The Joint Administrators of Waldorf Production Limited (“WPL”) and Waldorf Energy Partners Limited (“WEPL”) are pleased to announce they have entered into a binding share sale and purchase agreement with a wholly owned affiliate of Harbour Energy plc (“Harbour Energy”), whereby Harbour Energy will acquire the entire issued share capital of each of WPL and WEPL’s subsidiaries (except for Waldorf Energy Finance plc and WPL itself) (the “Target Group”) (the “Transaction”).
The Transaction is conditional on satisfaction of certain conditions precedent, including NSTA consent to the Transaction and the settlement of certain liabilities of the Target Group, including by way of restructuring plans under Part 26A of the Companies Act 2006 of each of Waldorf CNS (I) Limited and Waldorf Production UK PLC , as well as certain other customary conditions.
The effective date of the Transaction is 1 January 2025 and the consideration payable at completion is estimated to be USD 170,000,000 (after customary locked‑box consideration adjustments). The Transaction is expected to close during the second quarter of 2026. The consideration will be allocated between those creditors of the Target Group whose claims are to be settled in connection with the Transaction (with the exception of nominal consideration payable to WPL and WEPL for the shares in the Target Group). WPL and WEPL are creditors of the Target Group and will be allocated value for the settlement of their respective claims based on the agreed terms of the Transaction.
The Joint Administrators believe this Transaction provides the best opportunity to maximise returns to the creditors of WPL and WEPL (the Joint Administrators commenced a sales process following their appointment). Further detail will be provided in the Joint Administrators’ next progress reports, to be published over the coming weeks.
Luke Wiseman and Jim Tucker from Interpath were appointed Joint Administrators of WPL on 12 June 2024. Jim Tucker and Alistair McAlinden from Interpath were appointed Joint Administrators of WEPL on 4 June 2024.
