OQ Chemicals Holding Drei GmbH & Anor, Re
| Judge | Mr Justice Trower |
| Neutral Citation | [2024] EWHC 2036 (Ch) |
| Court | Chancery Division |
| Year | 2024 |
| Counsel | Tom Smith Kc,Rabin Kok,Attar Kc,Adam Al-attar Kc |
| Date | 31 July 2024 |
IN THE HIGH COURT OF JUSTICE
BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES
INSOLVENCY AND COMPANIES LIST (ChD)
NEUTRAL CITATION NUMBER
[2024] EWHC 2036 (Ch)
CR-2024-004486
CR-2024-004487
31 July 2024
BEFORE:
Mr Justice Trower
IN THE MATTER OF OQ CHEMICALS HOLDING DREI GMBH
-and-
IN THE MATTER OF OQ CHEMICALS CORPORATION
-and-
IN THE MATTER OF THE COMPANIES ACT 2006
----------------------
Tom Smith KC and Rabin Kok (instructed by Freshfields Brunkaus Deringer LLP for
the Companies
Adam Al-Attar KC (instructed by Akin Gump Strauss Haver & Feld LLP) for the AD
HOC Group
APPROVED JUDGMENT
----------------------
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MR JUSTICE TROWER:
1.These are applications by a German company, OQ Chemicals Holding Drei GmbH,
which I shall call the German borrower, and a Delaware company, OQ Chemicals
Corporation which I shall call the US borrower, for orders in each instance to convene
a single meeting of each company's Scheme Creditors, to consider and if thought fit, to
approve two materially identical and inter-conditional schemes of arrangement,
pursuant to part 26 of the Companies Act 2006.
2.The proposed timetable is that notices and the explanatory statement are intended to be
sent out no later than 19 August, that the scheme meetings will be held on
10 September and that the sanction hearing will take place, if the schemes are approved
at the scheme meetings, on 2 October 2024.
3.Each of the scheme companies is a member of the OQ Chemicals group, a global
leader in the production and sale of oxo chemicals. Its headquarters are in Germany
and it operates six production sites across Germany, the USA, China and the
Netherlands. The ultimate shareholder is an Omani entity owned by the Oman
Investment Authority.
4.The principal purpose of each scheme is to enable each company to extend to
31 December 2026 the maturity of two term loans and a revolving loan facility, both of
which currently mature on separate dates two days apart, in mid-October 2024.
5.The term debt and the revolving credit facility are governed by the terms of a credit
agreement originally dated 11 October 2017 and originally governed by New York
law, with an exclusive jurisdiction clause in favour of the New York courts. I shall
revert shortly to an issue which arises on the governing law. The term loans comprise
a euro tranche with a principal of approximately 510 million euros outstanding and a
US dollars tranche with principal of approximately US$435 million outstanding. A
sum of approximately 31 million euros is outstanding under the revolving facility.
There are currently 337 term lenders and two revolving facility lenders.
Epiq Europe Ltd, Lower Ground 46 Chancery Lane WC2A 1JE
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