NFE Global Holdings Limited & Anor, Re [2026] EWHC 1620 (Ch)

[2026] EWHC 1620 (Ch)Case No CR-2026-002385Case No CR-2026-002886
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
Venue Royal Courts of Justice, Rolls Building, Fetter Lane, London, EC4A 1NLDate Date: 18 th June 2026
Before
Mr Justice Cawson
IN THE MATTER OF NFE GLOBAL HOLDINGS LIMITED AND IN THE MATTER OF NFE BRAZIL NEWCO LIMITED AND IN THE MATTER OF THE COMPANIES ACT 2006
Hearing Hearing date: 18 th June 2026
Daniel Bayfield KC, Ryan Perkins and Jon Colclough (instructed by Skadden, Arps, Slate, Meagher & Flom LLP) for the Claimant
APPROVED JUDGMENT

Thursday, 18 June 2026

[1]This is the sanction hearing of the Part 8 claims brought by NFE Global Holdings Limited (“NFE Global”) and NFE Brazil NewCo Limited (“NFE Brazil NewCo”), (together "the Plan Companies"), pursuant to which they seek an order sanctioning two restructuring plans: “the CoreCo Plan” and “the BrazilCo Plan”, (together "the Plans"), between the Plan Companies and certain of their creditors ("the Plan Creditors"), under Part 26A of the Companies Act 2026 (“CA 2006”). The Plan Companies are part of the New Fortress Energy Group of companies ("the Group"), headed by a Delaware company called New Fortress Energy Inc. (“the Parent”), which is listed on the NASDAQ Stock Exchange.[2]The Group, which is in the energy sector and operates facilities related to liquified natural gas (“LNG”), is in significant financial distress and owes debts to external Plan Creditors of approximately US$ 6.5 billion.[3]In short summary, the terms of the Plans have been negotiated with the Plan Creditors over an extensive period of time since July 2025 leading to the entry into of a Restructuring Support Agreement dated 17 March 2026 (“the RSA”).[4]The key features of the Plans are:(a) a separation into a CoreCo Group and a BrazilCo Group;(b) the extinguishment of US$ 9.6 billion total debt, including some US$ 6.5 billion owed to external Plan Creditors; and(c) the receipt by Plan Creditors by way of consideration of equity and the issue of new debt instruments.[5]The Plan Companies submit that the court should not hesitate to confirm the Plans in light in particular of the following:(a) the expert evidence that the Plans are projected to produce an uplift of some US$1.44 billion over the “relevant alternative”, primarily US Chapter 11 Bankruptcy;(b) the Plans have been approved unanimously by those voting for the same in six out of the seven classes of Plan Creditors, with a 99.84% vote in favour in the other creditor class;(c) there is thus no cross-class cram down and the court should thus adopt the approach to be adopted applicable to Part 26 CA 2006, schemes of arrangement;(d) there is no opposition to the Plans; and (e), the extensive negotiations that have taken place reflect a "genuine attempt to formulate and negotiate a reasonable compromise between all stakeholders", to adopt the language used by the Court of Appeal in Re Petrofac Limited [2005] BCC 1045 at [191].

The procedural history

[6]The Part 8 claim relating to NFE Global was issued on 24 March 2026 and that relating to NFE Brazil NewCo on 10 April 2026. The claims are supported by the following evidence:a. The first and second witness statements of Christopher Guinta (“Mr Guinta”), the Group's chief financial officer;b. The first and second witness statements of David Hilty (“Mr Hilty”) of Houlihan Lokey, the Group's investment bankers;c. The first and second witness statements of Alessandro Zorza (“Mr Zorza”) of Kroll (“the Information Agent”), who has acted as information agent;d. The expert report of Richard Fleming (“Mr Fleming”), of Alvarez and Marsal, on the relevant alternative (“the Relevant Alternative Report”);e. The expert report of Richard Bibby on enterprise value and his supplemental report;f. The expert opinion of Alejandro Sainz (“Mr Sainz”) on the recognition of this court's sanction of the Plans in Mexico; andg. The expert opinion of Daniel Glosband (“Mr Glosband”) on the recognition of this court’s sanction of the Plans in the United States of America.[7]The convening hearing took place on 14 May 2026 when Hildyard J made an order convening meetings of the seven classes of Plan Creditors to be held on 15 June 2026 and gave directions. His judgment, which I have read, has the neutral citation number [2026] EWHC 1223 Ch.[8]As follows from what I have already said, the Plans were approved by each of the seven classes of Plan Creditors at the meetings held on 15 June 2026. All classes voted in favour of the Plans. As already mentioned, 100% of the Plan Creditors voted in favour at six of the meetings and 99.84% at the other meeting. There was 100% turnout at three of the meetings and a turnout of over 99.6% at the three other meetings. At the one meeting that did not vote 100% in favour, namely that of Legacy Noteholders, the turnout was still a high 89.69%.[9]The table at paragraph 70 of the Plan Companies’ skeleton argument sets out the figures and should be included as appendix A to this judgment.[10]Daniel Bayfield KC, Ryan Perkins and Jon Colclough appear today on behalf of the Plan Creditors instructed by Skadden, Arps, Slate, Meagher & Flom (UK) LLP. I have been greatly assisted by their skeleton argument and by Mr Bayfield KC's oral submissions during the course of the morning.[11]As I have already indicated, there is no opposition to the Plans.

