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T R O U B L E D C O M P A N Y R E P O R T E R
E U R O P E
Friday, July 3, 2026, Vol. 27, No. 132
Headlines
G E O R G I A
GEORGIA GLOBAL: S&P Upgrades LongTerm ICR to 'BB', Outlook Stable
I R E L A N D
BARINGS EURO 2024-2: S&P Assigns B-(sf) Rating on Class F-R Notes
CVC CORDATUS XXXVIII: S&P Assigns B-(sf) Rating on Class F Notes
L U X E M B O U R G
CULLINAN HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Stable
S W E D E N
POLESTAR AUTOMOTIVE: Stockholders Back All 16 AGM Proposals
U N I T E D K I N G D O M
ADCO PRODUCTS: KBL Advisory Appointed as Administrators
ARQIVA BROADCAST: S&P Puts 'B+' LT ICR on CreditWatch Negative
GROUPIA: S&W Partners Appointed as Administrators
INTEGRA PEOPLE: Cowgills Limited Appointed as Administrators
MEDIA BASED: BTG Begbies Appointed as Administrators
PREMIER ACCOUNTANCY: FRP Advisory Appointed as Administrators
PROJECT Q: S&W Partners Appointed as Joint Administrators
ROBOCOASTER LIMITED: BTG Begbies Appointed as Administrators
X1 MEDIA CITY: BTG Begbies Traynor Appointed as Administrators
X X X X X X X X
[] BOOK REVIEW: To Protect Their Interests
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G E O R G I A
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GEORGIA GLOBAL: S&P Upgrades LongTerm ICR to 'BB', Outlook Stable
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S&P Global Ratings raised to 'BB' from 'BB-' its long-term issuer
credit rating on Georgia Global Utilities JSC (GGU) and took the
same action on its outstanding notes.
The stable outlook reflects S&P's expectation that GGU's
performance will remain strong in 2026 and our assumption that--as
part of the next regulatory period--allowed revenue will increase
thanks to continued investments, which will help FFO to debt remain
above 20%.
Georgia Global Utilities' (GGU's) funds from operations (FFO) to
debt has stayed above 20% over the past three years, supported by
the third regulatory period's tariff increase, which boosted
revenue by about 30%.
S&P expects FFO to debt to remain at about 20% for the remaining
year of the current regulatory period and expect it to be well
above 20% from 2027 onward, driven by increased revenue from both
regulated water and unregulated electricity businesses.
S&P said, "The upgrade reflects that we expect credit metrics to
remain strong, with FFO to debt above 20% in 2026 and over the next
regulatory period. Since the last year of the previous regulatory
period, RP2 (2021-2023), and across the first years of RP3
(2024-2026), GGU's FFO to debt stayed above 20%, supported by RP3's
tariff increase. Compared with 2024's low cash interest
expenses--thanks to GGU's parent shareholder loan-- and after
2025's exceptional EBITDA margin due to unusually low operating
expenses, we expect 2026 to display weaker credit metrics. However,
FFO to debt should remain above 20%.
"For the upcoming RP4 (2027-2029) regulatory period, under our base
case we assume higher revenue from both the regulated water and
unregulated electricity businesses to uplift revenue to Georgian
lari (GEL) 380-GEL410 million per year, and the EBITDA margin to be
at about 70% versus 60%-65% historically. We expect free operating
cash flow (FOCF) to remain negative in 2026 but to turn positive in
RP4, with shareholder distribution starting from 2027, and no
material changes to the company's capital structure. Still, GGU's
lari-denominated debt would increase over the year on the back of
our GEL depreciation assumptions. Combined with topline growth,
which is the key driver of our adjusted ratios, we expect FFO to
debt to strengthen further to above 25% and toward 30%, building
solid rating headroom over the 20% threshold, which we view as
commensurate with a 'BB' rating.
"We anticipate continued network investments will significantly
increase allowed revenue over the next regulatory period, although
uncertainty will remain until tariff publication in January 2027.
RP4's tariffs are expected to be published in late December 2026 or
early January 2027. As part of our base case, we expect investments
to remain elevated over RP4, even after RP3's high capital
expenditure (capex) cycle, which we expect to total GEL500 million
across the period. We assume about GEL150 million of yearly capex
for RP4, as the network's investment needs to lower water losses
and improve energy efficiency are still high." Non-revenue water
ratio remains above 60% and GGU's self-electricity consumption
above 160 gigawatt hours (GWh; over 40% of production). Assuming
weighted-average cost of capital and the allowed operating expenses
calculation remain unchanged, the regulated asset base (RAB)
increase from new investments should increase regulated water
revenue between RP3 and RP4 by a similar percentage as seen between
RP2 and RP3, up to about GEL310 million-GEL320 million per year.
Commercial customers fully bore the tariff increase implemented in
RP3 (a rise of 35.3% in Tbilisi and plus 75.2% in Rustavi) while
residential customer tariffs stayed flat and remain among the
lowest compared to Caucasus (Armenia, Azerbaijan, and Georgia) and
European countries. S&P said, "We would therefore expect those
tariffs to increase as part of RP4, although we view residential
tariff increases to be more challenging to implement as they bring
more public scrutiny. Our assumption is based on the networks'
infrastructure rehabilitation needs, the matching allowed revenue
derived from the regulatory framework, and limited room for further
increases in commercial customer tariffs compared with residential
tariff levels. We also view positively the time value-adjusted
correction factor and possibility of tariff revisions within the
regulatory period in case of material deviations, supporting our
revenue growth assumption. It also supports our expectation of FFO
to debt remaining above 20%, especially given the expected headroom
over this threshold in our base case."
Further electricity market liberalization postponement wouldn't
materially reduce rating headroom but would prolong the dollar-lari
currency mismatch. Fully organized electricity markets
implementation including day ahead, intraday, balancing and
ancillary services, is currently planned for July 2027. S&P said,
"We expect it to benefit GGU's electricity business, as its four
hydropower plants (HPPs)--with 149MW of capacity, of which 130MW
stemming from Zhinvali, Georgia's second largest HPP with a
dam--have strong positioning. Despite about 40%-50% of GGU's
generation being consumed by its water operations, the rest is
mainly being sold to the wholesale market. We therefore expect the
market liberalization implementation to increase GGU's average
electricity tariff from 2027, increasing revenue to about GEL50
million-GEL60 million per year from about GEL30 million-GEL40
million per year. While this helps to strengthen revenue and the
EBITDA margin, the impact on FFO-to-debt metrics is about 2%-3%.
Therefore, under our current base case, should the implementation
be further postponed--as it has been the case for several years--we
do not expect it to drive FFO to debt below 20%." However, this
would prolong GGU's current currency mismatch; while its
electricity business is its sole source of U.S. dollars, its debt
is denominated in various hard currencies, with its U.S.
dollar-denominated Eurobond accounting for more than 99%.
