New Fortress Energy: A US-Listed Energy Group Chooses an English Restructuring Plan Over US Chapter 11

In a case that offers new guidance to US-listed companies that are increasingly using English restructuring plans (RPs) instead of US Chapter 11, the High Court of England and Wales sanctioned two interconditional RPs proposed by subsidiaries of a US-listed global LNG infrastructure group, New Fortress Energy Inc. (NFE), that restructured approximately $5.7 billion of external debt ($8 billion including the intercompany obligations addressed by the plans). The plans were subsequently recognised under Chapter 15 by the US Bankruptcy Court for the Southern District of New York, completing the cross-border journey that has become the signature feature of this new generation of restructurings.

The 57-page written opinion by the US court, in what is the first detailed written judgment regarding what it terms “COMI tourism,” is essential reading for any US group contemplating an English RP route. The English court also made clear that, for a US group with most of its assets outside of England, the strategy deployed in this case was an example of good forum shopping. The contrast in tone across the Atlantic is itself instructive — the US court was more sensitive to what it terms “bankruptcy tourism” and concerned by the opportunity for its abuse through centre of main interest (COMI) manipulation, a distinction that will matter to the next plan company arriving in New York on a less consensual fact pattern.

Background

NFE owns and operates LNG infrastructure and an integrated fleet of ships and logistics assets across Puerto Rico, Mexico, Nicaragua and Brazil. Following a 2024 liability management exercise that refinanced near-term maturities but did not resolve the group’s underlying difficulties, as well as continued operational setbacks (permitting and construction delays, the early termination of a FEMA contract in Puerto Rico, delayed Brazilian power auctions) and a deteriorating liquidity position, the group was unable to meet interest payments across its debt instruments by late 2025. The market value of the group’s equity collapsed by approximately 91% over a 12-month period. Roughly eight months of negotiations, involving approximately 85% of creditors by value, produced a restructuring support agreement signed in March 2026 by 778 creditors representing approximately 97% of in-scope liabilities, paving the way for the RPs.

Paul Hastings advised a group of legacy bondholders of NFE on the restructuring through two interconditional English law restructuring plans under Part 26A of the Companies Act 2006. The RPs, proposed by NFE Global Holdings Limited and NFE Brazil Newco Limited, were sanctioned on 18 June 2026 by Mr Justice Cawson in the High Court of England and Wales and recognised under Chapter 15 by a ruling of Chief Judge Martin Glenn in the Southern District of New York on 26 June 2026.

The Plans

The RPs restructure the group’s funded debt, reducing it from $5.7 billion to under $1 billion in what is believed to be the largest consensual restructuring implemented through Part 26A to date. They formally separate NFE’s Brazilian operations from the rest of the group, with ownership of each resulting business passing to its respective creditors: BrazilCo becomes wholly creditor-owned, while CoreCo becomes 65% creditor-owned. Restructuring benefits were allocated in two stages: first between five collateral pools by reference to the increase in value each pool derived against the relevant alternative, and then pari passu within each pool, an allocation methodology that attracted no objection from the English court and which Cawson J described as logical and fair. Existing shareholders retain 35% of the listed common stock (a concession needed to secure the shareholder approvals required under Nasdaq rules and Delaware law), though that stock is subject to dilution to below 5% if certain conditions are not met. The RPs also release Plan Creditors’ claims against every group obligor, a feature unavailable on a nonconsensual basis in US Chapter 11 proceedings since the Supreme Court's decision in Harrington v. Purdue Pharma L.P. in 2024.

This is also the third occasion on which Part 26A has been shown to be compatible with Nasdaq’s continued listing requirements, following the restructuring plans of Fossil Group and Argo Blockchain. The Part 26A regime has definitively opened a path for Nasdaq-listed companies to restructure without putting their listing at risk in the way that is not currently available under US bankruptcy law.

Creditor Support, Voting and a Voluntary Cram-Down Analysis

At plan meetings held on 15 June 2026, six of the seven creditor classes voted unanimously in favour of the RPs. The seventh class, the legacy noteholders, voted 99.84% in favour, with a single creditor holding less than 0.1% of total plan debt voting against. Turnout was 100% at three meetings and exceeded 99.6% at three others, with the legacy noteholder class at 89.69% by value.