The background

[12]The background to the Plans is set out in considerable detail in the evidence that I have referred to and in paragraph 13 of the Plan Companies’ Skeleton Argument.[13]By way of somewhat briefer summary, the Group is a global LNG infrastructure business involving shipping, storage and liquefaction, and the operation of power generation facilities.[14]Its business has been organised essentially in two separate divisions: CoreCo Group, which has been concerned with business and assets outside Brazil, primarily in Mexico, Puerto Rico and Nicaragua, and BrazilCo Group, which has been concerned with business and assets within Brazil.[15]With regard to the non-Brazil business, two key operations are facilities known as FLNG-1, which is an operational facility some nine miles off the Mexican coast, and FLNG-2, which is a facility which is currently under construction.[16]The capital structure of the Group is complex. So far as creditors are concerned, as I have said there are seven classes of Plan Creditors. Six of these classes relate to the CoreCo Plan. Namely:a. R-1 Lenders, owed some US$ 106 million;b. R-2 Lenders, owed some US$ 596 million;c. TLB Lenders, owed some US$ 1.36 billion;d. TLA Lenders, owed some US$ 318 million;e. Legacy Noteholders, owed some US$ 789 million; andf. Series I and II Lenders, owed some US$ 3.08 billion.[17]So far as the BrazilCo Plan is concerned, there is just one class of creditor, known as 2029 New Noteholders, who are owed some US$ 3.39 billion.[18]A fuller description of these classes of Plan Creditor is provided in paragraphs 11 and 12 of Hildyard J's convening judgment.[19]Monies owed to Plan Creditors are secured by what have been described as “Collateral Pools” of which there are five:a. A “Common Collateral” pool consisting of the business and assets of the Group that do not fall within the other Collateral Poolsb. An “F-1 Collateral Pool” relating to the assets of the FLNG-1 facility;c. An “F-2 Collateral Pool” relating to the assets of the FLNG-2 facility under construction;d. The “Brazil Collateral” consisting of the business and assets of the Brazil business; ande. Finally, the “Account Collateral” comprising of cash in bank accounts,[20]A summary of the Plan Creditors, the debts owed to the particular creditors, and the Collateral Pools over which Plan Creditors have security is provided in a table to be found at paragraph 26 of the Skeleton Argument which should be included as Appendix B to this judgment.[21]So far as the financial position of the Group is concerned, the difficult financing position of the Group is explained primarily in the first witness statement of Mr Guinta. The problems essentially arise from large-scale project investment and major cost overruns and delays in relation thereto. The effect has been a collapse in the market value of the Parent of some 91% over a 12-month period.[22]The difficulties are reflected in the fact that by late 2025 the Group was unable to pay some US$200 million of debt due including some US$ 163.8 million of interest to 2029 New Noteholders.[23]So far as the “relevant alternative” is concerned, the court has the benefit of Mr Fleming’s Relevant Alternative Report. The essence of Mr Fleming’s evidence is to the effect that so far as the CoreCo Group is concerned, the relevant alternative would be Chapter 11 bankruptcy in the US, which is liable to result in a distressed sale of assets at discount yielding less than projected under the relevant Plan.[24]So far as the BrazilCo Group is concerned, the most likely “relevant alternative” would be a going concern sale, again on an accelerated basis, and yielding less than projected under the relevant Plan.[25]Doing a comparison between what might be achieved by way of the “relevant alternative” and under the Plans, the figures indicated by Mr Fleming are that under the “relevant alternative” some US$ 1.88 billion would be achieved as against US$ 3.32 billion, if the Plans are carried into effect. This is a projected uplift of some US$ 1.44 billion.[26]With regard to the question of “relevant alternative”, because there is no dissenting class of creditors, this is not a case where the court is concerned for the purposes of section 901G(4) CA 2006 with determining whether there is a “relevant alternative” and as to whether creditors would be worse off under the Plan or Plans than under the “relevant alternative”. However, a consideration of the “relevant alternative” does provide something of a helpful baseline in evaluating the question of “fairness” which is still a relevant consideration so far as the approval of the Plans is concerned.[27]By section 901G(4) CA 2006, the “relevant alternative” is defined as “whatever the court considers would be most likely to occur in relation to the company if the compromise or arrangement were not sanctioned under section 901F”.[28]As I have already mentioned, there has been an extensive negotiation process in relation to the Plans. This is not a case where Plans have simply been proposed by the Plan Companies to Plan Creditors, rather there has been some eight months of negotiation between July 2025 and March 2026 which has involved the engagement of some 85% of Plan Creditors and the formation of a number of creditor committees considering the position.[29]The result has been the RSA (dated 17 March 2026), which is supported by 97% in value of Plan Creditors. This was signed by some 778 Plan Creditors, representing 97% of liabilities within the scope of the Plans and over 75% by value of each proposed class of Plan Creditor.[30]So far as the terms of the Plans are concerned, as I have already touched upon, they involve:a. Firstly, a separation between CoreCo Group and BrazilCo Group;b. Secondly, the extinguishment of some US$ 9.6 billion total debt, including some US$ 6.5 billion owed to external Plan Creditors; andc. Thirdly, Plan Creditors receiving consideration in the form of new equity instruments plus some US$ 971 million of new takeback debt instruments (i.e., the replacement of the existing instruments with new instruments up to that level on top of the equity to be provided to creditors). The consideration therefore includes new term loans, preferred equity, common equity and equity specific to the BrazilCo Plan.[31]As, again, I have already touched upon, the value created by the Plans is said to be an uplift of some US$ 1.44 billion. With regard to the allocation of value of this uplift, the Plans envisage a two-stage distribution:a. Firstly, between the Collateral Pools with an assessment being made of the value of the security within each pool, and then with the uplift being apportioned rateably between the Collateral Pools by reference thereto.b. Secondly, within the pools themselves, there is to be a pro rata distribution of value between Plan Creditors within the pools.[32]At paragraph 55 of the skeleton argument, there is a table showing the particular Plan Creditor group, the debt relating to the relevant Plan Creditor, the consideration received, and a comparison of the relevant alternative return and the Plan return. That table should be included as appendix C to this judgment.[33]The outcome of the Plans is therefore intended to be that so far as CoreCo Group is concerned, headed by the Parent, its debt would be reduced to US$ 971 million, and Plan Creditors would receive preferred equity and also 65% of common equity.[34]This figure of 65% reflects the fact that existing shareholders will retain 35% of equity. The thinking behind this is that the cooperation of shareholders is required in order to secure support for the approval of the Plans, and it is to be noted that this equity is valued at nil at the restructuring date. In addition, there is a mechanism within the relevant Plan for dilution below 5% if certain conditions are not met.[35]So far as BrazilCo Group is concerned, the result will be that that will be fully owned by creditors with the debt fully extinguished.

