Antolin AHG Mounts Challenge to Spanish Restructuring Plan in English Court, Says Plan Breaches ICA; Spanish Restructuring Expert Says No Breach of Absolute, Relative Priority Rules

Reporting: Connor Lovell
Legal Analysis: Shan Qureshi

Relevant Documents
Homologation Request (Approved English Translation)
AHG Letter dated June 26, 2026
English Claim Form

A steering committee of Antolin’s bondholders is seeking declarations from the High Court in London that the group’s proposed Plan de Reestructuración, or Spanish restructuring plan, breaches the terms of its English-law intercreditor agreement, or ICA, court filings show.

The claimants contend that the proposed restructuring plan, detailed later in this article, would confer advantages on bank debt lenders at the expense of the holders of the 2028 and 2030 senior secured notes, or SSNs, and would involve numerous breaches of the ICA, however these alleged breaches have not yet been detailed in a particulars of claim.

In a separate letter from the steering committee – the AHG – to Antolin’s lawyers, Kirkland & Ellis and Gomez Acebo y Pombo dated June 26, they say: “The Transaction seeks to impose material and disproportionate losses on holders of SSNs while allowing existing shareholders to retain their existing equity position in full at no cost. This outcome is discriminatory and value-destructive for the SSN holders.”

The claimants accordingly claim declaratory relief as to the parties’ rights and obligations under the ICA in connection with the proposed Spanish restructuring plan.

Octus’ restructuring analysis of the proposed transaction is HERE.

The claimants in the English action are holders of two series of SSNs comprising an entity related to Benefit Street Partners and 12 entities related to Aurium CLO. They are working with Kobre & Kim, in the English litigation, as reported.

The defendants in the English process are Grupo Antolin and Deutsche Trustee Co. as trustee to the SSNs and Deutsche Bank as senior facility agent.

The AHG, which is advised by Alvarez & Marsal, Milbank PLC and Cuatrecasas, launched on June 30 a cooperation agreement, which currently accounts for about 66% of bondholders across the two sets of 2028 and 2030 bonds, according to sources. The six-member challenging noteholder group comprises Benefit Street Partners, BlackRock, Five Arrows, HPS, Invesco and Spire, representing more than 25% of the two bonds, as reported.

The AHG has refused to support the proposal, and SSN support for the TSA (as at July 10) was just 6.4% of the 2028s and 4.7% of the 2030s. Whereas over 60% of the group’s bank debt supports the deal, as detailed below.

Chapter 15 Filing: Risk of Further AHG Litigation

Antolin filed a Chapter 15 petition early on 21 July in the Bankruptcy Court for the Southern District of New York, alongside a dozen or so affiliates seeking recognition of its Spanish restructuring proceeding as a foreign main proceeding. The SSNs are governed by New York law.

In the chapter 15 proceedings, Antolin has also asked the US court to stay any proceedings brought in the US which may seek to argue that the filing of the Spanish plan and/or chapter 15 recognition proceedings constitute events of default under the SSNs. As such, the AHG creditors may seek to initiate litigation, assert liens or enforce their secured claims in the U.S. A stay is already in place in Spain.

Antolin warned that the AHG have already taken advantage of the governing law provisions in the ICA to initiate the English Litigation and evade the Spanish automatic stay which is provided as part of the Spanish tool, “creating a concrete risk” that they will take similar action in the U.S. The company says the risk of adverse action is heightened by the summer holidays in Spain which could encourage creditors to take action quickly in the US before the Spanish Court is able to substantively engage with the merits of the Homologation request.

Background – Proposed Restructuring

Under the terms of the proposed financial restructuring transaction, all secured financial creditors have been offered by the company a default option of extending the maturity of their debt to 2035 at 6.97%. Alternatively, they may choose either of the two voluntary options:

• Banks providing working capital facilities through 2032 may opt to roll over into an instrument with the same principal amount, maturing in 2032 and carrying a lower interest rate than their existing facilities. The committed working capital line will be elevated to super senior status.
• Noteholders also have an option to choose to exchange their existing holdings for a new instrument in an aggregate principal amount equal to 67.5% of the original face value. The new instrument will mature in 2030 and pay interest of 8.28%, with the rate increasing by 2 percentage points each year starting from June 2027.

Alongside this, the deal will maintain the Antolin family’s equity control without requiring provision of new equity. Paras 34 – 35 of the Homologation request appear to highlight the recognition the Antolin family has received in Spain for economic, business and social progress, including a gold medal awarded by a chamber of commerce.

The company has however secured support from its relationship banks, including Banco Santander, BBVA, CaixaBank, Banco Sabadell and Bankinter, together with a small minority of noteholders through a Recapitalization Support Agreement. The transaction ultimately attracted support from approximately 60% of the outstanding bank debt before increasing to about 67.5% following technical amendments.

No Breach of Absolute or Relative Priority Rule, Says Spanish Restructuring Expert

Grupo Antolin’s proposed restructuring could prove a key test for the Spanish restructuring plan as the group could use the cross-class cramdown power (CCCD), detailed below within the tool to bind dissenting SSN holders to a deal.

According to reports contained in the above chapter 15 filing and prepared by LEXAUDIT, the Spanish court-approved Restructuring Expert, and Vest Partners for the debtor, the proposed restructuring plan complies with the Spanish principle of equal treatment among creditors and also with the absolute priority rule, or APR, and relative priority rules, or RPR. We set out their reasoning below.

