Petrofac and the Fairness of New Money Financing

I. Introduction

Bankruptcy should be fair. This is a basic intuition that most of us share, frequently codified in statutes across the world.1 Bankruptcy is a “day of reckoning” for the stakeholders of an insolvent firm, where “[o]wnership interests are valued, the assets are sold, and the proceeds are divided among the owners.”2 Judicial sanction is required to confirm the outcome of the bankruptcy. Economic actors have a legitimate expectation that the bankruptcy process will not give a class of creditors or insiders any undue benefit.3

Although we may want bankruptcy to be fair, articulating the meaning of fairness in this context has proved to be a Herculean task. The scope of fairness in bankruptcy has been strongly contested in Anglo-American law since the mid-nineteenth century, giving rise to judicial doctrine that continues to define much of modern bankruptcy practice.4 In American law, the railroad receiverships of the early twentieth century laid the foundation for fairness in corporate restructuring, principally in the form of the absolute priority rule.5 Today, legal innovations such as Restructuring Support Agreements (“RSAs”), Debtor-in-Possession Financing (“DIP Financing”), and pre-bankruptcy liability management exercises further stretch the limits of fairness in the context of bankruptcy.6

Part of the difficulty associated with defining fairness lies in the variety of procedures that a company can resort to when it cannot repay its liabilities. The most straightforward option is for the company to dissolve itself after selling its assets, i.e., liquidation. Alternatively, the company could be sold to a third-party as a going concern. In both cases, distributional fairness is somewhat easier to define. The firm is immediately valued and monetized through market-based price discovery.7 The creditors are lined up and receive their share of the proceeds based on their position within the firm’s capital structure. As Professor Baird argues, the absolute priority rule is naturally suited for such regimes as there is no need for an uncertain non-market judicial valuation.8

The picture is considerably more complicated if the company opts for a reorganization. In a reorganization, the company restructures its liabilities and puts a new capital structure in place. When a firm is reorganized, the creditors give up their claims against the firm in exchange for new securities, commonly ownership interests in the new firm. With a new capital structure, the firm’s obligations moving forward are consistent with future earnings, and it should be able to operate as a going concern.

If a firm’s capital structure is reorganized, what are the entitlements of different stakeholders in the new firm? How do we distribute the restructuring surplus, which we can broadly understand as the value sought to be created by the implementation of the plan?9 This is a difficult question to resolve. Some creditors may contribute capital to the restructured firm, ensuring that it does not slide back into bankruptcy. As consideration, these creditors may claim an outsized share of the restructuring surplus. New money providers are often existing creditors of the firm, raising the possibility that these creditors are appropriating value that belongs to the general creditors.10 How should bankruptcy courts determine the fairness of such a plan?

Judicial valuation and market-testing are the two principal approaches to evaluate fairness of exit financing.11 In Bank of Am. Nat. Tr. & Sav. Ass’n v. 203 N. LaSalle St. P’ship (“203 N. LaSalle”), a case dealing with new money financing by existing shareholders, the U.S. Supreme Court famously adopted the latter and held that the “best way to determine value is exposure to a market”.12 This framework was recently adopted by the United Kingdom Court of Appeal in the Petrofac case.13 As the first judgment addressing the fairness of exit financing under the United Kingdom’s new restructuring regime, the Petrofac judgment has immense significance. 

This paper explores the fairness of new money financing through a comparative lens. I show that, despite some initial reluctance, courts in the United Kingdom have incrementally adopted the “market testing” approach developed by the U.S. Supreme Court in 203 N. LaSalle. I also explore some of the key issues that persist after Petrofac, such as the need for appropriate guardrails to prevent abuse of the bankruptcy process.  

Part II contextualizes the need for new capital in reorganization and provides an overview of the practice in Chapter 11 cases. Part III reviews the jurisprudence on fairness in the context of Part 26A restructuring plans in the United Kingdom, culminating in the Petrofac judgment. Part IV evaluates the shift towards market testing. Part V concludes.