With every class voting in favour, the cross-class cram-down power was never engaged. Notably, however, Cawson J did not simply sanction on the standard scheme principles: he conducted a full analysis of the relevant alternative and the allocation of restructuring benefits, the framework that would ordinarily apply only on a cross-class cram-down, expressing the view that the relevant alternative provides a helpful baseline for evaluating fairness even where no class is being crammed. The plans were projected to deliver a combined uplift of approximately $1.44 billion against the relevant alternative (a Chapter 11 filing and distressed asset sales for CoreCo; an accelerated going-concern sale for BrazilCo). Among the six reasons Cawson J gave for concluding that an intelligent and honest class member could reasonably approve the plans were the overwhelming majorities, the uplift, the logic of the allocation methodology and the absence of any real opposition featured alongside the shareholders’ retained equity, which he held to be unobjectionable given its limited day-one value and the need for shareholder cooperation to implement the restructuring.

A class constitution point is also worth noting for future deals. A subscription offer (a capital raise open to BrazilCo creditors) was taken up by only some members of the single BrazilCo class, prompting the question of whether the class had been fractured. Hildyard J held at the convening hearing that no fracture arose because the offer was made uniformly to all members of the class; the relevant question is whether the offer was made uniformly, not whether uptake was uniform. Cawson J added three further reasons at sanction: (1) the capital raise was a separate commercial transaction rather than part of the plan itself; (2) participating creditors were not “affected” by the plans in any materially different way; and (3) fracturing the class would have created a very small minority class disproportionate to the purpose of class constitution. For sponsors and creditor groups structuring new money offers alongside a plan, this is a helpful confirmation that uniformity of opportunity is what matters.

Third-Party Releases Before the English Court

Both plan companies executed deeds of contribution to create ricochet claims against themselves, providing the legal basis for the group-wide third-party releases. Cawson J expressed hesitation about structures that appear artificially designed to bring third-party releases within the scope of a restructuring plan but declined to characterise the ricochet claims as a blot in the circumstances. Practitioners should read that hesitation as a marker: The technique survived, but on facts featuring near-unanimous support and no opposition, and the connection between the claims released and the plan company’s liabilities can be expected to attract continued scrutiny.

The adviser and director releases also reflected a post-Thames Water drafting development: A specific exemption ensured that directors and advisers were not released from claims that would have been available against them in an insolvency of the relevant group company. With that carve-out in place, the court concluded the adviser releases did not amount to a blot.

Chapter 15 Recognition in New York: The Hearing

Judge Glenn's questioning at the US Chapter 15 recognition hearing was no procedural formality. Four themes stood out for practitioners structuring similar transactions:

No class left worse off by the trip to London and back. Judge Glenn queried whether any creditor had been disadvantaged by restructuring in England rather than Chapter 11. He focused on the legacy noteholders, projected to recover only 26% under the RPs, and pressed counsel to confirm a US process would not have done better by them. The answer — that Chapter 11 would have triggered asset sales across the relevant collateral pools and produced a recovery of only 13% — satisfied him, though he required the underlying financial adviser’s report be filed on the docket rather than taken on counsel’s word. A strong relevant alternative analysis is not just an English court requirement; it is now, in practice, part of the Chapter 15 evidentiary record.

Shareholders keeping a slice of the pie. Judge Glenn also sought to understand what percentage of equity existing shareholders would retain. The answer, 35%, sits oddly with the US absolute priority rule, under which equity ordinarily receives nothing unless every senior class is paid in full or consents. Part 26A asks only whether creditors are no worse off than under the relevant alternative, leaving room for shareholders to retain value where doing so serves a legitimate commercial purpose: here, the Nasdaq and Delaware approvals that were needed to implement the restructuring. Judge Glenn raised no objection, but his questions show this divergence from absolute priority is exactly the feature US courts are watching as more listed companies take the English route.

Cram-down, even though nobody needed it. Judge Glenn also asked about cross-class cram-down, even though NFE’s plans did not require it. Every class voted in favour, so the power was never engaged. The question nonetheless signals that a future Part 26A case reaching Chapter 15 on the back of an actual cram-down, rather than near-unanimous support, may face closer scrutiny in New York than NFE’s largely uncontested journey through both courts.

Third-party releases: fine for co-obligors, harder for mass tort claims. Group-wide releases for co-obligors drew no real objection from the bench. Judge Glenn was clear, however, that releases extending to third-party mass tort claims would present a “tougher issue”, a comment that lands against the backdrop of other pending matters where US mass tort claimants are being asked to release claims through a foreign restructuring. He did not draw that comparison himself, but the distinction is one future Part 26A plans with any US tort exposure will need to take seriously.Notably, this comment was made from the bench and does not appear in the subsequent written opinion.

