High Court sanctions Schleich holding company restructuring scheme

The High Court sanctioned a Part 26 scheme between SCUR-Alpha 1092 GmbH and its Scheme CreditorsNationalarchives restructuring liabilities under an English-law Senior Facilities Agreement that confers exclusive jurisdiction on the English courts. SCUR-Alpha, a German holding company in the Schleich toy group, owed €169,000,000 under an Existing Term FacilityNationalarchives matured 22 August 2026 and €20,000,000 under an Existing Revolving Credit Facility matured 22 February 2026, both deferred under a Lock-Up Agreement. A German-law Ancillary Facility from UniCredit Bank GmbH and local lines are outside the Scheme.

At the meeting on 22 September 2026Nationalarchives, 13 of 14 creditors holding about 97.4% by value votedNationalarchives. Eleven holding about 80.9% of the value voted approved the SchemeNationalarchives, meeting the requirement of a majority in number representing 75% in value of those present and votingNationalarchives. The dissentients were MeSoFa Vermögensverwaltungs AG in Abwicklung with about 16%Nationalarchives and one revolving lender with about 2.6%. The court accepted a single classNationalarchives and approved the revised record time of 5.00 p.m. on 18 September 2026.

OFSI confirmed on 2 July 2026 that MeSoFa is not owned or controlled by its designated joint liquidator within regulation 7 of the Russia (Sanctions) (EU Exit) Regulations 2019Nationalarchives and is not subject to the United Kingdom asset freezeNationalarchives, after which it was admitted to vote. OFAC issued a licence on 6 July 2026Nationalarchives, amended 18 August 2026, allowing implementation only if all MeSoFa property from the restructuring is held by Holding Period Trustee i2 Capital Markets until MeSoFa is no longer subject to United States sanctions or OFAC authorises transferNationalarchives. A creditor with a transfer authorisation takes directly; otherwise the trust runs for the longer of 24 months from effectiveness and six months from de-listing or transfer, and indefinitely while the bar remainsNationalarchives.

All creditors exchange and waive in the same proportions. A €119,600,000 New Super Senior FacilityNationalarchives includes €16,000,000 of new moneyNationalarchives open to every eligible creditor pro rata until the business day after the meetingNationalarchives. Interim and new-facility lenders elevate existing loans equal to 1.45 times their commitment into Tranche ANationalarchives. The balance is exchanged into a €12,000,000 Restated Term Facility and a €35,000,000 payment-in-kind facilityNationalarchives, the remainder waived; total debt falls from €241,000,000 to €166,600,000Nationalarchives. Backstop parties receive 4.00% of the Interim Facility and new money. The court found lock-up accession, elevation rights and fees did not fracture the classNationalarchives and that better returns for new-money lenders reflect an opportunity open to all.

The company dropped a German StaRUG for potential tax liabilities up to about €21,800,000Nationalarchives and added a contingent QR Structure under which loans convert into deeply subordinated QR Loans in reverse ranking order only if those liabilities crystallise above the threshold for the IDW S6 restructuring opinionNationalarchives. It binds all creditors equally and cannot operate before the valuation date. Supplemental explanations in draft on 14 August and 11 September and final form on 16 September 2026 gave sufficient noticeNationalarchives. The court held the trust administers an entitlement rather than enforcing United States lawNationalarchives, and accepted evidence that recognition in Germany is highly likely under the Hague Judgments Convention 2019 or section 328 of the German Code of Civil ProcedureNationalarchives. The Scheme takes effect on delivery of the order to the registrarNationalarchives, with effectiveness expected before 31 October 2026Nationalarchives.

Legal basis is Companies Act 2006 Part 26 (sections 896, 897 and 899), regulation 7 of the Russia (Sanctions) (EU Exit) Regulations 2019, and OFAC Licence No. MUL-2026-1451921-1 as amended on 18 August 2026.