One of the most notable legal restructuring trends of 2025 – on a global level – was the unabashed forum shopping engaged in by companies looking to restructure their debt under the laws of whichever country best suited their particular needs. While some companies successfully took advantage of aspects of UK restructuring law, others were successful in completing quick restructurings under Chapter 11. Not all forum shopping efforts were rewarded in 2025, however, with litigation ensuing on both sides of the Atlantic and some courts issuing warnings against what they consider to be impermissible forum shopping.

While companies and their creditors continue to test the boundaries (or lack thereof), the Debtwire legal analyst team in this two-part series discusses these restructurings and the extent to which 2025’s transnational restructuring strategy is likely to encourage more companies to eschew local proceedings in favor of greener restructuring regimes abroad. In the first of this two-part series, the Debtwire legal analyst team discussed non-UK companies that turned to UK restructuring law and the extent to which those strategies proved successful. In this part two, we discuss companies’ 2025 forum shopping efforts in the US and elsewhere, and what we can learn from how those tactics played out.

Part 1: Looking back at one of 2025’s hottest restructuring trends, global forum shopping – Legal Analysis, | ION Analytics | Debtwire (Access Required)

Chapter 11 continues to draw European, APAC and LatAm debtors

Distinct groups of non-US companies turned to Chapter 11 to restructure their debt in 2025. For one, Asia’s locally incorporated but US-centric entities caught up in their group’s broader US Chapter 11 restructuring processes were among the non-US entities willing to travel. Even in Singapore, where such entities could in theory rely upon the jurisdiction’s own debtor-in-possession framework to implement global restructuring terms, debtors such as Quoine Pte and Near Intelligence Pte have instead headed to the US, before returning home to have their restructurings recognized.

FTX Trading affiliate Quoine was by no means the first Singaporean entity to follow its affiliates into a US Chapter 11 process rather than commence local scheme moratorium proceedings. Predecessors have included CFG Peru Investment, Zetta Jet, and Eagle Hospitality’s Singaporean trusts. But Quoine’s filing was different. Quoine wasn’t a holdco (like CFG Peru), its business wasn’t managed from the US (like Zetta’s), and its key assets weren’t located in the US (like Eagle’s hotels). Quoine’s center of main interests (COMI) was in Singapore, at least until it entered Chapter 11.

Near Intelligence’s case was equally interesting. It had eschewed local proceedings in favor of following its Delaware-incorporated parents into Chapter 11, only to return to Singapore pleading for help after it had struggled to transfer shares in its Indian subsidiary (thanks to an ongoing dispute with its India-based directors) in accordance with its Chapter 11 plan.

Not surprisingly, in both cases the Singapore courts recognized the US proceedings – the Singapore International Commercial Court recognizing Quoine’s plan in February and Judicial Commissioner Mohamed Faizal recognising Near Intelligence’s plan in November – evidencing that Chapter 11 will likely remain a viable (and popular) choice for US-centric Singaporean businesses.

The move to Chapter 11 was not limited to just APAC companies. In November 2025, Klöckner Pentaplast, a German based global manufacturer of rigid and specialty plastic packaging, shunned European restructuring tools of Germany in favor of commencing a pre-arranged Chapter 11 case. The company commenced its case with the support of over two-thirds of its (i) bridge loan lenders, (ii) creditors holding claims under its SFA credit agreement and first lien notes, and (iii) second lien noteholders – all of whom agreed to vote their claims to accept the Chapter 11 plan. Through its plan, which was confirmed the following month, the company eliminated approximately EUR 1.3bn of funded debt and raised EUR 215m in new money, all while leaving trade creditors unimpaired. Given it’s short and successful stint in Chapter 11, it serves as a successful example of a foreign company taking advantage of what can be a speedy process in Chapter 11, particularly where the company has the requisite creditor support.

Latin American companies needing to restructure cross-border debt also frequently turned to US bankruptcy courts last year. Over the last 20 years, many such companies traditionally commenced domestic reorganization proceedings followed by foreign ancillary recognition proceedings – in particular, US Chapter 15 cases – seeking to bind US-based creditors. The following table lists the Latin American companies who employed this strategy in 2025.

However, certain companies in the LatAm region – notably, airlines – have opted instead to commence their main reorganization proceedings in the US. As the Debtwire legal analyst team discussed, this choice seemingly was motivated by the desires for greater predictability and legal certainty, the protection of the automatic stay, and the potential to access a more robust DIP financing market. Two notable distressed LatAm companies that commenced Chapter 11 cases in 2025 include Azul, Brazil’s largest airline in terms of departures and cities served, and Ambipar, a Brazilian environmental and emergency services provider.[1] Azul successfully completed its restructuring under Chapter 11 when in mid-December the US Court handling its Chapter 11 case confirmed its debt restructuring plan, thereby paving the way for the airline to emerge from bankruptcy.