Therefore, GGU's debt interests in dollars, of about GEL60
million-GEL70 million account for about two times its dollar
inflows. We expect GGU to continue to operate with a dollar-lari
mismatch, although it would be eased post electricity market
liberalization. It is also partly mitigated by the group's large
U.S. dollar three-to-six-month bank deposits with Georgian banks,
amounting to GEL109 million at the end of March 2026.
S&P said, "Our analysis encompasses GGU's parent support, for which
our assessment remains unchanged. We continue to assess GGU as
moderately strategic for its parent FCC Aqualia. This leads us to
apply a one-notch uplift from our stand-alone credit profile (SACP)
assessment of 'bb-', reflecting our expectation that FCC Aqualia
would provide extraordinary support to GGU if required, as
previously demonstrated by the shareholder loan. With our
expectation of FOCF turning positive from 2027, we expect GGU to
pay its first dividend to its parent. While there is no clear
financial policy in place, we currently do not expect shareholder
distribution to be aggressive and debt funded. Under its bond
documentation, GGU is subject to a net leverage incurrence covenant
of maximum 3.5x, and we understand the company and its shareholders
are supportive of keeping some buffer under this threshold. Hence,
we assume dividends to be solely funded by FOCF generation, which
supports the current rating level.
"The stable outlook reflects our view that GGU will continue to
report strong metrics, with FFO to debt remaining well above 20% on
a weighted-average basis over the end of the current regulatory
period and the beginning of the following one. We also assume that
GGU will continue to keep a supportive liquidity position and that
the backing from its parent, FCC Aqualia, will remain in line with
our current assessment.
"This reflects our view that FFO to debt will be close to 20% in
2026, before increasing toward 28%-32% in the next regulatory
period, as we expect EBITDA to remain close to GEL200 million this
year and to increase to GEL275 million-GEL300 million for the rest
of the forecast period. Our base-case considers GGU's elevated
network investment needs and uncertainty around future shareholder
remuneration, leading to relatively weak FOCF and discretionary
cash flow-to-debt metrics."
S&P could lower its rating on GGU if:
-- The group's FFO to debt falls below 20% without a clear
recovery trajectory, which could occur if it fails to deliver its
business plan in line with its cost allowances, or amid a more
aggressive financial policy from the group;
-- S&P observes any negative rating actions on the sovereign
rating of Georgia (BB/Stable/B) or any form of negative political
interference in the group's operations that could, for instance,
weaken its assessment of Georgia's water regulatory framework;
-- GGU's liquidity position deteriorates to the point where we no
longer consider it to be adequate; or
-- S&P revises its assessment of GGU's support from its parent,
FCC Aqualia, seeing it as weaker and leading to GGU no longer being
viewed as strategic to its parent.
S&P said, "We view rating upside as relatively remote as it would
require a two-notch improvement in the SACP, which is unlikely to
materialize over the next 12-18 months.
"Given that our 'BB' rating on GGU is at the same level as that on
Georgia, to be rated above Georgia, GGU would need to pass our
ratings above the sovereign stress test on a stand-alone basis,
without parent support. To achieve an SACP of 'bb+' we would need
to revise our assessment of the regulatory framework for water
networks in Georgia to strong/adequate (in line with our assessment
in France or the U.K.) and the company's financial profile to
strengthen further, with FFO to debt of sustainably above 30%.
"We generally view regulated utilities as highly sensitive to
economic volatility and potential changes in the legal and
regulatory environment in the country. However, some elements, such
as a strong liquidity position, could support GGU potentially
passing our ratings above the sovereign stress test."
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BARINGS EURO 2024-2: S&P Assigns B-(sf) Rating on Class F-R Notes
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S&P Global Ratings assigned its credit ratings to Barings Euro CLO
2024-2 DAC's class A-R, B-R, C-R, D-R, E-R, and F-R notes. At
closing, the issuer had unrated subordinated notes outstanding from
the existing transaction and also issued additional subordinated
notes.
This transaction is a reset of the already existing transaction
which S&P rates. The existing classes of notes were fully redeemed
with the proceeds from the issuance of the replacement notes on the
reset date. The ratings on the original notes have been withdrawn.
The reinvestment period will be approximately 4.6 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes will pay quarterly
interest unless a frequency switch event occurs. Following this,
the notes will switch to semiannual payment.
The ratings assigned to the reset notes reflect S&P's assessment
of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes through collateral selection,
ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,577.48
Default rate dispersion 732.65
Weighted-average life (years) 4.74
Obligor diversity measure 149.02
Industry diversity measure 25.61
Regional diversity measure 1.38
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 197
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.75
Target 'AAA' weighted-average recovery (%) 37.10%
Actual weighted-average spread net of floors (%) 3.53
Actual weighted-average coupon (%) 4.59
Rating rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the actual weighted-average spread of 3.53%, the covenanted
weighted-average coupon of 4.55%, and the target weighted-average
recovery rate. We applied various cash flow stress scenarios, using
four different default patterns, in conjunction with different
interest rate stress scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B-R to E-R notes could withstand
stresses commensurate with higher ratings than those assigned.
However, as the CLO is still in its reinvestment phase starting
from the effective date, during which the transaction's credit risk
profile could deteriorate, we capped our ratings on these notes."
The class A-R and F-R notes notes can withstand stresses
commensurate with the assigned ratings.
S&P said, "Following our analysis of the credit, cash flow,
counterparty, operational, and legal risks, we believe our ratings
are commensurate with the available credit enhancement for all
rated classes of notes.
"In addition to our standard analysis, we also included the
sensitivity of the ratings on the class A-R to E-R notes, based on
four hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F-R notes."
Environmental, social, and governance
S&P said, "We regard the exposure to environmental, social, and
governance (ESG) credit factors in the transaction as being broadly
in line with our benchmark for the sector. Primarily due to the
diversity of the assets within CLOs, the exposure to environmental
credit factors is viewed as below average, social credit factors
are below average, and governance credit factors are average. For
this transaction, the documents prohibit assets from being related
to certain activities. Accordingly, since the exclusion of assets
from these industries does not result in material differences
between the transaction and our ESG benchmark for the sector, no
specific adjustments have been made in our rating analysis to
account for any ESG-related risks or opportunities."