II. Exit Financing in Chapter 11 Cases

Liquidity concerns are often the root cause behind a firm’s decision to file for bankruptcy. By filing for bankruptcy under Chapter 11, the debtor is granted an automatic stay, allowing it to buy some time and accumulate cash that may otherwise have been used for repayment of its lenders.14 Although amendments to the Uniform Commercial Code have made it more difficult to free up cash,15 debtors continue to cite the need for liquidity as one of the primary reasons behind filing for Chapter 11.16 

That being said, the debtor’s cash holdings are rarely sufficient to fund the restructuring. During the restructuring process, the debtor needs cash to operate as a going concern and pay professional fees.17 This is generally achieved through DIP Financing.18 The lender providing DIP Financing receives a fee that is attractive, potentially along with the roll-up of its prepetition debts.19 To prime existing secured creditors, Section 364(d)(1) of the Bankruptcy Code requires the trustee to show that she “is unable to obtain such credit otherwise.”20 Ideally, the DIP Financing should not facilitate a transfer from the firm’s prepetition claimants to the DIP Financing lender.21

Even then, the debtor still requires more cash. For a plan to be confirmed, the debtor will have to make cash payments for certain administrative expenses and priority unsecured claims, as well as repay its DIP lenders. The debtor must also show that the plan is “feasible,” i.e., that it has “financing sufficient to do what the plan provides and not lead to another filing in the short order.”22 Essentially, the debtor will have to raise new capital to successfully complete the restructuring. 

The firm’s existing creditors will frequently provide the necessary exit financing. This is the case for several reasons. Existing creditors already have the necessary information to price their investment.23 This gives them an edge compared to third-party investors, who will have to conduct expensive due diligence before making an investment. Existing creditors also have an incentive to fund the debtor post-restructuring—they may hold equity in the restructured firm, whose value will increase if the firm is successful.24 In modern Chapter 11 cases, the debtor and its creditors will often agree on the exit financing before the filing itself, in the form of an RSA.25 

For a Chapter 11 plan to be confirmed, it must satisfy the “fair and equitable” test under Section 1129(b)(1) of the U.S. Bankruptcy Code.26 In Case v. Los Angeles Lumber Products, the U.S. Supreme Court held that the phrase “fair and equitable” was a “term of art used to indicate that a plan of reorganization fulfilled the necessary standards of fairness.”27 The applicable standard of fairness was the rule of absolute priority: the “stockholder’s interest in the property is subordinate to the rights of creditors. First, of secured, and then of unsecured, creditors.”28 However, the Court added a caveat to this rule. If the old stockholders provided new money “essential to the success of the undertaking,” there could be no objection to deviations from the absolute priority rule.29 This is known as the “new value” exception. In an era where markets had little appetite for distressed investing, existing stockholders were seen as the primary source of financing. Exceptions to absolute priority were deemed “practical necessities” for a successful restructuring to take place.30 

Six decades after Case, the U.S. Supreme Court set out the framework to assess the fairness of new money financing. In 203 N. LaSalle, the debtor proposed a plan in which the old equity holders would provide exit financing for the restructured entity.31 The old equity holders were the only ones given the opportunity to provide this capital, while the unsecured claim was discharged for 16% of its present value.32 The unsecured creditor challenged the plan, arguing that it violated the absolute priority rule as the stockholders were receiving an interest without full satisfaction of unsecured claims.33 The debtor argued that the old equity holders were providing “new value.” The Supreme Court rejected the debtor’s argument, pointing to the fact that the old equity holders had been given an exclusive opportunity to provide capital.34 The Court pointed out that there was “no apparent reason for giving old equity a bargain” and that such exclusivity protected against the “market’s scrutiny of the purchase price”.35 After 203 N. LaSalle, new capital contributions from existing stockholders would have to be tested in the market if such a procedure resulted in a deviation from absolute priority. 

