A problem that needed fixing
A trio of recent cases offer a way through a conundrum for many NASDAQ businesses: how to restructure financial debt without unanimous creditor approval, while keeping the NASDAQ listing alive. A Chapter 11 restructuring, if available, would likely lead to a delisting. In this article, we explore the recent cases that illustrate how an English restructuring plan can be used to overcome this difficulty.
What is a restructuring plan?
Restructuring plans are a fairly new procedure, introduced in 2020 and inserted as Part 26A of the English Companies Act 2006. They are similar to schemes of arrangement (a procedure in English company law since the 19th century), but with much greater court powers. Like a scheme of arrangement, a company may propose a compromise or arrangement with its creditors and members, of any class of them. After an initial court “convening hearing”, meetings of creditors or members are held to consider the proposal. After those meetings, the company must return to court for sanction of the decision, following which the plan can take effect. However, in a restructuring plan, unlike in a scheme of arrangement, the court may, if satisfied on certain tests of fairness, sanction the plan even if not all meetings approved the proposal by the requisite percentage through “cross class cram down”.
Argo Blockchain plc (Argo)[1]
Argo was the first cryptocurrency miner to list on the London Stock Exchange’s Main Market in 2018.[2] In September 2021 it became dual listed and its securities were admitted to trading on NASDAQ.[3] With its share price on a high, in November 2021 it issued $40m of “baby bonds”.[4] However, difficult trading conditions in the “crypto winter” of 2022 to 2023 significantly affected profits and share price.[5] Argo explored several financing and corporate deals to restore its financial strength but, suffering from the overhang of the bond debt, failed to complete transactions.
In June 2025, Argo announced a proposed restructuring by which Growler Mining Tuscaloosa LLC (Growler) would inject a loan for immediate working capital needs of the business. Argo would propose a restructuring plan to convert the bonds into ordinary shares. On sanction of the plan, Growler would convert its loan into equity, and contribute valuable crypto assets and additional funding, leaving Growler with a majority stake in Argo.[6]
After an appearance before the NASDAQ Hearing Panel, it was determined that the restructuring plan (unlike a US Chapter 11 restructuring) was not a bankruptcy proceeding for their purposes and so did not invalidate the NASDAQ listing.[7]
Argo had to navigate through a host of other issues, including UK takeover code compliance, delisting from the London Stock Exchange, other NASDAQ listing requirements, and a series of concerns taken into account by the English court in assessing fairness for the cram down. However, the plan was sanctioned in December 2025 and Argo (along with Fossil and New Fortress discussed below) continues to enjoy its NASDAQ listing.
Applying restructuring plans to businesses incorporated outside of England
Fossil Group, Inc, is a US corporation, based in Texas with a business in design and sales of watches, wallets, bags and fashion accessories. Burdened by $150m of unsecured loan notes it explored restructuring options. Having failed to reach the required level of agreement for a consensual deal to extend the maturity date on its notes, it searched for alternatives.
While English restructuring plans are expressed by statute to be available only for companies which are incorporated in England and Wales or have a “sufficient connection” to the jurisdiction, there is a well-trodden path around this restriction known as “Issuer Substitution”. Under this structure, first developed for schemes of arrangement but accepted by the Court of Appeal in England as applicable to restructuring plans,[8] an English company is established as a substitute obligor or co-obligor of debt owed by a foreign company. This substitute unilaterally assumes liability for the financial indebtedness and so engages the jurisdiction of the English courts for restructuring plans (or schemes of arrangement). While the English courts recognise the risks of this approach, they are prepared to accept issuer substitution for “good forum shopping” where it is being used “not to enable a debtor to exploit for its own advantage, and at the expense of a creditor class, the insolvency laws of a particular jurisdiction, but with a view to achieving the best possible outcome for all”.[9]
This approach was adopted in Fossil and considered by the court to be appropriate.[10] To enhance this position, the company also consensually changed the choice of law of the notes from New York law to English law.
The decision was subsequently recognised in the US under Chapter 15 Bankruptcy Code, a provision introduced into US law to implement the UNCITRAL Model Law on Cross-Border Insolvency, which offers more streamlined recognition of overseas insolvency procedures.
What about larger businesses?
In June 2026, the English High Court gave sanction to the restructuring plan of New Fortress Energy, extinguishing $9.6bn of debts.