Barings Euro CLO 2024-2 DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. Barings (U.K.) Ltd. manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate§
A-R AAA (sf) 248.00 38.00 Three/six-month EURIBOR
plus 1.30%
B-R AA (sf) 44.00 27.00 Three/six-month EURIBOR
plus 1.85%
C-R A (sf) 24.00 21.00 Three/six-month EURIBOR
plus 2.20%
D-R BBB- (sf) 28.00 14.00 Three/six-month EURIBOR
plus 3.50%
E-R BB- (sf) 18.00 9.50 Three/six-month EURIBOR
plus 6.35%
F-R B- (sf) 12.00 6.50 Three/six-month EURIBOR
plus 9.01%
Additional
sub. notes NR 5.70 N/A N/A
Sub. notes NR 32.70 N/A N/A
*The ratings assigned to the class A-R and B-R notes address timely
interest and ultimate principal payments. S&P's ratings address
ultimate interest and principal payments on the rest of the other
rated notes.
§The payment frequency switches to semiannual and the index
switches to six-month EURIBOR when a frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
Sub. notes--Subordinated notes.
NR--Not rated.
N/A--Not applicable.
CVC CORDATUS XXXVIII: S&P Assigns B-(sf) Rating on Class F Notes
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S&P Global Ratings assigned its credit ratings to CVC Cordatus Loan
Fund XXXVIII DAC's class A and B loans and class A, B, C, D, E, and
F notes. At closing, the issuer also issued EUR31.50 million
unrated subordinated notes.
The reinvestment period will be approximately 4.6 years, while the
noncall period will be 1.5 years after closing.
Under the transaction documents, the rated notes and loans will pay
quarterly interest unless there is a frequency switch event.
Following this, the notes and loans will switch to semiannual
payments.
The ratings assigned to the notes and loans reflect S&P's
assessment of:
-- The diversified collateral pool, which primarily comprises
broadly syndicated speculative-grade senior secured term loans and
bonds that are governed by collateral quality tests.
-- The credit enhancement provided through the subordination of
cash flows, excess spread, and overcollateralization.
-- The collateral manager's experienced team, which can affect the
performance of the rated notes and loans through collateral
selection, ongoing portfolio management, and trading.
-- The transaction's legal structure, which is bankruptcy remote.
-- The transaction's counterparty risks, which are in line with
S&P's counterparty rating framework.
Portfolio benchmarks
S&P Global Ratings' weighted-average rating factor 2,662.07
Default rate dispersion 549.59
Weighted-average life (years) 5.20
Obligor diversity measure 131.59
Industry diversity measure 23.02
Regional diversity measure 1.23
Transaction key metrics
Total par amount (mil. EUR) 400
Defaulted assets (mil. EUR) 0
Number of performing obligors 156
Portfolio weighted-average rating
derived from S&P's CDO evaluator B
'CCC' category rated assets (%) 0.00
Target 'AAA' weighted-average recovery (%) 35.86
Actual weighted-average spread net of floors (%) 3.46
Actual weighted-average coupon (%) 5.41
Liquidity Facility
This transaction has a EUR1.50 million liquidity facility, provided
by The Bank of New York Mellon, with a maximum commitment period of
4 years and an option to extend for a further 2 years. The margin
on the facility is 2.50%, and drawdowns are limited to the amount
of accrued but unpaid interest on CDOs. The liquidity facility is
repaid using interest proceeds in the senior position of the
waterfall or directly from the interest account one business day
before the payment date. For S&P's cash flow analysis, it assumes
that the liquidity facility is fully drawn throughout the six-year
period and that the amount is repaid just before the coverage tests
breach.
Rationale
S&P said, "Our ratings reflect our assessment of the collateral
portfolio's credit quality, which has a weighted-average rating of
'B'.
"The portfolio is well-diversified, primarily comprising broadly
syndicated speculative-grade senior secured term loans and bonds.
Therefore, we conducted our credit and cash flow analysis by
applying our criteria for corporate cash flow CDOs.
"In our cash flow analysis, we used the EUR400 million target par
amount, the covenanted weighted-average spread of 3.44%, the
covenanted weighted-average coupon of 4.50%, and the covenanted
weighted-average recovery rate at the 'AAA' level. We applied
various cash flow stress scenarios, using four different default
patterns, in conjunction with different interest rate stress
scenarios for each liability rating category.
"The transaction's documented counterparty replacement and remedy
mechanisms adequately mitigate its exposure to counterparty risk
under our current counterparty criteria.
"Under our structured finance sovereign risk criteria, the
transaction's exposure to country risk is sufficiently mitigated at
the assigned ratings.
"The transaction's legal structure and framework is bankruptcy
remote, in line with our legal criteria.
"Our credit and cash flow analysis indicates that the available
credit enhancement for the class B notes can withstand stresses
commensurate with higher ratings than those assigned. However, as
the CLO will be in its reinvestment phase starting from the
effective date, during which the transaction's credit risk profile
could deteriorate, we have capped our ratings assigned to the
notes."
The class A and B loans and class A, B, C, and D notes could
withstand stresses commensurate with the assigned ratings.
The class F notes' current breakeven default rate cushion is
negative at the assigned rating. S&P said, "Nevertheless, based on
the portfolio's actual characteristics and additional overlaying
factors, including our long-term corporate default rates and recent
economic outlook, we believe this class is able to sustain a
steady-state scenario, in accordance with our criteria." S&P's
analysis further reflects several factors, including:
-- The class F notes' available credit enhancement, which is in
the same range as that of other CLOs S&P has rated and that has
recently been issued in Europe.
-- S&P's model-generated portfolio default risk, which is at the
'B-' rating level at 22.41% (for a portfolio with a
weighted-average life of 5.20 years) versus 16.63% if it was to
consider a long-term sustainable default rate of 3.2% for 5.20
years.
-- Whether the tranche is vulnerable to nonpayment in the near
future.
-- If there is a one-in-two chance for this note to default.
-- If S&P envisions this tranche to default in the next 12-18
months.
S&P said, "Following this analysis, we consider that the available
credit enhancement for the class F notes is commensurate with the
assigned 'B- (sf)' rating.
"Following our analysis of the credit, cash flow, counterparty,
operational, and legal risks, we believe that our ratings are
commensurate with the available credit enhancement for all rated
classes of notes and loans.
"In addition to our standard analysis, we have also included the
sensitivity of the ratings on the class A to E notes, based on four
hypothetical scenarios.
"As our ratings analysis makes additional considerations before
assigning ratings in the 'CCC' category, and we would assign a 'B-'
rating if the criteria for assigning a 'CCC' category rating are
not met, we have not included the above scenario analysis results
for the class F notes."
Environmental, social, and governance
S&P regards the exposure to environmental, social, and governance
(ESG) credit factors in the transaction as being broadly in line
with its benchmark for the sector.
Primarily due to the diversity of the assets within CLOs, the
exposure to environmental credit factors is viewed as below
average, social credit factors are below average, and governance
credit factors are average.