Why is it necessary to market-test exit financing? New money financing provides an avenue for one group of creditors to collude with the debtor and unfairly increase their share of the restructuring surplus, at the expense of pre-petition creditors. As Professor Miller argues, unmarketed exit financing is functionally similar to gifting in that “[t]hey both grant priority-deviating chapter 11 plan distributions as consideration for support of the plan.”36 This phenomenon is illustrated through ConvergeOne.37 Prior to filing for Chapter 11, the debtor and a group of creditors entered into an RSA, where the lender group agreed to backstop the debtor’s equity rights offering.38 In exchange for this backstop commitment, the lender group received a 10% premium through discounted equity purchases, resulting in a recovery that was 31% higher than non-participating creditors.39 This was challenged by the excluded creditors, who argued that the exclusive backstop constituted unequal treatment prohibited under Section 1123(a)(4).40 The District Court agreed with the excluded creditors, finding that “the Debtors made no attempt to put the investment opportunity into an open-market option, seek any third-party input, or otherwise test the fair-market valuation of the backstopping agreement.”41 Essentially, without market-testing, the debtor had failed to meet the threshold standard set by 203 N. LaSalle.

III. Restructuring Plans in the United Kingdom

In the early days of the Covid-19 pandemic, the UK Government enacted the Corporate Insolvency and Governance Act (“CIGA”), promulgating changes that had been in the pipeline since the 2008 Financial Crisis. CIGA introduced a new procedure known as a “restructuring plan,” which is, in many ways, similar to a Chapter 11 restructuring.42 Among other changes, CIGA permits the court to sanction a scheme even if a class of creditors has objected to it. Petrofac is possibly the most significant judgment to date on the fairness of the restructuring plan under the new regime. 

This Section describes the journey to Petrofac. It begins by setting out the institutional context behind the restructuring plan regime. Thereafter, it explores the understanding of fairness in English restructuring law prior to Petrofac, including its engagement with 203 N. LaSalle. Finally, it reviews the judgment in Petrofac and analyzes its implications for corporate restructuring in the United Kingdom. 

A. The Institutional Context

The CIGA inserted Part 26A in the Companies Act 2006, creating a collective mechanism for distressed companies known as a “restructuring plan.”43 Under Part 26A, a company experiencing financial distress “affecting . . . its ability to carry on business as a going concern” can propose a restructuring plan with its creditors.44 Although functionally similar to a scheme of arrangement, the restructuring plan had one significant advantage: the power to cramdown classes objecting to the scheme.45 This was intended to address the problem of holdout creditors, who had been identified as a major shortcoming of the English system when compared to Chapter 11.46 Section 901G sets out the two conditions for approval of the restructuring plan. Condition A requires the court to be satisfied that “none of the members of the dissenting class would be any worse off [under the scheme] than they would be in the event of the relevant alternative.” Condition B mandates approval by “75% in value of a class of creditors . . . who would receive a payment, or have a genuine economic interest in the company, in the event of the relevant alternative.”47 

Even if these conditions have been met, Section 901F provides that the court “may” sanction a scheme.48 The Explanatory Notes to CIGA clarify that the court can still exercise its discretion and decline to sanction a scheme if it is not “just and equitable.”49 Interestingly, CIGA did not set out the meaning of the term “just and equitable.” Professor van Zwieten argues that this reflects a conscious decision on the part of the lawmakers, who “preferred to trust courts—already experienced with filling out the sparse statutory framework for schemes of arrangement—to develop the law.”50 Although this term mirrors the language underlying the absolute priority rule in American bankruptcy law, the drafters appear to have made a conscious decision to omit the absolute priority rule from CIGA.51 It has thus fallen on the courts to define the contours of fairness when a company proposes a restructuring plan. 