Judge Glenn’s Written Opinion: Recognition Granted, With a Roadmap for Refusal

Judge Glenn’s promised written opinion arrived on 14 July 2026 (In re NFE Global Holdings Ltd, Case No. 26-11268 (MG) (Bankr. S.D.N.Y. July 14, 2026)), and it delivers considerably more than the recognition order it explains. Recognition of the English proceedings as foreign main proceedings was confirmed, together with enforcement of the sanction order and the Plan Releases in full. It is the first detailed written treatment of the structure; the Fossil Chapter 15 court issued only an order, without an opinion, and Judge Glenn observes that US jurisprudence on what he calls “COMI tourism” remains limited. The opinion is best read as a “yes, but” judgment — recognition was granted on these facts, accompanied by an express analytical framework for denying it based on examples that are felt to offend policy.

The question Judge Glenn poses at the outset is whether COMI tourism, a foreign debtor affiliate of a US-based group established specifically to pursue a foreign restructuring followed by a Chapter 15 case, is a basis to deny recognition and enforcement. His answer is that nothing in the text of Chapter 15 precludes recognition in such cases, but that courts must apply “cautionary principles” first. The particular risk he identifies is that by establishing a UK debtor to file under Part 26 or 26A, a debtor may circumvent the requirements of the US Bankruptcy Code to disadvantage some creditors, and he notes pointedly that the releases and exculpations permissible under English law push the boundaries of what is available in Chapter 11. Several features of the opinion should be drawn out:

Sufficient connection is not COMI. Judge Glenn draws out the mismatch at the heart of these structures: English eligibility turns on “sufficient connection”, while Chapter 15 recognition turns on COMI, and the two are not the same standard. He observes, in what reads as gentle criticism, that the Fossil recognition order concluded that COMI was in England without analysis. Where a Part 26 scheme or Part 26A plan restructures the debt of a non-UK group, a Chapter 15 court should scrutinise COMI closely to be sure the plan has not been used unfairly to favour one creditor group over others, or to achieve a result that could not be achieved in a Chapter 11 case. Here, the registered-office presumption stood unrebutted, supported by the debtors’ English books and records, English bank accounts, a UK corporate secretary and a UK-resident director serving as foreign representative — a factual template worth replicating on future deals.

Bad faith COMI manipulation can defeat recognition. Reaching back to his own remarks in Codere (2020), Judge Glenn confirms that insider exploitation, untoward manipulation or overt thwarting of third-party expectations could result in a refusal to recognise and enforce a foreign scheme or plan for bad-faith COMI manipulation. Conversely, the absence of objections and overwhelming creditor support weigh heavily in favour of recognition, echoing Judge Wiles in Mega Newco: Creditors are presumed best placed to judge whether their own expectations are being thwarted. NFE’s case, he finds, bears none of the hallmarks of bad faith — broad support and better recoveries than the relevant alternative meant there was nothing untoward about its COMI tourism. The implication is that the near-unanimous, unopposed nature did much of the work, and that a plan arriving in New York on the back of an actual cross-class cram-down, or trailing objectors, may expect a very different reception.

Sections 1522(a) and 1507 as the guardrails. The opinion identifies the “sufficiently protected” requirement of Section 1522(a), together with the fairness considerations in Section 1507, as the principal creditor-protection mechanisms in these cases, and cites the 4th Circuit’s decision in Jaffe v. Samsung, where enforcement of a German plan’s patent licence terminations was refused for conflict with Section 365(n), as the model for their operation. A Chapter 15 court must carefully scrutinise a foreign plan before enforcing it and determine whether any of its provisions conflict with applicable provisions of US or state law. On these plans, that scrutiny found nothing problematic: Creditors had adequate notice, a fair process for participating, a better outcome than the alternatives and a distribution substantially in accordance with the order prescribed by US law.

Evidence on the docket. Consistent with his approach at the hearing, Judge Glenn required both the Alvarez & Marsal relevant alternative report and the expert opinion on Chapter 15 recognition submitted to the English court to be filed on the docket, and the opinion reproduces the recovery comparison in full, including the legacy noteholders’ 26% plan recovery against 13% in the relevant alternative. Sponsors and companies should assume that the relevant alternative analysis prepared for the English court will be stress tested, and published, in New York.