For this transaction, the documents prohibit assets from being
related to certain activities. Accordingly, since the exclusion of
assets from these industries does not result in material
differences between the transaction and S&P's ESG benchmark for the
sector, no specific adjustments have been made in its rating
analysis to account for any ESG-related risks or opportunities.
CVC Cordatus Loan Fund XXXVIII DAC is a European cash flow CLO
securitization of a revolving pool, comprising euro-denominated
senior secured loans and bonds issued mainly by speculative-grade
borrowers. CVC Credit Partners Investment Management Limited
manages the transaction.
Ratings
Amount Credit
Class Rating* (mil. EUR) enhancement (%) Interest rate
A AAA (sf) 173.000 38.00 Three/six-month EURIBOR
plus 1.28%
A Loan AAA (sf) 75.000 38.00 Three/six-month EURIBOR
plus 1.28%
B AA (sf) 9.000 27.00 Three/six-month EURIBOR
plus 1.85%
B Loan AA (sf) 35.000 27.00 Three/six-month EURIBOR
plus 1.85%
C A (sf) 24.000 21.00 Three/six-month EURIBOR
plus 1.95%
D BBB- (sf) 28.000 14.00 Three/six-month EURIBOR
plus 3.00%
E BB- (sf) 18.000 9.50 Three/six-month EURIBOR
plus 5.15%
F B- (sf) 13.000 6.25 Three/six-month EURIBOR
plus 8.57%
Sub notes NR 31.500 N/A N/A
*The ratings assigned to the class A and B loans, and class A and B
notes address timely interest and ultimate principal payments.
S&P's ratings address ultimate interest and principal payments on
the rest of the other rated notes. The payment frequency switches
to semiannual and the index switches to six-month EURIBOR when a
frequency switch event occurs.
EURIBOR--Euro Interbank Offered Rate.
NR--Not rated.
N/A--Not applicable.
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L U X E M B O U R G
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CULLINAN HOLDCO: S&P Affirms 'B-' ICR & Alters Outlook to Stable
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S&P Global Ratings revised the outlook on Cullinan Holdco SCSp
(Graanul) to stable from negative, following the contract
extension. S&P affirmed its 'B-' issuer credit and issue ratings on
Cullinan Holdco and its two senior secured notes maturing in 2029.
S&P's stable outlook reflects Graanul's improved earnings
visibility following the extension of its anchor customer contract
through 2030, but remains constrained by its niche focus and
customer and geographical concentration.
The revenue predictability of Cullinan Holdco SCSp (Graanul)
improved following the execution of a new long-term agreement with
its key customer until 2030.
The outlook revision hangs on improved revenue visibility following
the execution of a new long-term agreement with its key customer.
The agreement provides revenue certainty through 2030, starting
from 2027. S&P said, "We anticipate that the new contract will
result in lower volumes; however, the enhanced commercial terms
support our expectation of approximately EUR110 million in S&P
Global Ratings-adjusted EBITDA in the coming years, compared with
an average of EUR100 million during 2022–2025.This represents a
recovery from the EUR89 million generated in 2025, a level impacted
by approximately EUR15 million in one-off refinancing costs. We
expect the volume reduction from the anchor customer to be offset
by the company's ongoing customer diversification, with tangible
results anticipated throughout 2026.This EBITDA level is expected
to translate into annual free operating cash flow (FOCF) after
leases of approximately EUR30 million."
The outlook revision is further supported by an improving leverage
profile and strengthened maturity ladder. S&P expects leverage to
decrease to approximately 5.5x by 2026 from 6.8x in 2025, where
adjusted EBITDA was lower due to the one-off refinancing costs.
This deleveraging trajectory is supported by a reduced debt burden,
following a EUR55 million bond repayment using cash on the balance
sheet during the 2025 refinancing. With the anchor customer
contract now secured through 2030 and capital structure maturities
extended to 2029, the company is better positioned to focus on
customer diversification. This enhanced visibility and improved
financial flexibility underpin S&P's revision of the outlook to a
stable.
The rating is constrained by high customer, product, and geographic
concentration, which limits the company's diversification profile.
S&P expects the three top customers to account for approximately
70% of contracted volumes in 2027 and 2028, excluding non-binding
memorandum of understanding (MoU) agreements. Furthermore, the
company maintains a single-product focus on wood pellets and is
almost exclusively oriented toward business-to-business utility
customers, with negligible exposure to individuals. However, S&P
notes that Graanul is actively pursuing diversification through a
series of signed MoUs across new geographies--including Asia,
Poland, and Scandinavia--and new end markets such as hydrogen,
green steel, and sustainable aviation fuels. While these MoUs
represent a significant diversification and scale opportunity, with
potential volumes ramping up to 1,800,000 tons per year from
300,000 currently, they carry high execution risk and uncertainty.
Consequently, the material impact of this diversification on the
company's credit profile is not expected to materialize until 2029
or beyond.
The lower industrial demand for pellets in Europe in 2027 is a
primary rating constraint, as the company's core market faces a
shift in consumption patterns. This contraction is driven by the
transition of Europe's largest pellet offtaker, U.K.-based Drax,
from base-load to peak-load consumption under its new
contract-for-difference framework with the U.K. government, which
is expected to trigger a 5%-10% decline in European demand compared
with 2025 levels. While global demand is projected to shift toward
Asia (increasing its share to over 30% by 2030 from 25%), this
growth offers limited mitigation for Graanul due to significant
logistical hurdles and the economic necessity of being located
closer to end markets. Despite these headwinds, Graanul maintains
strong visibility for 2027, with over 50% of volumes already
secured on a take-or-pay basis. Furthermore, the company benefits
from a significant competitive advantage in Europe; its ability to
comply with stringent sustainability and environmental tracking
regulations creates a barrier to entry for U.S.-based producers,
while the current energy price volatility following the U.S.-Israel
war with Iran reinforces the role of wood pellets as a localized
energy security solution.
In S&P's view, Graanul is well positioned to navigate current
geopolitical volatility, such as the conflict in the Middle East,
which is expected to have a neutral impact on the company's credit
profile. While such instability typically introduces volatility
into logistics and energy costs, it serves as a demand driver by
increasing the relative competitiveness of wood pellets against
rising oil and gas prices. The company is further insulated from
these cost fluctuations through a dual-layered mitigation mechanism
provided by its combined heat and power portfolio and newly
installed battery energy storage systems, which reduce exposure to
rising production and shipping costs. Finally, the company's cost
pass-through provisions ensure that any residual volatility in
input costs is transferred to customers, thereby protecting EBITDA
margins.