B. The Road to Petrofac

As early as 1891, the Court of Appeal held that courts would start from the presumption that creditors were the best arbiters of their commercial interests, rather than judges.52 It was not the “province of the Court to say that every conceivable scheme which the ingenuity of man can suggest was not laid before them and submitted to them.”53 However, the court would consider the following two factors when determining whether to sanction the scheme: first, whether there was any majority oppression of the minority; second, whether the scheme was a fair scheme on the merits that any creditor could reasonably approve.54 The second prong is crucial. Under this limb, courts would compare the position of the creditors under the scheme with their position without the scheme.55 It is important to note that the court is not determining the “best” scheme. Rather, the analysis is restricted to whether the scheme is a fair one.56 

The principles outlined above have proved to be highly instructive in the development of caselaw under Part 26A, specifically pertaining to exit financing. In Virgin Active, out-of-the-money landlords challenged the restructuring plan, arguing that the plan unfairly benefitted shareholders who were retaining their equity in exchange for a capital injection.57 The Court rejected this argument, noting that out-of-the-money creditors did not have an economic interest in the debtor and thus, could not challenge the scheme.58 On the injection of new money, the Court specifically noted the U.S. Supreme Court’s judgment in 203 N. LaSalle, distinguishing it on the grounds that the objecting creditors were out-of-the-money.59 Even though there was no market testing, the Court concluded that there was no evidence that the new money could have been obtained in the market at a lower price.60 Essentially, out-of-the-money creditors did not have standing to challenge the pricing of exit financing.

Subsequent cases tempered the ruling in Virgin Active. In Thames Water, the at-issue restructuring plan was proposed for the Thames Water Group, a water and sewerage undertaker.61 The plan was proposed as a bridge—an interim measure—to facilitate a comprehensive restructuring after a future equity raise.62 In approving the plan, the Court of Appeal rejected the approach in Virgin Active, holding that the mere fact that the dissenting class was out-of-the-money does not necessarily justify its exclusion from the restructuring surplus.63 The dissenting creditors also argued that the company could have received better terms on its bridge financing.64 The Court of Appeal rejected this objection, noting that there was “no evidence as to what terms are available in the market, without which the assertion that the costs associated with the SSF are excessive compared to what could have been obtained remains speculation.”65 In other words, while the out-of-the-money creditors had the right to challenge the distribution of restructuring surplus, they had to provide specific evidence showing that the new capital was obtained at above-market prices. 

C. Petrofac

This brings us to Petrofac.66 The two plan companies—Petrofac Limited and Petrofac International (UAE) LLC—and their subsidiaries constituted the Petrofac Group.67 The Petrofac Group provided services in the energy industry, primarily working on the design, construction, and operation of energy facilities.68 The Petrofac Group had been facing financial difficulties since 2017, when it was investigated by the Serious Fraud Office on allegations of bribery and money laundering.69 A refinancing of its debt in 2021 failed to address its financial problems, following which the Petrofac Group began exploring the feasibility of a restructuring plan with its creditors.70 

The Petrofac Group negotiated the restructuring plan with a group of five lenders, who constituted the ad-hoc group and held senior secured debt.71 Among other terms, the plan proposed a debt-equity swap, in which senior secured debtholders would receive equity amounting to 17.5% of the equity in Petrofac Limited.72 Unsecured liabilities estimated to be around USD 3 billion were written off.73 The plan also provided for new money financing of USD 350 Million, against which the lenders would receive 67.7% of the post-restructuring group’s equity.74 The ad-hoc lenders also received backstop fees and work fees amounting to USD 62.6 Million and USD 7.1 Million, respectively.75 The enterprise value of the restructured group was estimated to be between USD 1.4 billion and USD 1.75 billion.76 The principal objection to the plan was raised by Saipem and Samsung, joint venture partners who held an unsecured claim against Petrofac in relation to a clean fuels project in Thailand.77 The restructuring plan was sanctioned by the High Court.78 

