“There can be no serious suggestion that a Plan Creditor who previously supported the Plans (prior to23 June 2026 ) would have been persuaded to vote against the Plans because they did not like the fact that certain Plan Creditors were to receive more at the expense of Modella qua shareholder.” (2) The exercise of Part 26A cross-class cramdown powers to impose on Landlords reductions in rent and other modifications against their will and (in effect) at the instance of substantially more favoured creditors is the matter that has caused me most concern. However, I have been persuaded that this is, objectively, the lesser of two evils resulting from the Plan Companies’ trading failures and financial predicaments. Again put shortly, I accept that: (a) the Relevant Alternative is a value-destructive administration involving piece-meal and accelerated/distressed sales of stock which would result in considerably less return to the dissenting creditors than that offered under the Plans; in particular: (b) the treatment of the Core Supply Creditors (who will be paid in full across 12 equal monthly instalments, the first instalment falling due six months after the Restructuring Effective Date) together with options to terminate is plainly better than would result from the Relevant Alternative. (c) the treatment of Non-Core Supply Creditors (who will be paid 50% of what is due to them across 36 equal monthly instalments, the first instalment falling due six months after the Restructuring Effective Date, with the balance of 50% to be released and discharged) is harsh, but also materially better than what they would receive in the Relevant Alternative; (d) the structure of the Plans which provides for other creditors (including the Business Rate Creditors) whose debts will be released and discharged but will receive in exchange (i) 170% of their estimated Relevant Alternative Return; and (ii) if the relevant conditions are triggered, the Excess Cumulative EBITDA Entitlement (which is a profit-sharing arrangement if the turnaround is successful and is modelled on similar but less generous arrangements approved in previous Landlord Plans) will be better off under the Plans than in the Relevant Alternative; (e) the fact that Landlords are given a right to terminate if in any particular case the Landlord, considers that the terms imposed are less beneficial than would be available by re-leasing on the open market does provide an answer to prejudice (even if, in current conditions, it may smack of cold comfort); (f) the modifications secured by the BL Landlords do constitute a significant improvement for Landlord Creditors and demonstrate the value of constructive negotiation (even if late in the day). (g) More generally, I have also derived some (albeit more limited) comfort from the fact that (i) in respect of the HSL Plan, amongst the dissenting classes, 72% of the Business Rates Creditors voted in favour (though this contrasts with only 34% of General Creditors who did so); and (ii) in respect of the RHL Plan, although only the Class A1 Landlords assented (with 81% in favour), among the dissenting classes there was over 50% support from the Class A2 (55%), B2 (57%), B5 (63%) and C1 (65%) Landlord Creditors. (3) I do not consider I have sufficient grounds to gainsay the conclusions of the experts that the allocation of benefits is broadly fair and not disproportionate. I accept that Modella’s retention of equity, though uncertain in value, is sufficiently justified by its loan commitments, especially having regard to the fact that their equity interest is in a sense diluted by the Excess Cumulative EBITDA Entitlement, which is in essence a form of equity participation providing a profit share if the Plans succeed. (4) I accept that the differential treatment between different categories of creditors, including that between Class A and Class B Landlords, is sufficiently justified by their relative contributions. (5) I accept Mr Smith KC’s submission that the Court does not have to be satisfied that the Plans will achieve their purpose: it is sufficient if the Court accepts that the Plans have a real prospect of doing so. In that regard, Mr Alex Willson, as Chief Executive Officer of both Plan Companies, has provided in his third witness statement an “overview of the Business’s forecast performance”, explaining the assumptions on which the Business Plan has been based, the rent savings envisaged, and forecasted expenditure (including capex investment to improve the Plan Companies’ retail outlets). I note that Mr Willson has expressly recognised “that turning around a business is not straightforward”, but states that “the management team considers that the Business Plan is realistic and can be successfully implemented” in light of (i) the cash to be made available; (ii) the rationalisation of the leasehold estate to remove uneconomic stores and a programme of in-store improvements in those retained; (iii) a suitably experienced and motivated team, bolstered by what has been described in the Supplemental Allocation of Benefits Report as “Modella’s specialist retail turnaround experience and operational support”; (iv) savings in logistics costs (such as through relinquishing external storage); (v) investment in IT and other infrastructure to enhance efficiency; (vi) what Mr Willson describes as “a compelling ‘story’ to tell consumers with our focus on delivering improved retail experiences through the Post Office, Toys ‘R’ Us and Hobbycraft concessions”;and (vii) “getting the right product to the right stores at the appropriate time and improving customer service”