In S&P's view, further rating upside would require the company to
achieve meaningful customer diversification and grow its EBITDA,
both in absolute terms and by broadening its underlying revenue
streams. Additionally, reducing the concentration of its capital
structure--given that both financial debt instruments currently
mature simultaneously in 2029--would further support potential
upside. In the past, the close alignment between the anchor
customer contract and debt maturities has contributed to a negative
assessment of the company's credit profile, reflecting elevated
concentration risks in both operating and financial aspects.
The stable outlook reflects Graanul's improved earnings visibility
following the extension of its anchor customer contract through
2030. S&P expects EBITDA to be around EUR110 million from 2026 and
thereafter, with debt to EBITDA leverage declining to approximately
5.5x in 2026, supported by an absence of acquisitions, meaningfully
higher capital expenditure (capex), or shareholder remuneration.
S&P could lower its rating if the company's credit quality
deteriorates due to a combination of factors, including
-- A substantial drop in volumes and EBITDA margins;
-- Sustained negative FOCF after leases;
-- EBITDA to cash interest coverage ratio approaching 1.0x; or
-- If liquidity weakens materially.
S&P could consider an upgrade if the company achieves greater
diversification across customers, end markets, and geographies, and
demonstrates sustained growth in its business scale.
An upgrade would be contingent on the generation of strong positive
FOCF after leases and debt to EBTIDA sustainably below 6.0x.
===========
S W E D E N
===========
POLESTAR AUTOMOTIVE: Stockholders Back All 16 AGM Proposals
-----------------------------------------------------------
Polestar Automotive Holding UK PLC has announced the results of its
2026 annual general meeting of shareholders held on June 26, 2026,
at which 2,686,453,200 votes of the Company's shares, which are
represented by American Depositary Shares, were represented in
person or by proxy, constituting a quorum.
Voting at the AGM was conducted by way of a poll, with each Class A
ordinary share, Class C-1 ordinary share and Class C-2 ordinary
share, which are represented by ADSs, issued and outstanding as of
the close of business on the record date entitled to one (1) vote,
and each Class B ordinary share, which are represented by ADSs,
issued and outstanding as of the close of business on the record
date, entitled to ten (10) votes, respectively, on each resolution
at the AGM. The ADSs carry a right to 30 underlying ordinary shares
of their respective class.
The following are the voting results for the proposals considered
and voted upon at the AGM, with resolutions 1 to 14 being ordinary
resolutions that required more than 50% of shareholders' votes to
be cast in favor and resolutions 15 and 16 being special
resolutions that required at least 75% of shareholders' votes to be
cast in favor:
1. To receive the Company's annual report and audited financial
statements for the period ended 31 December 2025.
* For: 2,685,755,640
* Against: 142,230
* Withheld: 502,936
2. To receive and approve the Directors' Remuneration Report for
the period ended 31 December 2025.
* For: 2,671,659,480
* Against: 14,324,400
* Withheld: 416,837
3. To receive and approve the Remuneration Policy.
* For: 2,685,202,320
* Against: 757,290
* Withheld: 439,488
4. To re-appoint Winfried Vahland as a Director.
* For: 2,685,257,760
* Against: 704,640
* Withheld: 394,279
5. To re-appoint Cynthia Dubin as a Director.
* For: 2,685,319,170
* Against: 639,480
* Withheld: 397,310
6. To re-appoint Francesca Gamboni as a Director.
* For: 2,685,333,330
* Against: 624,960
* Withheld: 398,151
7. To re-appoint Christine Gorjanc as a Director.
* For: 2,685,293,970
* Against: 665,610
* Withheld: 396,862
8. To re-appoint Michael Lohscheller as a Director.
* For: 2,685,375,480
* Against: 619,860
* Withheld: 361,103
9. To re-appoint Karl-Thomas Neumann as a Director.
* For: 2,671,914,930
* Against: 14,027,490
* Withheld: 411,084
10. To re-appoint Xiaojie (Laura) Shen as a Director.
* For: 2,685,273,510
* Against: 625,470
* Withheld: 456,535
11. To re-appoint Quan (Joe) Zhang as a Director.
* For: 2,677,109,460
* Against: 8,799,600
* Withheld: 461,246
12. To appoint PricewaterhouseCoopers LLP and Öhrlings
PricewaterhouseCoopers AB as auditor of the Company.
* For: 2,685,790,260
* Against: 316,260
* Withheld: 344,427
13. To authorise the Audit Committee to determine the remuneration
of the Auditor.
* For: 2,685,758,370
* Against: 333,270
* Withheld: 341,668
14. Authority to issue and allot ordinary shares.
* For: 2,658,287,250
* Against: 27,665,490
* Withheld: 496,589
15. Authority for disapplication of pre-emption rights.
* For: 2,658,364,920
* Against: 27,399,990
* Withheld: 660,870
16. To authorise the calling of general meetings of the Company
(other than an annual general meeting) by notice of at least 14
clear days.
* For: 2,682,684,690
* Against: 3,391,020
* Withheld: 372,391
Based on the foregoing votes, the shareholders approved all of the
proposals. The results were in line with the recommendations made
by Polestar's board of directors.
The shareholders appointed Öhrlings PricewaterhouseCoopers AB as
the Company's independent external auditor for the fiscal year
ending December 31, 2026, effective upon the conclusion of the AGM.
PwC replaces Deloitte AB as the Company's auditor.
As of the date of the AGM, Polestar had the following shares in
issue with a total of 4,641,151,170 voting rights:
(i) 4,317,225,540 Class A Ordinary shares each carrying one
vote per share;
(ii) 29,892,570 Class B Ordinary shares each carrying ten votes
per share;
(iii) 20,499,960 Class C-1 Ordinary shares each carrying one
vote per share; and
(iv) 4,499,970 Class C-2 Ordinary shares each carrying one vote
per share.
As of the date of the AGM Polestar held no ordinary shares in
treasury. A vote withheld is not counted in the calculation of the
votes for or against a resolution. Votes 'For' include those votes
giving Polestar's Chairman discretion.
About Polestar Automotive
Polestar (Nasdaq: PSNY) is the Swedish electric performance car
brand with a focus on uncompromised design and innovation, and the
ambition to accelerate the change towards a sustainable future.
Headquartered in Gothenburg, Sweden, its cars are available in 27
markets globally across North America, Europe and Asia Pacific.
As of December 31, 2025, the Company had $3.93 billion in total
assets, $9.05 billion in total liabilities, and $5.12 billion in
total deficit.
Deloitte AB, the Company's independent registered public accounting
firm for the fiscal year ended December 31, 2025, has included an
explanatory paragraph in their opinion that accompanies the
Company's audited consolidated financial statements as of and for
the year ended December 31, 2025, indicating that the Company
requires additional financing to support operating and development
activities that raise substantial doubt about its ability to
continue as a going concern.