The Court of Appeal followed its previous judgment in Thames Water, holding that the mere fact that creditors were “out-of-the-money” does not provide sufficient justification to exclude them from the benefits of the restructuring.79 For present purposes, it is the Court’s analysis of the new money financing that is most relevant. The Court noted that the new money financiers were receiving a return of 211.7% on their investment, based on the valuation that had been prepared by the plan company.80 There was no evidence that market testing had been conducted.81

The Court specifically rejected the argument that a return of 211.7% was proportionate considering the precarious financial situation of the Petrofac Group.82 Instead, the relevant question was the cost of new financing on day one after the restructuring had concluded. The Court reasoned that: 

If – as the evidence here suggests – the increase is such that the price becomes disproportionate to the price at which equivalent finance could have been obtained in the market, then for the reasons that we have explained, it becomes a benefit, not a cost, of the restructuring, which needs to be specifically justified.83

This finding is highly significant. The Court of Appeal followed Thames Water on the standing of out-of-the-money creditors. However, unlike Thames Water and Virgin Active, the Court went one step further, placing the burden on the debtor to justify the distribution of restructuring surplus to the new money financier. In light of the fact that over two-thirds of the post-restructuring equity would be held by the exit financier, the Court of Appeal held that there had been a material error in approving the plan.84 

Consider the broader shift in the meaning of fairness across these cases. In Virgin Active, out-of-the-money creditors had no right to challenge the fairness of new financing, even if the capital was obtained on terms that were materially above-market. Petrofac fundamentally reverses this position of law. New money financing must be market-tested, and it does not matter whether the objecting creditors were “out-of-the-money.”

IV. Evaluating Petrofac and the Future of Market Value

At a broad level, there is reason to be optimistic about the adoption of market value to test the fairness of new funding. By placing the onus on the company to show that the new money is being raised on the best possible terms, Petrofac creates a safeguard against egregiously priced financing. A group of lenders cannot appropriate rents belonging to the general creditors in the name of exit financing. As pointed out by Judge Easterbrook, market competition is the best way to determine whether the new investment will actually yield substantial benefits for the bankruptcy estate.85 From a systemic perspective, the adoption of “market value” may have knock-on effects on the success of the Part 26A restructuring plan mechanism, which is still at a nascent stage. As Professors Roe and Simkovic argue, the “reorientation toward market-based valuation was plausibly central to bankruptcy’s success” in the United States.86 Exposure to the market could have a similar impact in the United Kingdom’s restructuring market. 

That being said, subsequent cases will also have to proactively review market-testing procedures to ensure that they actually encourage competition between financiers. Consider the facts in Petrofac with the following variation. The new money lenders—who are existing creditors of the debtor—receive a 211.7% return on their capital and hold 67.7% of the equity in the post-restructuring group. However, the debtor also claims to have conducted a market test and was unable to obtain better terms. Should the court bless this arrangement on this statement alone? There are a plethora of reasons to be skeptical. For starters, the company may game the results of its market test, ensuring that only the existing creditors will be willing to provide capital. The company may take an extreme bargaining position or not provide the necessary information to the market, disincentivizing third parties from investing capital. Information asymmetries between inside lenders and outside lenders further exacerbate this problem. A lender at an informational disadvantage will hesitate before offering better terms than an existing lender, fearing that the inside lender has access to better information regarding the firm’s prospects.87 In these situations, courts must proactively ensure that the requirement of exploring the market is complied with as a matter of substance, rather than just form. 

Petrofac also adopts a somewhat inconsistent approach to valuation of the debtor for the purposes of exit financing. The Court of Appeal correctly points out that new money must be priced on the basis of the debtor’s valuation the day after the restructuring i.e., after existing liabilities have been discharged.88 The pre-bankruptcy financial position of the firm—which may have significant debt overhang problems89—cannot be the appropriate benchmark to assess fairness in pricing. This does not, however, mean that exit financing must always be raised at the debtor’s plan valuation. The market may not agree with the debtor’s valuation, necessitating financing at a discount. In fact, it is common for exit financing in Chapter 11 cases to be discounted against the plan value of the post-restructuring debtor.90 Discounts are necessary to attract financiers, who may otherwise be unwilling to invest capital. Recent rights offerings have typically been issued at a discount in the range of 20 to 25 percent.91 Subsequent cases will need to clarify a consistent and fair approach to valuing the debtor for exit financing purposes.