The Relevant principles to be applied

[36]Having regard to this background, I then turn to consider the relevant principles that the court should apply at a sanction hearing.[37]In AGPS Bondco Plc [2024] Bus LR 745, Snowden LJ (as he then was), explained the position as follows at [117]:
"In a case where a restructuring plan under Part 26A has been approved by the required majority in each Class meeting so that there is no need to rely upon the provision of section 901G to cram down a dissenting class, the same principles [as apply to schemes of arrangement under Part 26 of the Companies Act 2006] should be applied."
[38]The relevant principles to be applied in the case of schemes of arrangement had been summarised at AGPS Bondco Plc at [116] per Snowden LJ by reference to his judgment (as Snowden J) in Re Noble Group Limited [2019] BCC 459 (sanction judgment) at [17] as follows:
"(i) at first stage the court must consider whether the provisions of the statute have been complied with. This will include questions of class composition, whether the statutory majorities are obtained and whether an adequate explanatory statement was distributed to creditors. (ii) at the second stage the court must consider whether the class was fairly represented at the meeting and whether the majority were coercing the minority in order to promote interest adverse to the class whom they purported to represent. (iii) at the third stage the court must consider whether the scheme is a fair scheme which a creditor could reasonably approve. Importantly, it must be appreciated that the court is not concerned to decide whether the scheme is the only fair scheme or even the best scheme (iv) at the fourth stage, the court must consider whether there is any blot or defect in the scheme which would, for example, make it unlawful or in any other way inoperable."
[39]In Re Noble Group Limited (supra), Snowden J had referred at [18] to an additional fifth stage in cases such as the present with an international element. I quote:
"In an international case the court must also be satisfied that it is appropriate in its discretion to exercise its scheme jurisdiction on the basis that there is a sufficient connection between the scheme and England and whether there is a reasonable prospect of the scheme being effective, having regard in particular to its prospects for recognition in other relevant jurisdictions. These two questions can be seen to be interrelated. See Magyar Telecom BV [2014] BCC 448, Magyar at paragraph 21 to 22."
[40]I turn then to consider the five stages and whether they are satisfied in the circumstances of the present case.

Compliance with the provisions of the statute

[41]I first need to consider the primary jurisdictional conditions, of which there are four.[42]The first condition is that the Plan Companies are companies liable to be wound up under the Insolvency Act 1986, IA 1986, and that the Plan Creditors are creditors, section 901(1), (3) and (4) of the CA 2006. Hildyard J found in the convening judgment that this condition was satisfied, as it plainly is.[43]The second condition is that the Plan Companies have encountered or are likely to encounter financial difficulties that are affecting or which may affect their ability to carry on business as a going concern. This is described in section 901A(2) CA 2026 as condition A. Again, at the convening hearing Hildyard J held, as is plainly the case, that condition A is satisfied in the circumstances of the present case. See paragraph 31 of the convening judgment.[44]The third condition is that what is proposed under the Plans amounts to a "compromise or arrangement." This requires some element of give and take between a company and the scheme creditors – see Re ED&F Man Holdings Limited [2023] 1 BCLC 269 at [55]. Given the Plan Creditors will give up their existing claims in return for new instruments, mostly in the form of equity, this condition is plainly satisfied, as Hildyard J held at paragraph 30 of the convening judgment.[45]The fourth condition is that the purpose of the compromise or arrangement is to eliminate, reduce, prevent or mitigate the effect of any of the financial difficulties. This is described in section 901A(3) CA 2026 as condition B. Again, at the convening hearing, Hildyard J was satisfied that condition B was satisfied, as it plainly is in the circumstances of the present case - see paragraphs 32 to 33 of the convening judgment.[46]The second jurisdictional question is that of class composition. The essential principles of class composition are well-established by the authorities. See e.g., Re AGPS Bondco Plc (supra) at [109]-[110], per Snowden LJ. In the subsequent case of Re Ambatovy Minerals Ltd [2025] EWHC 279 Ch, [68], Hildyard J said:
"If a judge has heard full argument at the convening hearing and has decided on an appropriate constitution of classes it is not ordinarily appropriate for a different judge at the sanctions hearing to take a different view of his own motion, in the absence of any creditor appearing to contend that the classes were not correctly constituted."
[47]In the present case, Hildyard J did indeed give careful consideration to class composition at paragraphs 35 to 47 of the convening judgment, and he concluded at paragraph 47 that:
"The class composition proposed by the company is sensible and not fractured by any discernible element."
[48]As he explained, the classes have been constituted by reference to the different existing rights enjoyed by the Plan Creditors and the different new rights they will receive through the Plans.[49]A question that arose at the convening hearing was as to the relevance of the fact that, in relation to the BrazilCo Plan and as explained in the second witness statement Mr Hilty, there have been certain "new BrazilCo financing arrangements" that related to the injection of some US$ 885 million into the BrazilCo Group by way of the issuance of new Brazil notes to the 2029 New Noteholders.[50]The question simply relates to this particular class. The position is that the relevant offer in relation to the issue of these new Bazil notes, whilst made to all of the 2029 New Noteholders, was not taken up by all of them and so the potential issue is as to whether the class was fractured by the fact that the offer had not been taken up by all of the 2029 New Noteholders.[51]Hildyard J held at paragraphs 45 to 46 of the convening judgment that this had not fractured the class, the principal reason being that the key consideration was not who had taken up the offer, but whether the offer had been made to all of the class, which it had, in which case there was no fracture - see, for example, Re Primacom Ltd [2013] BCC 201, another decision of Hildyard J, [53].[52]There is a slight difference in the position as it was before Hildyard J and the position before the court today in that it had been assumed at the convening hearing that, by now, all the notes that had been subscribed for would have been paid for and taken up, whereas that is not the case. They have all been subscribed for, but not paid for nor taken up. However, I am satisfied that this does not make any difference to the analysis at the convening hearing. Consequently, I do not see any case for requiring that particular class to be fractured, primarily because the point remains that the relevant offer in relation to the notes was made to all of the class. But there are other good reasons, it seems to me:a. Firstly, that the relevant capital raising exercise was outside the Plans and that those who have taken it up will not be affected by the Plans or brought within the scope of the Plans.b. Secondly, one can see from the voting figures that no BrazilCo creditor has in fact objected to the Plans, and any fracture would have involved a very tiny minority indeed, and there is good authority for the proposition that the court should be mindful of not allowing a tiny minority to oppress the majority by objecting to a scheme through the use of a very tiny minority.[53]So for all these reasons I am satisfied in relation to class composition and certainly have no good reason to go behind the composition of the classes as constituted at the convening hearing.[54]The third matter so far as jurisdiction is concerned is the adequacy of the explanatory statement. Paragraph 19 of the new Practice Statement issued by the Chancellor of the High Court on 18 September 2025 explains what constitutes an adequate explanatory statement. Paragraph 19 provided as follows:
“[19] The explanatory statement should be in a form and style appropriate to the circumstances of the case, including the nature of the constituencies of members and/or creditors, and should be as concise as the circumstances admit. In addition to complying with the provisions of the 2006 Act, the commercial impact of the scheme or plan must be explained and members and/or creditors must be provided with such information as is reasonably necessary to enable them to make an informed decision as to whether or not the scheme or plan is in their interests, and on how to vote thereon. The explanatory statement should include a short and/or tabular summary of the terms at the start of the document. Documents may be annexed to the explanatory statement or incorporated by reference, but if so, the material part(s) of the documents should be summarised and readers should be clearly told how they can access such documents.”
[55]The Explanatory Statement in the present case does include, at paragraphs 1.6 to 1.13 of Part 1 thereof, a short summary of the Plan as required by the Practice Statement. I did question during the course of submissions as to whether that might have appeared rather more prominently and somewhat earlier in the Explanatory Statement, but ultimately I do not consider that this concern provides a sufficient objection to the approval of the Plans, and I note the detail that was provided in the Explanatory Statements as a whole and take note of the fact that the Plan Creditors in this case are likely to be of a sophisticated nature, and I also take into account the very extensive negotiations that took place leading to the conclusion of the RSA in relation to the terms of the Plans.[56]The fourth jurisdictional question is that of compliance with the convening order. By paragraph 9 of the convening order the Plan Companies were to send out the Plan documentation as soon as reasonably practicable. A detailed explanation as to how the Plan documentation was distributed to Plan Creditors can be found in the second witness statement of Mr Zorza.[57]In summary:a. Firstly, on 16 May 2026, the Plan documentation was uploaded to the Plan website, which was originally launched on 17 March 2026 and to which Plan Creditors have access.b. Secondly, on 18 May 2026 the Information Agent sent notices to known Plan Creditors, namely about 99% of total Plan Creditors, explaining that the Plan documentation had been uploaded to the Plan website.c. Thirdly, also on 18 May 2026, the Information Agent sent notices to Euroclear and Clearstream, part of the clearing systems, and uploaded a notice to the DTC LENS portal, an information service for certain tradeable instruments, to ensure that any Legacy Noteholder or 2029 New Noteholder who is not a known Plan Creditor was aware that the Plan documentation had been uploaded to the Plan website.[58]I have also been referred to the table in Mr Guinta's second statement which explains how the convening order was complied with by reference to the evidence before the court.[59]On this basis, I can be satisfied that there has been sufficient compliance with the convening order.