Ambipar’s case, however, has been more complicated. On 20 October, the holdco and 71 other affiliates of the group commenced a judicial recovery with the Third Business Court of Rio de Janeiro. On the same day, one of the judicial recovery filing entities – Cayman Islands-based Ambipar Emergency Response – also filed a Chapter 11 case with the US Bankruptcy Court for the Southern District of Texas. Considering that, in the Brazilian case, the court authorized the substantive consolidation requested by the company, the success of Ambipar’s cross-border debt restructuring strategy will likely demand court-to-court cooperation involving the Brazilian and the US jurisdictions throughout 2026. Specifically, we believe that direct communication and coordination of the parallel reorganization proceedings will be pivotal to prevent conflicting rulings.

Creditors get in on the action

Distressed companies were not the only forum shoppers in 2025. Creditors have been taking advantage of their cross-border options as well. Road King Infrastructure’s bondholders, for instance, applied to wind-up subsidiary bond guarantor New Select Global in the British Virgin Islands (its place of incorporation) after having rejected the developer’s controversial consent solicitation in August. The bondholders are keen for independent officeholders to take control of the entity and sell its indirectly owned Indonesian toll road assets, even as the company says it is exploring a holistic restructuring.

BFAM Asian Opportunities Master Fund was another creditor that headed overseas to enforce its rights. The bondholder recently obtained a judgment against PRC property developer Glory Health in New York and is now planning to wind-up the property developer in Hong Kong based upon that judgment. BFAM could have sued the company in Hong Kong rather than the US, but the Hong Kong courts have in previous cases refused to accept that underlying bondholders have authority to directly enforce the payment terms of New York law-governed bonds. The US courts therefore offered a much more attractive option, particularly given that BFAM had successfully obtained similar judgments against Tunghsu Group (in 2020) and Zhongrong International Resources (in 2024). Back in 2024, BFAM successfully defended against Glory Health’s attempt to have its New York litigation dismissed for a lack of standing. Now we wait to see what the Hong Kong court makes of its enforcement workaround.

Lender Industrial and Commercial Bank of China (ICBC) was another to take steps offshore. ICBC had lent USD 100m to Myanmar Fiber Optic Communication Network (MFOCN), a sum guaranteed by the borrower’s parent – Hong Kong-based, Cayman-incorporated HyalRoute Communication Group. After MFOCN defaulted and Hyalroute failed to honor its obligations, ICBC issued a Cayman statutory demand seeking the repayment of the sum outstanding and Hyalroute responded by seeking an injunction from the Hong Kong court preventing ICBC from filing a Cayman winding-up petition – its argument being that: (i) a dispute had arisen between the parties as to whether Hyalroute’s obligations had been suspended since 2021; (ii) that dispute fell within the scope of a Hong Kong arbitration clause contained in the parties’ loan documentation; and (iii) any presentation of a winding-up petition prior to that dispute being determined by arbitration would breach the arbitration agreement.

ICBC had clearly anticipated that argument being raised. Hong Kong’s courts had stayed winding-up proceedings in similar circumstances in cases such as Guy Lam and Simplicity. So ICBC petitioned in the Cayman Islands, where the courts had taken the opposite view – concluding that the filing of a winding-up petition did not breach arbitration clauses (because winding-up proceedings did not substantively determine a dispute). And the approach worked. The Hong Kong court wasn’t willing to intervene to prohibit ICBC from filing a Cayman petition in circumstances where the Cayman courts saw nothing wrong with such a step being taken, even if the equivalent conduct in Hong Kong might have been enjoined.

Fights over forum shopping unfolded

In 2025, two debtors with Latin American ties faced strong headwinds in their cross-border restructuring efforts. For one, Brazilian cement maker InterCement’s global in-court restructuring was marked by fierce COMI-related litigation. In 2024, the company commenced (i) a precautionary measure in Brazil, which ultimately converted into a judicial recovery process; (ii) a Chapter 15 recognition case in the US; (iii) another recognition proceeding in Spain; and (iv) a public Wet Homologatie Onderhands Akkoord (WHOA) proceeding in the Netherlands.

The Dutch case was not an ancillary recognition proceeding, nor was it directly tied to the Brazilian and Spanish filings, even though it was filed to deal with the same debt, by companies of the same group – including InterCement Financial Operations BV (IC Financial), a non-operating Dutch affiliate that functions as a financial vehicle of the group. In contrast to the US and Spanish proceedings, InterCement commenced the WHOA proceeding as a response to an application filed by a bondholder in that country seeking the appointment of a restructuring expert that would assess whether a restructuring of the company’s bond debt would be possible without the need for a liquidation proceeding.

The company and its creditors fought over the recognition of Brazil as the COMI of the InterCement group, and consequently as the appropriate venue to restructure the bond debt. InterCement argued that the group’s COMI was in Brazil, and that IC Financial and the other Spanish affiliate did not have any individual operations but were merely financing vehicles formed to fund the operations and activities of the group through the international markets.