V.  Conclusion

This paper traces the adoption of market testing in the United Kingdom’s restructuring plan fairness jurisprudence. After Petrofac, the market value test—developed by the U.S. Supreme Court in 203 N. LaSalle—is now firmly entrenched in the United Kingdom. Benchmarking new financing to the market is indisputably a positive development. That said, the devil lies in the details. How courts refine and apply that benchmark in practice will determine whether market testing fulfils its promise of fairness or proves to be little more than a formality.

• See e.g.,11 U.S.C. § 1129(b)(1); Insolvency and Bankruptcy Code, 2016, § 30 (India).
• Douglas G. Baird, The Uneasy Case for Corporate Reorganizations, 15 J. Legal Stud. 127, 127 (1986)
• Stephen J. Lubben, Fairness and Flexibility: Understanding Corporate Bankruptcy’s Arc, 23 U. Pa. J. Bus. L. 132, 132 (2020).
• See e.g., David A. Skeel, Jr., Debt’s Dominion 48-100 (2001).
• Bruce A. Markell, Owners, Auctions, and Absolute Priority in Bankruptcy Reorganizations, 44 Stan. L. Rev. 69, 74–87 (1991).
• See, e.g., Douglas G. Baird, Three Faces of Creditor-on-Creditor Aggression, 97 Am. Bankr. L.J. 213, 251–52 (2023); Robert W. Miller, Loan-to-Own 2.0, 17 Drexel L. Rev. 1, 42–46 (2024); Vincent S.J. Buccola, Sponsor Control: A New Paradigm for Corporate Reorganization, 90 U. Chi. L. Rev. 1, 4–6, 39 (2023).
• Mark J. Roe, Bankruptcy and Debt: A New Model for Corporate Reorganization, 83 Colum. L. Rev. 527, 559 (1983).
• Douglas G. Baird, Priority Matters: Absolute Priority, Relative Priority, and the Costs of Bankruptcy, 165 U. Pa. L. Rev. 785, 788 (2017).  
• Riz Mokal, The Two Conditions for the Pt 26A Cram Down, 35 J. Int’l Banking Fin. L. 730, 730 (2020).
• Vincent S.J. Buccola, Unwritten Law and the Odd Ones Out, 131 Yale L.J. 1559, 1577–78 (2022).
• Robert W. Miller, The Gift of Exit Financing, 109 Marq. L. R. 109, 167 (2025).
• Bank of Am. Nat. Tr. & Sav. Ass’n v. 203 N. LaSalle St. P’ship, 526 U.S. 434, 457 (1999).
• In the matter of Petrofac Limited [2025] EWCA Civ 821 (U.K.) (“Petrofac”).
• Kenneth Ayotte & David A. Skeel Jr., Bankruptcy Law as a Liquidity Provider, 80 U. Chi. L. Rev. 1557, 1559 (2013).
• Vincent S.J. Buccola, Adi Marcovich Gross & Matthew R. McBrady, The Backstop Party 9 (Coase Sandor Inst. L. Econ., Research Paper No. 25-13, 2025).
• Ayotte & Skeel, supra note 14 at 1559–60.
• Buccola et al., supra note 15 at 9.
• Douglas Baird & Martin Bienenstock, Debtor-In-Possession Financing (Pre-Petition & Lock-Up Agreements), 1 DePaul Bus. & Comm. L.J. 589, 590 (2003).
• Id. at 590–91.
• 11 U.S.C. § 364(d)(1).
• George G. Triantis, A Theory of the Regulation of Debtor-in-Possession Financing, 46 Vand. L. Rev. 901, 903 (1993).