Whether the classes were fairly represented at the meetings

[60]The second stage is as to whether the classes were fairly represented at the meetings.[61]As I have already described, the turnout at the Plan meetings was very high indeed and this was in circumstances where several of the classes consisted of dematerialised securities traded through clearing systems which, experience indicates, tend to have a lower turnout than traditional bank debt, for example.[62]I agree with the submission that is made on behalf of the Plan Companies that in the light of the very high turnout there can be no real doubt that the classes were fairly represented at Plan meetings.[63]I also take into account in this respect the fact of the extensive negotiations that took place between the Plan Companies and Plan Creditors.[64]The court is also required to consider whether there may have been potential coercion of a minority by the majority. In the present case there is no suggestion of any coercion and indeed, given the benefits that stem from the sanction of the Plans, no logical reason why there might be expected to have been any form of coercion in respect of the approval of the Plans.[65]In these circumstances, I can be satisfied with regard to fair representation at the meetings.

Whether a creditor could reasonably approve the Plans

[66]I turn then to the third stage, whether a creditor could reasonably approve the Plans.[67]The key principles that apply at the third stage were summarised by David Richards J, as he then was, in Re Telewest Communications (No. 2) Ltd [2005] 1 BCLC 772 at [20] to [22]:
"[20] The classic formulation of the principles which guide the court in considering whether to sanction a scheme was set out by Plowman J in Re National Bank Ltd [1966] 1 WLR 819 at 829 by reference to a passage in Buckley on the Companies Acts (13th edition 1957) p 409, which has been approved and applied by the courts on many subsequent occasions: "
In exercising its power of sanction the court will see, firstly, that the provisions of the statute have been being complied with, secondly, that the class was fairly represented by those who attended the meeting and that the statutory majority are acting bona fide and are not coercing the minority in order to promote interests adverse to those of the class to whom they purport to represent, and, thirdly, that the arrangement is such as an intelligent and honest man, a member of the class concerned and acting in respect of his interest, might reasonably approve. The court does not sit merely to see that the majority are acting bona fide and therefore to register the decision of the meeting; but at the same time the court will be slow to differ from the meeting, unless either the class has not been properly consulted, or the meeting has not considered the matter with a view to the interests of the class which it is empowered to bind, or some blot is found in the scheme." [21] This formulation in particular recognises and balances two important factors. First, in deciding to sanction a scheme under s425 which has the effect of binding members or creditors who voted against the scheme or abstained as well as those who voted in its favour, the court must be satisfied that it is a fair scheme. It must be a scheme that 'an intelligent and honest man, a member of the class concerned and acting in respect of his interest might reasonably approve'. That test also makes clear that the scheme proposed need not to be the only fair scheme or even, in the court's view, the best scheme. Necessarily, there may be reasonable differences of views on these issues." [22] The second factor recognised by the above cited passage is that in commercial matters members or creditors are much better judges of their own interests than the courts. Subject to the qualifications set out in the second paragraph, the court “will be slow to differ from the meeting”."[68]A rather different approach from that required in the present case, where all classes of creditors assent to the Plan, is required where there is a dissenting class of creditors. The distinction was identified in the judgment of Snowden LJ in Re AGPS Bondco Plc (supra) at [122] and at [128] to [130]. At [128], referring to what had been said by David Richards LJ in Telewest Communications at [21], Snowden LJ said this:
"[128] I see no reason why these principles that have been developed in relation to schemes should not be applied under Part 26A within an assenting class as the basis of an exercise of discretion to impose the plan on the dissenting minority within that class." "[129] However, in my judgment, when considering whether to exercise the court's discretion to impose a plan on a dissenting class under Part 26A, the court cannot simply apply the same rationality test, either (i) as regards the voting within the dissenting class, or (ii) as regards the overall voting across different classes."
[69]We are not concerned with this latter situation and so it is not relevant for present purposes to consider further the factors that the court is required to take into account where there is a dissenting class of creditors.[70]I agree with the submissions that are made on behalf of the Plan Companies that the present Plans are both Plans that an intelligent and honest member of each class of creditors might reasonably approve for the following principal reasons.[71]Firstly, the majorities voting in favour of the Plans are overwhelming, with only one creditor with a very small claim having voted against one of the Plans with that creditor not then offering any opposition thereafter.[72]Secondly, this is not a case where the restructuring has been developed by the Plan Companies or the Group, and which has then sought to be imposed on Plan Creditors. Rather, as we have seen, the Plans are the result of an extensive negotiating process that has led to a consensual agreement between the Group and the Plan Creditors and as between the Plan Creditors themselves.[73]Thirdly, it has been demonstrated by the expert evidence that there ought to be a significantly increased return to Plan Creditors through the Plans as compared to the “relevant alternative”, and that is a very significant difference of potentially some US$ 1.44 billion. This is additional value that ought to flow to the Plan Creditors if the Plans are sanctioned. It is reasonable to suppose that any intelligent and honest Plan Creditor would vote in favour of such a commercially beneficial outcome.[74]Fourthly, as well as improving the overall position of Plan Creditors, the approach to distributing the benefits of the restructure as between the Plan Creditors is, I agree, logical and fair. As I have explained, the benefits of the restructuring have been allocated between the Collateral Pools by reference to the increase in the value of each Collateral Pool through the Plans as compared to the “relevant alternative”, and then as between the Plan Creditors that enjoyed security against the relevant Collateral Pool on a pari passu basis.[75]Fifthly, the Plan Companies have carefully considered how an opposing Plan Creditor might have opposed the Plans on fairness grounds had they sought to do so. As to this:a. One potential consideration is that existing shareholders will retain some 35% of equity in CoreCo Group. However, as, again, I have already mentioned, this is in circumstances where the equity has a current value of zero on day-one post-restructuring, and the approval of shareholders was required in order for the Plans to have effect.b. The second potential point of opposition relates to the position of the new BrazilCo Group financing arrangements, and the position of those who chose not to participate therein. However, for the reasons that I have already given, they are not creditors that could have any legitimate grounds to object, and it is in any event difficult to see that this could impact on the question of fairness.[76]Sixthly, on the question of fairness, one can point to the fact that there has been no real opposition to the Plans. There was, I understand it, some indication of opposition at the convening hearing, but despite directions being given to enable any opposing creditor to put evidence before the court and to appear to oppose it, no opposition has further materialised. To the contrary support for the Plans was virtually unanimous.

Potential “blots”