The group has proposed that four classes of creditors vote on the plan with bank debt, SSNs, guarantee claims and subordinated debt classes all being placed in separate classes.

Plan de Reestructuración

Under the mechanics of the Plan de Reestructuración, creditor classes are formed on the basis of a common interest determined by objective criteria. To approve a restructuring plan, the requisite voting thresholds are 75% by value for secured creditors and two-thirds by value for unsecured or ordinary classes.

• Class Formation

According to the chapter 15 filing, insolvency ranking has been one of the primary criteria used in forming classes within the plan. Accordingly there has been four classes proposed:

1. Bank Debt Class
2. Senior Secured Notes Class (including the 2028 and 2030 SSNs)
3. Guarantee Facilities Class
4. Subordinated Debt Class

The proposed class composition is likely to be significant because it will determine whether the company can satisfy the voting requirements without invoking the cross-class cram down mechanism. It appears that as things currently stand, while the restructuring has attracted support from the group’s relationship banks and a majority of noteholders through the Recapitalization Support Agreement, the AHGo, which would vote in the Senior Secured Notes Class opposes the transaction.

If the SSNs Class fails to approve the plan by the requisite statutory majority which appears likely, the company may need to rely on the cross-class cram down provisions to bind that dissenting class. In those circumstances, the statutory safeguards governing a non-consensual restructuring, including the absolute priority rule, are likely to come under close judicial scrutiny.

• Cross-Class Cramdown

CCCD is available where either (i) at least one secured or privileged class votes in favor and a majority of classes approve the plan, or (ii) at least one in-the-money class approves the plan based on a going concern valuation prepared by an independent expert.

Where the CCCD is applied, no class may receive more than the full value of its original claim, and classes of equivalent insolvency ranking must be treated on a pari passu basis.

If those dissenting noteholders prevent the relevant notes class from achieving the requisite 75% statutory majority, the debtor may therefore need to rely on the Plan de Reestructuración’s CCCD mechanism to extend the effects of the restructuring to that class. Confirmation of a cram-down plan also typically requires passing the “best-interest-of-creditors” test, ensuring the subordinated class receives at least as much under the plan as it would in liquidation.

Accordingly, Antolin will be a key test of how the Spanish courts apply those protections in practice where secured financial creditors receive materially different economic treatment under the same restructuring.

Absolute Priority Rule and Relative Priority Rule

Under Spain’s restructuring regime (introduced by Law 16/2022, transposing EU Directive 2019/1023 into the recast Insolvency Law, or TRLC), the APR operates as the default standard for non-consensual plans that is, plans crammed down on dissenting classes according to Article 639 TRLC.

The APR rule holds that senior creditors must receive the full amount of their claims before junior creditors or shareholders can receive any payment or retain any rights under the plan, and more broadly no class of lower-ranking creditors or shareholders may receive payment until higher-ranking creditors have been fully satisfied. This principle works alongside two related fairness concepts: the principio de paridad (equal treatment within a class) and the rule against unjustified discrimination between same-ranked creditors across different classes.

Article 684.4 TRLC, however, allows courts to confirm a plan even without strict adherence to absolute priority, so long as dissenting creditor classes receive treatment more favorable than any lower-ranking class receives, effectively permitting a RPR as an alternative in defined circumstances.

The reports prepared by LEX AUDIT and Vest Partners for the company, conclude (see paras 109-112) that the proposed restructuring complies with the APR and the RPR. The reasoning is as follows:

• The restructuring preserves principal: neither the bank debt nor the notes are written down. Instead, both are subject to a maturity extension with an annual interest rate of 6.97%, which the experts consider sufficient to preserve the value of the claims over the extension period.
• Different treatment is economically equivalent: although the bank debt and notes are offered different restructuring options, the experts conclude these alternatives are financially equivalent. Banks receive a lower interest rate because, allegedly, they provide new money and assume greater credit risk, but they are repaid sooner. Noteholders receive repayment later but benefit from a higher interest rate, which compensates for the longer maturity.
• Subordinated debt remains subordinated: subordinated creditors continue to rank behind senior creditors and are only paid after higher-ranking claims. This is said to comply with the relative priority rule.
• The APR is satisfied because the plan does not allow junior-ranking creditors or shareholders to receive or retain value at the expense of higher-ranking dissenting creditors.

The expert report emphasises that the APR rule does not require every creditor to receive identical contractual terms or payments; rather, it prevents value from flowing to junior stakeholders before senior creditors have received the treatment to which they are entitled.

The report states that where SSNs elect alternative treatment, they shall receive a 32.5% reduction to their claims. However, once that reduction has been applied, and taking into account the shorter term and higher interest rate applicable under the alternative treatment of such notes, such treatment is financially equivalent to that offered in respect of the Bank Debt under its alternative treatment, according to the report.

The AHG had previously set out in their letter to the company of 26 June that “implementation would, specifically, constitute a breach of fundamental Spanish restructuring principles, including the absolute priority rule and disparate treatment between creditors and,more broadly, raises breaches of the contractual obligations of the parties under the various debt documents that are applicable to the Group and its stakeholders, including those purportedly party to the RSA and supportive of the Restructuring Plan”.