• Buccola et al., supra note 15, at 10.
• See Kenneth Ayotte & Alex Zhicheng Huang, Standardizing and Unbundling the Sub Rosa DIP Loan, 39 Emory Bankr. Dev. J. 523, 528–29 (2023).
• Buccola et al., supra note 15, at 11.
• Douglas G. Baird, Bankruptcy’s Quiet Revolution, 91 Am. Bankr. L.J. 593, 603 (2017).
• 11 U.S.C. § 1129(b)(1).
• Case v. Los Angeles Lumber Prods. Co., 308 U.S. 106, 118 (1939).
• Id. at 116.
• Id. at 117.
• Miller, supra note 11, at 143–44.
• 203 N. LaSalle, 526 U.S. at 440.
• Id.
• Id. at 442.
• Id. at 454–55.
• Id. at 456.
• Miller, supra note 11, at 164.
• In re ConvergeOne Holdings, Inc., No. 24-90194 (Bankr. S.D. Tex. Sept. 25, 2025).
• Id. at *2–*3.
• Id. at *3, *17.
• Id. at *4.
• Id. at *18.
• Corporate Insolvency and Governance Act 2020, sch. 9 (U.K.); see Kristin van Zwieten, Mid-Crisis Restructuring Law Reform in the United Kingdom 24 Eur. Bus. Org. L. Rev. 287, 290 (2023).
• van Zwieten, supra note 42, at 290, 301.
• Companies Act 2006, § 901A (U.K.).
• Sarah Paterson, The Conceptual Foundation of Cross-Class Cramdown 2 (June 29, 2025) (unpublished manuscript).
• Sarah Paterson, Judicial Discretion in Part 26A Restructuring Plan Procedures 3 (August 3, 2022) (unpublished manuscript).
• Companies Act 2006, § 901G (U.K.).
• Companies Act 2006, § 901F (U.K.).
• Corporate Insolvency and Governance Act 2020, Explanatory Notes, ¶ 15 (U.K.).
• van Zwieten, supra note 42, at 307.
• Id.
• In re English, Scottish and Australian Chartered Bank (1893) 3 Ch 385 (U.K.).
• Id. at 414.
• Paterson, supra note 45, at 5.
• Id. at 5–6.
• Id. at 6.
• In re Virgin Active Holdings Ltd [2021] EWHC 1246 (Ch) (U.K.).
• Id. ¶ 247.
• Id. ¶ 287. 
• Id. ¶ 297.
• In the matter of Thames Water Utilities Holdings Ltd. [2025] EWCA Civ 475 (U.K.).
• Id. at *6.
• Id. at *29.
• Id. at *20.
• Id. at *40.
• In the matter of Petrofac Limited [2025] EWCA Civ 821 (U.K.).
• Id. at *2.
• Id. at *3.
• Id.
• Id. at *4.
• Id. at *6.
• Id. at *7.
• Id. at *25.
• Id. at *9.
• Id. at *11.
• Id. at *8–*9.
• Id. at *5.
• Id. at *2.
• Id. at *21–*22.
• Id. at *25.
• Id. at *30.
• Id. at *32.
• Id. at *34.
• Id.
• In re Castleton Plaza, LP, 707 F.3d 821, 821–22 (7th Cir. 2013).
• Mark J. Roe & Michael Simkovic, Bankruptcy’s Turn to Market Value, 92 U. Chi. L. Rev. 285, 289 (2025).
• Ayotte & Skeel, supra note 14, at 1580.
• Petrofac, at *32.
• See generally Kenneth Ayotte & David A. Skeel Jr., Bankruptcy or Bailouts, 35 J. Corp. L. 469, 474 (2010).
• Miller, supra note 11, at 156.
• Jay M. Goffman & George Howard, Rights Offerings Prove Popular with Both Debtors, Distressed Investors, J.Corp.Renewal, Jan.–Feb. 2018, at 5.