[77]I turn then to the fourth stage, which is the question of potential blots.[78]A blot has been described as follows by Snowden J in his sanction judgment in Re Noble Group Limited (supra) at [77], where he said that a blot is:
"... generally thought to refer to some technical or legal defect in the scheme. For example, that it does not work in accordance with its own terms, or that it would infringe some mandatory provision of law."
[79]In the absence of opposition to the Plans, there has been no suggestion from any Plan Creditor or, indeed, any other person that there are any blots that might prohibit the court from sanctioning the schemes. However, the Plan Companies, in making representations to the court, have quite properly sought to draw to the court's attention points that a dissenting creditor might possibly have sought to have made.[80]The first potential blot relates to the question of the third party releases. The point is that the Plan Companies are guarantors in respect of the Plan debt, and if only the Plan Creditors' claims against the Plan Companies were released, then the Plan Creditors would be free to pursue claims against other members of the Group whose indebtedness the Plan Companies have guaranteed, consequently the other members of the Group require to be brought within the scope of the scheme. For this reason, the Plans provide for the release of the claims of Plan Creditors against all Group obligors in respect of the Plan debt including, but not limited to, the Plan Companies.[81]There is authority for the proposition that third party releases are within the proper jurisdictional scope of Part 26 and Part 26A CA 2006, provided that such releases are: “necessary in order to give effect to the arrangement proposed for the disposition of the debts and liabilities of the company to its own creditors” - see Thames Water Utilities Holdings Ltd [2025] Bus LR 2108,at [240], per Sir Julian Flaux C, Zacaroli LJ and Sir Nicholas Patten, citing Re Lehman Brothers International (Europe) (No 2) [2010] Bus LR 489 at [65] per Patten LJ[82]In the absence of argument in opposition, I am reluctant to say too much about the application of this authority to the facts of the present case. There more obvious point is, I consider, that there exist potential ricochet claims as against the Plan Companies as a result of the fact that the Plan Companies have executed deeds of contribution in favour of the primary obligors of the Plan debt. The technique of creating ricochet claims in his way has been used in other Part 26A cases without objection. See, for example, the recent detailed discussion in Re SWS Holdings Ltd [2026] BCC at 132 at [33] per Richards J.[83]Whilst there is an element of artificiality about creating a risk of ricochet effect in order to justify the inclusion of a third party release in a Part 26A Plan, the court has, on a number of instances, held that this sort of artificiality is not inherently problematic – see e.g., Re Gategroup Guarantee Ltd [2021] BCC 549 (convening judgment) at [21], [166], [170] and [174], per Zacaroli J (as he then was).[84]In these circumstances, I do not consider that the fact that the Plans provide for third party releases creates a blot thereon.[85]It is to be noted that the relevant Transaction Implementation Deed provides for a release of professional advisers and other persons involved in the negotiation of the restructuring, including Plan Creditors themselves, from any liability arising out of the negotiation and implementation of the restructuring. This is fairly customary in situations such as the present, and the inclusion of such a release was approved in Re Noble Group Limited (sanction) by Snowden J at [20] to [23].[86]However, in line with the comments of the Court of Appeal in Re Thames Water (supra) [238], etc, there is a specific exclusion (see the definition of "excluded liabilities"), to ensure that the directors and advisers are not released from any claims that would be available against them in an insolvency scenario.[87]I turn then to the second potential blot, namely the existence of conditions precedent.[88]In paragraphs 119 to 125 of Mr Guinta's first statement, he explains that there are certain conditions precedent in the Plans. So far as condition precedents are concerned, the appropriate approach of the court in situations such as the present was explained by Trower J in Re Smile Telecoms [2021] EWHC 685 (Ch) at [51] to [57], where Trower J identified that there were three principles in play:a. The first is that the court will always wish to ensure that it does not act in vain, albeit that the court does not require certainty that a condition will be satisfied, and the degree of assurance that the court requires will depend on all the circumstances of the case.b. The second is that the court will be unlikely to sanction a plan or scheme if the condition is one which gives a discretion to a third party as to whether or not they will take some step to render the plan or scheme effective.c. The third is that the court is less likely to be concerned when clarity and certainty are present on the face of the plan or scheme.[89]This is, I agree, not an issue in the present case, given the clarity of the material that has been provided to Plan Creditors.[90]Looking at the conditions that are identified in paragraph 119 of Mr Guinta's first statement, firstly in paragraph 119(a), Mr Guinta explains that the holders of common stock of the parent need to pass certain resolutions. In his second statement, Mr Guinta explained that sufficient consents had already been received by 16 June 2026, the date of his second statement. The general meeting was held on 17 June 2026, that is yesterday, and the relevant resolutions were duly passed at that meeting.[91]Secondly, in paragraphs 119(b) and (c), Mr Guinta refers to certain antitrust and other regulatory consents and approvals. The authorities show that regulatory approvals are generally regarded as being in a category of their own - see Re Nielsen Holdings [2015] EWHC 2966 (Ch), where Norris J said that an example of a condition which is acceptable “is the need to secure regulatory approval (which may depend upon the decision of a regulatory authority as to whether regulatory requirements are satisfied, but is not a freestanding decision whether or not to implement the transaction).”