===========================
U N I T E D K I N G D O M
===========================
ADCO PRODUCTS: KBL Advisory Appointed as Administrators
-------------------------------------------------------
Adco Products Limited was placed into administration in the High
Court of Justice, Business and Property Court in Manchester,
Company and Insolvency List (ChD), Court Number CR-2026-MAN-000842.
Steve Kenny and Richard Cole of KBL Advisory Limited were
appointed as Joint Administrators on June 15, 2026.
The company traded under the name Adco Products and engaged in the
manufacture of paper stationery.
The company's registered office is c/o KBL Advisory Limited,
Building 5, Carrwood Park, Selby Road, Leeds, LS15 4LG. It was
previously 207 Knutsford Road, Grappenhall, Warrington, Cheshire,
WA4 2QL.
The company's principal trading address is Dale House, Peakdale
Road, Brookfield Estate, Glossop, Derbyshire, SK13 6LQ.
The Joint Administrators can be contacted at:
Steve Kenny
Richard Cole
KBL Advisory Limited
Building 5
Carrwood Park, Selby Road
Leeds LS15 4LG
Further details:
Contact: Caitlin Auplish
Email: caitlin.auplish@kbl-advisory.com
KBL Advisory Limited
Tel: 0113 547 2409
Alternative contact: Melissa Smithers
ARQIVA BROADCAST: S&P Puts 'B+' LT ICR on CreditWatch Negative
--------------------------------------------------------------
S&P Global Ratings placed its ratings on Arqiva Broadcast Finance
PLC on CreditWatch negative to reflect the current increased
regulatory uncertainty and market substitution challenges around
Arqiva's long-term business model.
S&P said, "That said, we expect contracts and regulated revenue and
credit ratios over the short term will remain broadly aligned with
our current 'B+' long-term issuer credit rating and 'B' issue
rating on its recently issued GBP500 million junior debt notes.
"The negative CreditWatch reflects that we could lower the rating
on Arqiva Broadcast Finance PLC by one notch if DCMS decides on the
option to shut down DTT in 2034. This would weaken Arqiva's
long-term earnings and cash flow profile, which we could reflect in
a lower business risk profile assessment of the senior financing
group. We could also lower the rating if the company continues to
face structural headwinds in its core DTT business, leading to
weaker-than-expected credit metrics."
The U.K. Department of Culture, Media, and Sports (DCMS) released a
green paper on June 23, 2026, which outlines a period of
consultation on two key scenarios for the future of digital
terrestrial television (DTT) in the U.K. The scenarios include
shutting it down in 2034 or extending it to 2044.
A potential 2034 shutdown represents a downside scenario to S&P's
rating. Furthermore, Arqiva continues to face structural headwinds
as the accelerating shift toward internet protocol television
(IPTV) threatens its long-term earnings and cash flow profile,
although S&P acknowledges that high-speed fixed broadband uptake is
not uniform across sociodemographic and socioeconomic groups, or
across locations.
DCMS considering a 2034 shut down of DTT as a possibility increases
the business risks around Arqiva's long-term earnings and cash
flows. The green paper outlines two key plans for the future of DTT
in U.K., and DCMS is expected to make a conclusive decision by the
end of this year. One of the options is the extension of DTT
contracts to 2044, although with a reduced scope. This is in line
with our base-case assumptions and would support the current
rating. S&P said, "The second option is the shutdown of DTT in
2034, which represents a downside risk to our rating because it
would weaken Arqiva's business model in terms of earnings and cash
flow from 2034. This could lead us to revise down our 'bb+'
stand-alone credit profile (SACP) on the Arqiva Group Parent Ltd.
by one notch, which could lead to a one-notch downgrade of Arqiva
Broadcast Finance PLC. While we don't take a view on which of the
two outcomes DCMS will select, the potential for an unfavorable
outcome has led us to place our ratings on Arqiva on CreditWatch
with negative implications."
S&P said, "Arqiva's credit metrics are marginally weaker than our
previous expectations, but they continue to support our current
rating. Arqiva faces structural headwinds as the accelerating shift
toward IPTV threatens the long-term sustainability of its broadcast
revenue base. We anticipate a revenue contraction in 2027 as faster
IPTV adoption and declining revenue of Arqiva's own Communications
Service Provider Network (CSPN) weigh on the business. That said,
this follows a strong projected 13.5% growth in 2026 supported by
the AMP8 regulatory period roll out in the water metering business.
We expect S&P Global Ratings-adjusted EBITDA margins to dip to 42%
in 2026 due to AMP8 rollout costs before stabilizing at
approximately 40% through 2028, while leverage will likely
experience a temporary elevation to 3.4x in 2027 before improving
to 2.9x from 2028 as debt maturities arrive. We expect adjusted
leverage and free operating cash flow to debt to remain within our
current rating thresholds for our SACP assessment on the senior
financing group. That said, we note that, due to the
weaker-than-expected earnings and cash flows, cash flow available
from the senior financing group to the holdco group is expected to
be relatively weak in the near term (at GBP20 million-GBP40
million) allowing no further room for underperformance.
"The negative CreditWatch reflects that we will likely lower the
issuer credit rating on Arqiva Broadcast Finance PLC by one notch
if DCMS decides to shut down DTT by 2034, which is one of the two
possible regulatory outcomes to be decided later in the year. It
also reflects the risk around secular decline in DTT, already
leading to weaker-than-expected cash flows, which adds downward
pressure on cash flows available from the senior financing group to
service the junior debt. This could also increase refinancing risks
for the 2028 maturity. Alternatively, we could revise the outlook
to stable if DCMS decides to extend its commitment for DTT until
2044, which would provide long-term visibility to Arqiva's earnings
and cash flows. The outlook revision to stable would hinge on the
company's cash flows available from the senior financing group
growing in line with expectations and also a credible plan by the
company to address its 2028 debt maturity."
GROUPIA: S&W Partners Appointed as Administrators
-------------------------------------------------
Groupia Ltd was placed into administration in the High Court of
Justice, Business and Property Courts, Court Number CR-2026-004401.
Nigel Fox and Christopher Marsden of S&W Partners LLP were
appointed as Joint Administrators on June 16, 2026.
The company trades under the names Groupia, Groupia Golf, StagWeb,
GoHen, Company Away Days and Groupia School Trips, and was
previously known as Stagweb Ltd. Groupia was a UK-based travel
agency that specialized in planning group trips, including hen and
stag weekends, golf holidays, school trips, and corporate away
days
The company's registered office and principal trading addressis 213
London Road East, Batheaston, Bath, BA1 7NB.
