On 10th December 2025, sanction was granted for the restructuring plan of our long-standing client, Argo Blockchain PLC (Argo), a blockchain technology company specialising in large-scale Bitcoin mining. This plan will allow Argo to maintain its NASDAQ listing, subject to ongoing compliance with NASDAQ rules, an achievement unattainable through US Chapter 11 corporate bankruptcy.
Justin Nolan, CEO of Argo, had this to say about working with Fladgate: “We are incredibly grateful to the team at Fladgate for their exceptional work. This restructuring was incredibly complex and Fladgate's work was outstanding. I want to personally thank David, Jeremy, Judith, Georgia and the entire team for their extraordinary dedication throughout the restructuring. They have helped position Argo for its next chapter.”
David Robinson, relationship partner and head of corporate at Fladgate, commented, “Having advised Argo since day one, I have seen its highs and lows. This transaction was perhaps the most complex it has undertaken and probably its most important, securing as it did the company’s future. We wish it well under Growler’s ownership.”
Jeremy Whiteson, Fladgate restructuring partner added, “Obtaining sanction for this plan is a big achievement. We have had to overcome some significant obstacles to get to this stage and navigate some complex legal issues. We hope the restructuring plan enables the company to achieve new successes and a bright future.”
This is one of the first restructuring plans to meet plan contribution requirements, in light of the Court of Appeal’s decision in Petrofac. The process had to be combined with the waiver of mandatory bid obligations under the Takeover Code. And, given that almost entirely retail investors were involved, it also had to be structured to protect the interests of shareholders and bondholders, with assistance from a separate retail advocate, Jon Yorke of McCarthy Denning and his counsel, William Day.
The court’s decision involved a cramdown of holders of quoted unsecured notes, converting them into equity, and substantially diluting shares by issuing new shares to noteholders in return for the conversion of their notes, as well as to Growler Mining Tuscaloosa, LLC (Growler), to reflect its contributions.
Led by David Robinson and Jeremy Whiteson, the cross-departmental team included Matt Akers, Judith Davidge, David Lee, Alice Morrissey, Georgia Leach and Denis O. We collaborated closely with counsel Matthew Abraham and Rabin Kok of South Square, Lowenstein Sandler LLP (US attorneys to Argo), Kroll (financial expert), and Greenberg Traurig, LLP (legal advisers to Growler, with their counsel, Joseph Curl KC).