[92]However, in any event, in his second statement, Mr Guinta explains that Mexican regulatory approval has been given for the majority of Plan Creditors that require approval, and that the remaining approvals are expected imminently. In the course of submissions, paragraph 50 of this witness statement was corrected to refer to one particular regulatory approval which was referred to as having been obtained which had not, in fact been obtained, but there is no reason to believe that it will not be obtained imminently. Further, Mr Guinta further explained that no other regulatory conditions precedent are outstanding.[93]At paragraph 119(d), and as further discussed in paragraphs 120 to 125 of his first witness statement, Mr Guinta referred to the need for approval from certain creditors under structurally senior local debt facilities in Brazil. However, the need for these approvals will fall away when the debts are repaid as a result of the injection of the proposed new money, and for that reason it does not seem to me to create any difficulty.[94]Paragraph 119(e) of Mr Guinta's first statement refers to other customary conditions precedent to the implementation of the restructuring, including as to the interconditionality of the Plans. However, this is not an issue if, as is the case, both Plans are going to be sanctioned by the court.[95]So I am satisfied that there is no blot in respect of conditions precedent.[96]The third factor to consider is the effectiveness of the restructuring documents. This is raised because one issue that arose during the course of the convening hearing before Hildyard J, although not dealt with or covered in his judgment, was a concern raised by Hildyard J during the course of the hearing in relation to the fact that much of the debt in question is governed by law of other jurisdictions, as is much of the security in question in relation to the present Plans. Hildyard J posed the question as to how the court can be sure that it knows what it is doing because what has been provided for could have a different content under a foreign law.[97]I do not consider this creates any form of difficulty in the circumstances of the present case. On the facts of the present case, I consider that the court is entitled to proceed reassured by the fact that the finance documentation has been negotiated and drafted by numerous law firms of the highest calibre and with a substantial presence in New York, which is the law applicable to most of the restructuring documents. Further, I bear in mind in this context that one is concerned with law firms instructed not just on behalf of the Plan Companies, but also on behalf of creditors who, during the negotiation process, will no doubt have had considerable input into how the Plans were to be carried into effect and as to the efficacy thereof.[98]So I am not concerned that there is any blot created by any concerns in relation to the effectiveness of the restructuring documents.[99]The fourth and final consideration so far as potential blot is concerned is the existence of a modification clause at clause 6.2 of each of the Plans which provides as follows:
“After the Plan Sanction Order has been granted, the terms of this Restructuring Plan may be amended, waived or supplemented with the consent of the Plan Company and the Majority Plan Creditors, provided that such amendment, waiver or supplement is only of a technical or non-material nature or to correct a manifest error, and provided further that any such proposed amendment, waiver or supplement cannot reasonably be expected to, directly or indirectly: (i) have a material and adverse or, relative to the other CoreCo Plan Creditors, disproportionate effect on the rights or interests of a CoreCo Plan Creditor under this Restructuring Plan or any Implementation Document; or (ii) alter any right or obligation, or impose any additional or new material obligation on any CoreCo Plan Creditor (by reference to such rights or obligations as contemplated as at the Record Date), in each case unless such CoreCo Plan Creditor consents in writing.”
[100]In other words, the Plans provide that they can be amended post sanction with the consent of Plan Companies and a majority of Plan Creditors provided the amendment is of a technical or non-material nature and does not have a material and adverse effect on Plan Creditors.[101]The point arises because in Re Cape Plc [2007] BLR 107, David Richards J, at [70] and [73], observed that whilst the court had jurisdiction to allow post-sanction modification:
"... there will be in many cases, probably most cases, very good reason against the inclusion of the amendment provisions." "
There are strong reasons why in most cases the court is unlikely to exercise the jurisdiction to sanction a scheme with provisions for future amendments."[102]However, David Richards J went on to consider the nature of alteration provision that might be capable of being included within a scheme. By reference to Australian authority (In re Australian Co-operative Foods Ltd (2001) 38 ACSR 7), he was able to draw a distinction between: firstly, what might be described as substantive modification provisions; and, secondly, technical modification provisions that were "not materially prejudicial".[103]Since Re Cape Plc the court has distinguished between substantive modification provisions and what Zacaroli J has described as "the more usual amendment provisions which relate to technical or formal matters" - Re Dundee Pikco Limited [2020] EWHC 89 (Ch) at [26].[104]I am satisfied that given the limited nature of the modification provision proposed in the present case, being limited to revisions of a technical nature that require the approval of a majority of Plan Creditors and that prohibit modification that would have a material and adverse effect on the Plan Creditors, the modification provision that is proposed does not provide an objection to the approval of the Plans as being a blot.[105]Consequently, I can be satisfied there are no blots on the proposed Plans that ought to prevent the court from sanctioning them.