The Joint Administrators can be contacted at:
Nigel Fox
Christopher Marsden
S&W Partners LLP
c/o Restructuring, EQ
111 Victoria Street
Redcliffe
Bristol BS1 6AX
Further details:
The Joint Administrators
Tel: 023 8254 0400
Email: Groupia@swgroup.com
INTEGRA PEOPLE: Cowgills Limited Appointed as Administrators
------------------------------------------------------------
Integra People Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Leeds, Insolvency
and Companies List (ChD), Court Number 000632 of 2026. James Fish
and Keeley Lord of Cowgills Limited were appointed as Joint
Administrators on June 16, 2026.
Integra People Limited is a UK-based recruitment and business
solutions consultancy. Its registered office and principal trading
addressis 4a Olympic Park, Olympic Way, Birchwood, Warrington, WA2
0YL.
The Joint Administrators can be contacted at:
James Fish
Keeley Lord
Cowgills Limited
Fourth Floor Unit 5B
The Parklands
Bolton BL6 4SD
Further details:
Katie Parker
Cowgills Limited
Tel: 0161 672 5763
Email: Katie.Parker@cowgills.co.uk
MEDIA BASED: BTG Begbies Appointed as Administrators
----------------------------------------------------
Media Based Attractions Limited was placed into administration in
the High Court of Justice, Business and Property Courts in
Birmingham, Insolvency & Companies List (ChD), Court Number
CR-2026-BHM-000273. Gareth Prince and Mark Malone of BTG Begbies
Traynor (Central) LLP were appointed as Joint Administrators on
June 12, 2026.
The company operated in the entertainment and leisure industry,
specifically focusing on the supply, installation, and management
of dynamic motion simulators, 4D effects cinemas, and turnkey
entertainment attractions.
The company's registered office and principal trading address is
37 Second Avenue, The Pensnett Estate, Kingswinford, DY6 7UL.
The Joint Administrators can be contacted at:
Gareth Prince
Mark Malone
BTG Begbies Traynor (Central) LLP
11th Floor
One Temple Row
Birmingham B2 5LG
Further details:
William Davies
BTG Begbies Traynor (Central) LLP
Tel: 0121 200 8150
Email: birmingham@btguk.com
PREMIER ACCOUNTANCY: FRP Advisory Appointed as Administrators
-------------------------------------------------------------
Premier Accountancy (UK) Limited was placed into administration in
the High Court of Justice, Business and Property Courts, Court
Number CR-2026-004521. Miles Needham and Andy John of FRP Advisory
Trading Limited were appointed as Joint Administrators on June 18,
2026.
The company engaged in accounting and auditing activities.
The registered office is c/o FRP Advisory Trading Limited, 2nd
Floor, Churchill House, 26-30 Upper Marlborough Road, St Albans,
AL1 3UU. It was previously The Straw Barn, Upton End Farm Business
Park, Meppershall Road, Shillington, SG5 3PF.
The principal trading address is The Straw Barn, Upton End Farm
Business Park, Meppershall Road, Shillington, SG5 3PF.
The Joint Administrators can be contacted at:
Miles Needham
Andy John
FRP Advisory Trading Limited
2nd Floor, Churchill House
26-30 Upper Marlborough Road
St Albans AL1 3UU
Further details:
The Joint Administrators
Tel: 01727 811111
Email: cp.stlbans@frpadvisory.com
Alternative contact: James Case
PROJECT Q: S&W Partners Appointed as Joint Administrators
---------------------------------------------------------
Project Q Senior Ltd was placed into administration in the High
Court of Justice, Business and Property Courts of England and
Wales, Court Number CR-2026-004661. Colin Hardman and Clare Lloyd
of S&W Partners LLP were appointed as Joint Administrators on June
15, 2026.
The company engaged in activities of holding companies. The
company's registered office and principal trading address is
Hampton By Hilton London Waterloo, 157 Waterloo Road, London, SE1
8XA.
The Joint Administrators can be contacted at:
Colin Hardman
Clare Lloyd
S&W Partners LLP
c/o Restructuring Department
45 Gresham Street
London EC2V 7BG
Further details:
Contact: Celia Caparros
Email: celia.caparros@swgroup.com
Tel: 020 3836 8545
ROBOCOASTER LIMITED: BTG Begbies Appointed as Administrators
------------------------------------------------------------
Robocoaster Limited was placed into administration in the High
Court of Justice, Business and Property Courts in Birmingham,
Insolvency & Companies List (ChD), Court Number CR-2026-BHM-000271.
Mark Malone and Gareth Prince of BTG Begbies Traynor (Central) LLP
were appointed as Joint Administrators on June 12, 2026.
The company engaged in the manufacture of metal structures and
parts of structures – other manufacturing not elsewhere
classified.
The company's registered office is 37 Second Avenue, The Pensnett
Estate, Kingswinford, DY6 7UL.
The company's principal trading address is Building 37, Second
Avenue, Pensnett Trading Estate, Kingswinford, DY6 7UL.
The Joint Administrators can be contacted at:
Mark Malone
Gareth Prince
BTG Begbies Traynor (Central) LLP
11th Floor
One Temple Row
Birmingham B2 5LG
Further details:
William Davies
BTG Begbies Traynor (Central) LLP
Tel: 0121 200 8150
Email: birmingham@btguk.com
X1 MEDIA CITY: BTG Begbies Traynor Appointed as Administrators
--------------------------------------------------------------
X1 Media City Limited was placed into administration in the High
Court of Justice, Business and Property Courts, Court Number
CR-2026-004623. Paul Cooper, Jamie Taylor, and Dominik
Thiel-Czerwinke of BTG Begbies Traynor were appointed as
Administrators on June 15, 2026.
The company engaged in building construction. The company's
registered office is 116 Duke Street, Liverpool, L1 5JW.
The Joint Administrators can be contacted at:
Paul Cooper
Jamie Taylor
Dominik Thiel-Czerwinke
BTG Begbies Traynor
Level 33
One Canada Square
London E14 5AB
Further details:
Edward Gordon
BTG Begbies Traynor (London) LLP
Tel: 020 7516 1500
Email: RC-Team@btguk.com
===============
X X X X X X X X
===============
[] BOOK REVIEW: To Protect Their Interests
------------------------------------------
The Invention and Exploitation of Corporate Bankruptcy
Author: Stephen J. Lubben
Publisher: Columbia University Press
Published Jan. 20, 2026. 408 pages.
Hardcover $130 · Softcover $32 · Kindle $17.27
Available at
https://cup.columbia.edu/book/to-protect-their-interests/9780231213103/
Prof. Stephen J. Lubben traces the development of modern chapter 11
reorganization practice across more than a century of corporate and
legal experimentation in To Protect Their Interests. Prof. Lubben
describes a system built not from sweeping legislative
breakthroughs but from incremental innovations. He identifies
techniques borrowed, adapted, and repurposed by lawyers, judges,
and financiers working in an era when corporate law was forming
simultaneously.