The group was reported to be “a global LNG infrastructure business involving shipping, storage and liquefaction, and the operation of power generation facilities”.[11] It was headed by New Fortress Energy Inc which was listed on NASDAQ.
The group had a complicated structure and proposed compromises with seven classes of plan creditors relying on five collateral pools. As required by the English procedure, expert evidence was submitted on the “relevant alternative” which was reported to conclude that this was likely to be an accelerated sale of parts of the group under Chapter 11 or other procedures yielding $1.44bn less for creditors than would be the case in the restructuring plan.
English companies in the group had assumed obligations, which brought the plan within the jurisdiction of the English courts. Consistent with earlier cases, the court in New Fortress was willing to sanction a restructuring plan of a business with strong foreign connections in a case of “good” forum shopping.
The plan was subsequently recognised by the US bankruptcy court under Chapter 15 of the US bankruptcy code.
Other benefits of restructuring plans and schemes
In the light of these cases, restructuring plans offer a clear route for NASDAQ listed businesses, wherever incorporated, to compromise financial obligations and maintain their listing. However, restructuring plans and schemes of arrangement under English law also offer a number of other benefits such as:
- A well-trodden path: Following from the long history of schemes of arrangement, restructuring plans are widely respected and are likely to be recognised in the US courts in conventional cases.
- Filling some gaps from Chapter 11: Unlike Chapter 11, schemes of arrangement and restructuring plans have no requirement for a majority by number to approve the plan (and so may reduce the influence of “hold-out creditors”); and are not bound by the absolute priority rule (giving greater flexibility for difference compromises of debt at the same level of statutory priority).
- Effective to vary English debt: An estimated 40% of global business and financial transactions are estimated to be governed by English law. Restructuring plans and schemes of arrangement are effective to vary these obligations, which may not be the case for all non-UK procedures.[12]
- A step down to schemes of arrangement offers a safety net to regulatory change: Even if the use of restructuring plans for NASDAQ business was limited by future rule changes, there is a long history of schemes of arrangement being utilised by US corporations in a wide variety of situations, including takeovers of businesses with no financial difficulty. While they do not offer the possibility of cross class cram down, schemes of arrangement may offer a less aggressive options for appropriate cases.
- Flexibility: while there are guardrails created by the case law, the English procedures have great flexibility. They can be used to compromise some but not all debts of a company, implement corporate restructurings and dovetail with a range of corporate transactions and overseas restructurings and legal proceedings.
Conclusion
English restructuring plans along with schemes of arrangement are flexible tools which may be useful to overcome shortcomings in the Chapter 11 procedure or other non-English restructuring processes. Of particular value in restructuring debts of NASDAQ listed businesses, the adaptability of the structure creates opportunities for businesses in many jurisdictions and with varied restructuring needs.
Fladgate LLP is a London law firm and one of the very few mid-sized English law firms to have acted for a company through a restructuring plan. While much of our work has a cross border element we only practice English law and partner with appropriate law firms in other jurisdictions on cross border matters.
[1] Fladgate acted as English legal adviser for Argo on the restructuring plan (alongside Lowenstein Sandler as US legal adviser and Greenberg Traurig as legal adviser to Growler). Fladgate provided English legal advice to Argo through its history from (and including) its IPO in London.
[2] polaris.brighterir.com/public/argo_blockchain/news/rns/story/w16dn9r
[3] polaris.brighterir.com/public/argo_blockchain/news/rns/story/rmnd0nw
[4] polaris.brighterir.com/public/argo_blockchain/news/rns/story/w6p2mgx; Argo Blockchain - 5 Year Stock Price History | ARBK | MacroTrends
[5] Argo Blockchain - 5 Year Stock Price History | ARBK | MacroTrends
[6] polaris.brighterir.com/public/argo_blockchain/news/rns/story/w3y70yx
[7] polaris.brighterir.com/public/argo_blockchain/news/rns/story/wk44v1r
[8] AGPS Bondco plc [2024] CA para 33
[9] Re Gategroup Guarantee Ltd (2021) at para 22
[10] Re Fossil (UK) Global Services Ltd [October 2025] (convening hearing) paras 124-8
[11] NFE Global Holdings [2026] para 13.
[12] Global position of English law in 2025 – International Data Insights Report | The Law Society