The international elements of the Plans

[106]I turn then to consider the fifth and final stage, which relates to the international elements of the Plans.[107]As I have already indicated, this requires the court to consider: firstly, whether it should in its discretion exercise jurisdiction on the basis of sufficient connection to England; and secondly, whether there is a reasonable prospect of the plans being effective in other jurisdictions – see Re Noble Group Limited (sanction) [18], per Snowden J.[108]Considering firstly the question of sufficient connection, there is good authority for the proposition that if the Plan Companies are incorporated in England then that is in itself sufficient to establish sufficient connection – see Re Dundee Pikco Limited at [24], per Zacaroli J.[109]However, the question arises as to whether this is sufficient where the approval of the relevant plan might involve some element of what has been described as “forum shopping”, i.e., where the jurisdiction has been used perhaps somewhat artificially in circumstances where, for example, a company forming part of a group that is situated and based primarily outside this jurisdiction, is incorporated within this jurisdiction in order to found jurisdiction.[110]In obiter remarks made in AGPS Bondco Plc at [33], Snowden LJ referred to:
"The technique of inserting a newly incorporated English company as a substitute obligor or co-obligor of debt owed by a foreign company in order to engage the jurisdiction of the English court under Part 26 or Part 26A."
[111]And he went on at [34] to say that:
"... without expressing a view one way or the other, I would wish to make it clear that the fact that this judgment does not deal with this issue should not be taken as an endorsement of the technique for future cases."
[112]The position is that prior to AGPS Bondco Plc, in cases that Snowden LJ referred to in his judgment, forum shopping of the kind described had been permitted.[113]In Re Codere Finance (UK) Limited [2015] EWHC 3778 (Ch), Newey J (as he then was) said this at [18]:
“[18] In a sense, of course … what is sought to be achieved in the present case … is forum shopping. Debtors are seeking to give the English court jurisdiction so that they can take advantage of the scheme jurisdiction available here and which is not widely available, if available at all, elsewhere. Plainly forum shopping can be undesirable. That can potentially be so, for example, where a debtor seeks to move his COMI with a view to taking advantage of a more favourable bankruptcy regime and so escaping his debts. In cases such as the present, however, what is being attempted is to achieve a position where resort can be had to the law of a particular jurisdiction, not in order to evade debts but rather with a view to achieving the best possible outcome for creditors. If in those circumstances it is appropriate to speak of forum shopping at all, it must be on the basis that there can sometimes be good forum shopping.”
[114]In Re Gategroup Guarantee Limited (supra), where a newly incorporated English SPV unilaterally assumed liability for various foreign debts by executing a deed poll solely for the purpose of proposing a Part 26A plan, Mr

Justice Zacaroli said at paragraph 174:

