Harbour Energy clears path for Waldorf acquisition after UK court ruling

(Bloomberg) – Harbour Energy Plc is set to acquire Waldorf Production UK after a London court dismissed an objection to plans to write off most of Waldorf’s unpaid taxes. 

The North Sea oil producer had made its acquisition conditional on restructuring Waldorf’s debt, including wiping out most of what it owes to His Majesty’s Revenue & Customs. In a ruling handed down on Tuesday, Justice Michael Green found that the plan was better for all creditors – including HMRC – than insolvency.

HMRC, which is owed about £70 million ($94.8 million) by Waldorf, was the sole dissenting creditor to the restructuring proposal. It argued that the plan should not be approved if it involved extinguishing the unpaid taxes, saying that could set a dangerous precedent for other British companies to follow. 

In his ruling, Justice Green approved the use of a cross-class cramdown, a mechanism that allows a company to push through a restructuring plan even without the consent of a set of creditors, in this case HMRC. 

The UK revenue collection agency is set to receive 14% of the nominal value of the tax Waldorf owes. Bondholders will recover 62.3% of the face value of their exposure, while super senior noteholders should get the entirety of their investment back if the plan is successful. 

Harbour Energy said in December it had agreed to pay $170 million for all of Waldorf Energy Partners Ltd. and Waldorf Production Ltd.

The ruling is the latest twist in a restructuring saga at Waldorf that has lasted years. An earlier plan was struck off by a London court in 2025. For Harbour, the deal will add 20,000 barrels of oil equivalent a day to its production and increase the company’s share of the Catcher field in the North Sea to 90% from 50%.