In appointing restructuring provisional liquidators to the Cayman Islands incorporated company, CW Group Holdings Limited ("CW"), in the face of opposition from a creditor seeking a remedy that may have led to CW's liquidation, the Cayman Islands court has reinforced its reputation in (i) putting company rescue first and (ii) seeking to ensure that returns to creditors are maximised. A significant step has also been taken in applying a more commercial and pragmatic reality to the question of officeholder independence.
Maples and Calder has once again been recognised for its cross border restructuring expertise on the successful restructuring of Ocean Rig UDW and three of its subsidiaries comprising US$3.7 billion of financial indebtedness by receiving the award for "Innovation in Cross-border Insolvency and Restructuring" at the GRR Awards 2018
Maples and Calder has been recognised for their recent Cayman Islands and Irish legal advice to Ocean Rig UDW and three of its subsidiaries on the successful restructuring of US$3.7 billion of financial indebtedness. The complex and cutting edge restructuring, which is the largest ever Cayman Islands cross border debt restructuring, secured the firm "Restructuring of the Year ($1B - $5B)" and "Energy Deal of the Year" at the 10th Annual M&A Advisor Awards.
In a decision that does much to reassert legal certainty for investors in Cayman Islands funds the Cayman Islands Court of Appeal ("CICA") has overruled a decision of the Grand Court concerning the circumstances in which an official liquidator of a solvent company could rectify the register of members, in 'In the matter of Herald Fund SPC (in official liquidation)'.
The Grand Court had held that section 112(2) of the Companies Law empowered an official liquidator to go behind a contractually binding (but misstated) NAV and substitute a correct NAV in its place. The CICA disagreed and, while noting the potential for harsh and indeed arguably unfair outcomes for some investors where a binding (but misstated) NAV was upheld, preferred to uphold the principle of legal certainty for all investors, and followed the recent line of authority from the Privy Council decisions in Fairfield Sentry and Pearson v Primeo.
In this article Caroline Moran and Nick Herrod, who acted for the successful scheme of companies, discuss the Ocean Rig restructuring of US$3.7 billion in New York law governed debt, the largest ever Cayman Islands restructuring.
This article first appeared in the December 2017 Corporate Rescue and Insolvency Journal.