“[174]… it is possible to envisage a case where the artificial structure is the only solution to enable a restructuring to be effected, all other possible alternatives having been explored and rejected for one or other reason of law or practicability; where the alternative is a value-destructive liquidation; and where the terms of the restructuring demonstrably benefit the affected creditors. In such a case, there would be a powerful argument that the artificiality of the structure should not prevent the company and its creditors being able to take advantage of the English scheme or plan jurisdiction.”
[115]In his sanction judgment in the latter case, Zacaroli J concluded that “this is … such a case”: see [2021] BCC 722 at [15].[116]The courts have, notwithstanding the observations of Snowden LJ in AGPS Bondco Plc, been prepared to proceed in circumstances such as the present case to approve plans which might be said to involve an element of forum shopping.[117]In my own decision in Re Fossil (UK) Global Services Limited [2025] EWHC 2741 (Ch), I considered the position in the context of a convening hearing at [124] - [127], and the plan was subsequently confirmed at the sanction hearing before Richards J (see[2025] EWHC 3058 (Ch)).[118]The expression “good” forum shopping is used to distinguish the situation where a change of forum is used for unwarranted purposes, such as by a debtor to avoid the consequences of a particular bankruptcy regime.[119]There is other precedent for the use of good forum shopping in order to found jurisdiction in England and Wales; for example, by changing the governing law of a debt to English law (see Re APCOA Parking Holdings GmbH [2015] BLR 374 at [250] – [256], per Hildyard J; and moving a company's COMI to this jurisdiction - see e.g., Project Lietzenburger Strasse HoldCo SARL [2025] BLR 2473 at [225], per Richards J.[120]These techniques were not held to be inherently abusive even if they had an element of artificiality about them.[121]I consider that the present case can quite properly be described as being an example of good forum shopping. One has here a group in financial difficulties where the best other alternative is likely to produce a much worse result for creditors of the group as a whole than by using this jurisdiction to promote a mechanism through the Plans that could not be achieved within any other jurisdiction with which the Group is connected, with a view to the Plans improving the position of creditors as a whole without any obvious detriment to anybody at all.[122]I note that Snowden LJ in Re AGPS Bondco Plc at[43] did not suggest the previous case that he referred to had been wrongly decided, merely that they might need to be reconsidered, and he expressed no view one way or the other about the issue. His remarks were, in any event, obiter. I consider that the appropriate course is to follow the previous High Court authority on this question. In these circumstances, I do not consider that any difficulty is caused by the way that the Plans have been put together through the use of companies incorporated in this jurisdiction notwithstanding that the Group is primarily based outside the jurisdiction.[123]I would further observe that, so far as NFE Global is concerned, it is not a newly incorporated company, albeit NFE Brazil NewCo is. NFE Global was incorporated in this jurisdiction in 2021, and therefore has been in existence since well prior to the consideration of the present Plans.[124]The final question is that of international effectiveness bearing in mind that in circumstances in which a plan is to substantially take effect outside the jurisdiction, the court is unlikely to sanction the plan if it is unlikely to be effective in the relevant jurisdiction or jurisdictions.[125]On this question, the court does not require certainty that the plan or scheme will be internationally effective. The test is whether there is a reasonable prospect of the plan or scheme having substantial effect in the relevant jurisdiction; see Re Ambatovy (supra) at [91] per Hildyard J.[126]In the present case, I have the benefit of two unchallenged expert reports regarding international effectiveness.[127]Firstly, that of Mr Glosband, a US bankruptcy lawyer in relation to the position in the US, his opinion being that "... the English Proceedings will likely be recognised as foreign main proceedings under Chapter 15 of the Bankruptcy Code, and (c) the Additional Relief manifesting as enforcement of the Plans (as defined and discussed under paragraphs 84-101 below) will be granted, and, as a result of that, the Plans are likely to be given full force and effect in the United States."[128]This accords with experience in relation to other plans which have been recognised as foreign main proceedings under Chapter 15 of the US Bankruptcy Code, allowing them to be carried into effect, full force and effect in the United States.[129]Secondly, with regard to Mexico, I have the benefit of the expert report of Mr Sainz, a Mexican insolvency lawyer, who gives similar evidence in relation to the position in Mexico.[130]I am informed that the only jurisdictions in respect of which one needs this sort of evidence are the United States of America and Mexico, and that evidence as to the position, say, for example, in Brazil is not required given the law of the relevant debts, and so forth.

Conclusion

[131]So I can be satisfied in the present case that the five stages or requirements are satisfied, and in all the circumstances of the case I consider it appropriate to sanction the Plans and to make an order in the terms of the draft sanctions judgment that I have been provided with.132. APPENDIX A Class Number voting Turnout by value (%) For Against Votes Value (%) Votes Value (%) CoreCo Plan R-1 Lenders 1 100% 1 100% 0 0% R-2 Lenders 9 99.89% 9 100% 0 0% TLB Lenders 303 99.89% 303 100% 0 0% TLA Lenders 7 100% 7 100% 0 0% Legacy Noteholders 313 89.69% 312 99.84% 1 0.16% Series I and II Lenders 2 100% 2 100% 0 0% BrazilCo Plan 2029 New Noteholders 215 99.67% 215 100% 0 0%133. APPENDIX B Creditor group Debt Collateral Pools CoreCo R-1 Lenders US$106m Common Collateral, F1 Collateral, F2 Collateral and Account Collateral R-2 Lenders US$596m Common Collateral, F1 Collateral, F2 Collateral, Account Collateral and (up to a US$200m cap) Brazil Collateral TLB Lenders US$1,363m Common Collateral, F1 Collateral and F2 Collateral TLA Lenders US$318m Common Collateral, F2 Collateral, Account Collateral and (up to a US$200m cap) Brazil Collateral Legacy Noteholders US$789m Common Collateral Series I and II Lenders US$3,084m Common Collateral TOTAL US$6,256m BrazilCo 2029 New Noteholders US$3,339m Brazil Collateral TOTAL US$3,339m134. APPENDIX C Creditor group Debt Plan Consideration RA return Plan return CoreCo R-1 Lenders US$106m CoreCo Common Stock, CoreCo Preferred Stock, New CoreCo Term Loans, FLNG 2 Term Loans and FLNG 2 Preferred Equity 54% 86% R-2 Lenders US$596m CoreCo Common Stock, CoreCo Preferred Stock, New CoreCo Term Loans, FLNG 2 Term Loans, FLNG 2 Preferred Equity and R-2 / TLA BrazilCo Equity Pool 57% 94% TLB Lenders US$1,363m CoreCo Common Stock, CoreCo Preferred Stock, New CoreCo Term Loans, FLNG 2 Term Loans and FLNG 2 Preferred Equity 50% 81% TLA Lenders US$318m CoreCo Common Stock, CoreCo Preferred Stock, New CoreCo Term Loans, FLNG 2 Term Loans, FLNG 2 Preferred Equity and R-2 / TLA BrazilCo Equity Pool 32% 58% Legacy Noteholders US$789m CoreCo Common Stock and CoreCo Preferred Stock 13% 26% Series I and II Lenders US$3,084m CoreCo Common Stock and CoreCo Preferred Stock 13% 26% TOTAL US$6,256m BrazilCo 2029 New Noteholders US$3,339m BrazilCo Common Equity 18% 35% TOTAL US$3,339m ______________