In the decades following the Civil War, sprawling capital-intensive
railroad companies posed an unprecedented challenge. They crossed
state lines, owed money to investors scattered across the country
and abroad, and operated infrastructure too valuable to dismantle
through ordinary liquidation. The traditional foreclosure remedy
was too blunt for enterprises dependent on continuous operation.
Insolvency practitioners turned to receivership, a device imported
from English equity practice. Originally designed to hold assets
during litigation, receivership evolved into a mechanism to keep
trains running while investors negotiated new capital structures.
By the 1870s, creditors' bills were filed in coordinated fashion
across multiple jurisdictions. Federal circuit judges, empowered
to sit across districts, issued receivership orders in several
states on the same day. Senior management often served as
receivers, overseeing operations while bondholders and other
investors debated what a reconstituted enterprise might look like.
In many cases, the railroad never stopped running even as its
ownership and obligations were dismantled and rebuilt.
Railroads, operated in an environment shaped by state land grants,
speculative financing, and federal ambitions for transcontinental
routes, provided especially fertile ground for these emerging
techniques. They became an early laboratory for reorganization
practice, and here Jay Gould enters the story. When Texas and
Pacific Railroad entered receivership on Dec. 15, 1885 (obligated
to pay bondholders 5% until their bonds matured in the year 2000),
Gould applied a coordinated set of existing restructuring tools at
a scale not seen before. Prof. Lubben highlights this case as a
moment when the components of modern reorganization -- negotiated
plans, multi-jurisdictional filings, investor committees, and the
use of a new corporate shell -- appeared together in a unified
form. Gould didn't invent these techniques, but this receivership
demonstrated a large, multi-state corporation could be reorganized
without liquidation. This case served as a template others would
refine and replicate, including J.P. Morgan in the following
decade.
Prof. Lubben recounts how reorganizations reshaped corporate
ownership during this period. Shareholders typically retained their
interests only by paying assessments. Those who couldn't or
wouldn't contribute were diluted or excluded. Bondholders who
cooperated with reorganization committees traded their defaulted
bonds for new securities. Unsecured creditors who didn't
participate were left with claims against the old corporation,
which no longer held operating assets.
Public skepticism accompanied these developments. An 1882 political
cartoon reproduced in Prof. Lubben's work shows receivers hauling
away bags of "fees" from a sinking ship while policyholders
struggle in the water -- evidence these procedures had already
developed a reputation for complexity and high transaction costs.
Yet the system kept railroads operating. Reorganization preserved
going-concern value, maintained transportation links across vast
regions, and allowed companies to function while their financial
structures were rebuilt. It also normalized the idea that creditors
and investors could negotiate their rights through a
court-supervised process that didn't depend solely on statutory
instructions.
By the time Congress enacted the modern Bankruptcy Code in 1978,
many of the central features of chapter 11 were already long
established. The automatic stay, debtor-in-possession operation,
court-supervised plan negotiations, binding treatment of dissenting
creditors, and the creation of new corporate entities under
judicial protection all had predecessors in nineteenth century
railroad reorganizations.
Statutory developments played a role. New York's early
reorganization statute and the New Deal-era Chandler Act's
corporate bankruptcy provisions introduced oversight and formal
structure. But practice frequently led the way. When statutes were
too rigid, parties worked around them; when they aligned with
emerging norms, they codified techniques already in use.
The history Prof. Lubben reconstructs also resonates with the
structure of the modern profession. In later chapters, he shows how
major corporate reorganizations drew in attorneys from prominent
law firms. The W. T. Grant case files, for example, show Wachtell,
Lipton, Rosen & Katz stepping in as company counsel, while a young
associate -- Richard Krasnow of Weil Gotshal -- recorded minutes of
creditors' committee meetings. Prof. Lubben also notes a former
attorney from Sullivan & Cromwell who later chaired the Grand Union
Company, and documents the involvement of Cravath, Swaine & Moore
as the preferred counsel to the great investment houses. Archived
interviews with Harvey Miller and Leonard Rosen, which Prof. Lubben
cites, illustrate how techniques developed in nineteenth-century
receiverships flowed into the sophisticated restructuring industry
handling the nation's largest bankruptcies today.
Prof. Lubben's account shows corporate bankruptcy as the product of
continuous adaptation among courts, corporations, financiers, and
legislators. The Texas railroads, the Gould receiverships, and the
later Morgan reorganizations didn't create a new system from
scratch. They refined and demonstrated a set of tools that
eventually coalesced into the chapter 11 process now used to
restructure large enterprises. Today, Prof. Lubben observes,
Kirkland & Ellis "dominates the representation of large corporate
debtors," extending this lineage into the twenty-first century. He
credits Kirkland with helping establish Houston as a premier venue
for chapter 11 (and a similar migration to New Jersey),
illustrating how the institutional power once concentrated in
railroad financiers now resides in a national restructuring bar
adept at steering the forum, pace, and terms of modern
reorganizations.
Prof. Lubben isn't complimentary about private equity's role in
modern restructuring cases. Sponsors often "run a company until it
falls down and then use the reorganization system to impose most of
the costs of failure on smaller parties," Prof. Lubben says, citing
Steward Health Care where Cerberus Capital "split off its ownership
of the hospitals in a transaction . . . to extract millions of
dollars," leaving behind "a hospital operator without hospitals."
In Caesars Entertainment's collapse, he says, Apollo Global
Management and TPG Capital engaged in "machinations" including
asset shifting and selective payments, pushing a plan to allow them
"to retain ownership and obtain releases for their prior behavior."
Other sponsors, like Bain Capital and Ares Management, Prof. Lubben
continues, appear in transactions where companies "borrowed
enthusiastically to fund the deal" and then faced
liability-management maneuvers "designed to gain 'runway' . . . but
most often . . . used to set up a subsequent chapter 11 case in a
way that benefits the debtor's private equity owner." Private
equity-owned debtors, Prof. Lubben concludes, "act much as Jay
Gould or J. P. Morgan did a century ago, deferring to those with
power and ignoring those without.
*********
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter-Europe is a daily newsletter co-
published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA.
Marites O. Claro, Rousel Elaine T. Fernandez, Joy A. Agravante,
Julie Anne L. Toledo, Ivy B. Magdadaro, and Peter A. Chapman,
Editors.
Copyright 2026. All rights reserved. ISSN 1529-2754.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.
Information contained herein is obtained from sources believed to
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The TCR Europe subscription rate is US$775 per half-year,
delivered via e-mail. Additional e-mail subscriptions for
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or balance thereof are US$25 each. For subscription information,
contact Peter Chapman at 215-945-7000.
* * * End of Transmission * * *