Releases and Purdue. The opinion restates the settled Southern District of New York position that releases of non-debtor affiliate guarantees and appropriately limited exculpations are enforceable in Chapter 15 even where they could not be granted in a plenary Chapter 11 case, citing the Metcalfe, Avanti and Ocean Rig line of authority. On Purdue, Judge Glenn accepts the expert evidence that the decision was one of statutory interpretation under Chapter 11 — the Supreme Court expressly acknowledged that Congress may authorise such releases, so recognition of a foreign plan containing them is not “manifestly contrary” to US public policy under Section 1506.

For US groups considering the English route, the message is double-edged. Recognition remains available, and this opinion confirms the pathway at unprecedented length. But Judge Glenn has now written down the conditions on which it rests: a genuine (if constructed) English COMI, overwhelming creditor support, no thwarted expectations, no conflict with specific Bankruptcy Code protections and a full evidentiary record. The judgment is as much a warning to the next, more contested case as it is a comfort to this one.

Why This Case Is Significant

1. Further Confirmation of the Trend of US-Listed Companies Using English Plans Instead of Chapter 11

NFE’s restructuring via the RP process, and its smooth landing in Chapter 15, adds significant weight to a trend that is becoming difficult to describe as anything other than established. Judge Glenn’s written opinion situates NFE alongside Fossil, Mega Newco and Codere as part of a recognised pathway rather than a novel workaround, observing that US-based companies are “increasingly” looking to English law to complete balance-sheet restructurings. The combination of an English court willing to sanction the plan and a US court willing, after careful scrutiny, to recognise it is precisely the combination that has made Part 26A attractive to US groups over the more costly Chapter 11.

2. Artificiality and Forum Shopping

The restructuring involves two features common to cross-border English restructuring plans and schemes that carry acknowledged structural artificiality. NFE Brazil Newco Limited was incorporated in England in 2026 specifically to promulgate the BrazilCo Plan and acceded to the New 2029 Notes indenture as guarantor with the requisite majority noteholder consent. NFE Global Holdings Limited was already a guarantor of the relevant debt. Both plan companies executed deeds of contribution to create ricochet claims against themselves, providing the legal basis for the group-wide third-party releases. At the English convening hearing, Hildyard J raised the forum shopping point directly with counsel before concluding it was not a roadblock, and at sanction Cawson J, while expressing hesitation about structures that appear artificially designed to bring third-party releases within a plan’s scope, endorsed the case as an example of “good forum shopping”, chosen because it was expected to produce a superior outcome for creditors, following Re Argo Blockchain and Re Fossil.

This continues an unbroken line of first-instance authority accepting these techniques, from Re Codere Finance (UK) Ltd [2015] through Re Gategroup Guarantee Ltd [2021] to Re Fossil [2025]. Snowden LJ’s obiter remarks in Re AGPS Bondco plc [2024] that the technique has not been tested at appellate level remain the most recent word from above, and the question stays open for a future contested case. Judge Glenn’s opinion now supplies the US half of the same caveat: Both courts sanctioned and recognised these structures on consensual facts, and both have signalled that a contested case would be examined differently.

3. Effectiveness of Foreign Law-Governed Restructuring Documents

A further point arose in the English proceedings that practitioners should bear in mind. All of the plan debt is governed by New York law, as are the principal implementation documents. Hildyard J queried at the convening hearing how the court could be satisfied that those foreign law documents would deliver to creditors what they had been told they were voting for. Cawson J addressed the point in his sanction judgment, holding that the court was entitled to proceed reassured by the fact that the finance documentation had been negotiated and drafted by numerous “law firms of the highest calibre” with substantial New York presences, instructed not just by the plan companies but by creditor groups across the capital structure with considerable input into how the plans would be carried into effect. Expert evidence on recognition was nonetheless obtained for the United States and Mexico, and the US recognition opinion was subsequently ordered onto the Chapter 15 docket by Judge Glenn.

The current practice therefore rests in part on the diligence of the many law firms involved, moderating the evidential threshold where restructuring documentation is the product of high-quality, multijurisdictional legal advice. In a more contested case, or one involving more novel implementation documents, courts may examine the point more critically. Practitioners should be ready to address it at both the convening and sanction stages and, where there is genuine uncertainty, should consider whether targeted foreign law expert evidence would be the safer course, as it was for the two most significant foreign jurisdictions on this case.