The creditors, in contrast, claimed that the COMI of InterCement’s non-Brazilian subsidiaries could not be Brazil on the grounds that the presence of debt or assets of the entire group in the country, alone, do not establish a COMI for non-Brazilian affiliates. In addition, the creditors noted that IC financial recognized and explicitly asserted, in the WHOA proceeding, that its COMI was in the Netherlands, when it requested an extension of the “cooling-off period” issued by the court handling that case.

Ultimately, the lack of coordination of the parallel bankruptcy proceedings resulted in conflicting rulings. In late March 2025, the US bankruptcy court handling the Chapter 15 case noted that IC financial was registered in the Netherlands, but found that the strategic oversight, restructuring decisions, and creditor negotiations were managed from Brazil. As a result, the court ruled that the main proceeding of InterCement was the Brazilian judicial recovery.

A few days later, however, the Dutch court declared IC Financial bankrupt, thereby converting the WHOA into a liquidation proceeding to be conducted under the law of the Netherlands. Meanwhile, in the Brazilian judicial recovery, IC Financial and the other InterCement affiliates were all part of a consolidated debt restructuring plan, which was close to being submitted to a vote in Brazil.

InterCement’s creditors appealed the US bankruptcy court’s decision and while the appeal was pending, the parties reached an agreement providing for the repayment terms of a consensual debt restructuring plan, which was approved by creditors in October and sanctioned by the Brazilian court in December, thereby putting an end to all forum shopping disputes.

Another notable dispute arose in 2025 concerning the LatAm cross-border restructuring of Canada-based Colombian independent natural gas producer Canacol, which commenced a reorganization proceeding under Canada’s Companies’ Creditors Arrangement Act (CCAA). A few weeks after the case was commenced, Canacol obtained recognition of the CCAA process as its foreign main insolvency proceeding both in Colombia and the US. The court handling Canacol’s US Chapter 15 case also granted the company’s request to recognize the USD 45m DIP financing that Canacol obtained in the main Canadian proceeding.

In the requests filed to seek recognition of the Canadian process in both countries, Canacol’s foreign representative KPMG argued that, although operating primarily in Colombia, the Canacol group’s COMI was in Canada because Canada-based Canacol Energy was the controlling parent company whose main interests were centered in Canada, where it has its administrative, treasury, reporting, and corporate governance headquarters. KPMG also noted that Canacol Energy is listed on the Toronto Stock Exchange.

However, Canacol group’s sole senior secured priority term loan lender, Macquarie Bank, disputed both the foreign recognition and the post-petition DIP financing. Pursuant to the term loan agreement, Macquarie held a first priority lien over all of the company’s Colombian assets. Under the DIP facility, however, Canacol granted its DIP lender a super‑priority lien over its assets, including the assets that collateralized Macquarie’s loan. Macquarie argued that Canacol was adopting a fraudulent forum shopping maneuver aimed at disregarding its rights as a secured creditor and argued that Canacol would not have been permitted to prime its lien in Colombia without Macquarie’s consent because, according to Macquarie, its interests were not being adequately protected. Neither the judge of the Court of King’s Bench of Alberta, in Canada, nor the Deputy for Insolvency Proceedings of the Superintendency of Companies of Colombia have not yet issued a ruling, and the dispute remains pending.

Courts explain that not all forum shopping will be tolerated

As discussed above, some companies – and their creditors – are willing to travel for what they may perceive to be a desired legal jurisdiction. But not all travel will be blessed. Both APAC and English courts have discussed where lines should be drawn.

Hong Kong courts mark their territory

Hong Kong’s courts, for instance, continue to come down hard on parties seen to be intentionally sidestepping the local courts in favor of offshore jurisdictions to the detriment of local creditor interests; with even the Cayman courts now seemingly in agreement that some Hong Kong-based, offshore-incorporated entities should to be left to the Hong Kong courts to restructure.

In truth, that should come as no surprise. In recent years, the Hong Kong courts have (in cases such as China Oil and Global Brands) gone to significant lengths to stress that they don’t enjoy being sidelined when locally-based, offshore-incorporated debtors head to the Caribbean to purportedly restructure their debt against the interests and wishes of local creditors. Justice Jonathan Harris even went so far as to warn that offshore restructuring proceedings commenced by such entities would not be recognized in Hong Kong because they wouldn’t have been commenced in the place of a debtor’s COMI (which likely would be the PRC or Hong Kong, not the Caribbean).

How that view was going to be received in the offshore jurisdictions was always going to be interesting. But if the Cayman court’s recent refusal to appoint provisional liquidators (PLs) over Hong-Kong based, Cayman-incorporated Asia Television Holdings (ATV) is any indicator, it seems the Cayman courts have taken Justice Harris’ comments onboard. ATV had rushed to the Cayman court seeking an urgent, ex parte (with notice) PL appointment to circumvent an ongoing tussle for board control and enable an independent third party to lead restructuring efforts. The application placed Justice Jalil Asif KC in an awkward position – while the Cayman court certainly had jurisdiction to appoint PLs if it considered it appropriate to do so (ATV being Cayman-incorporated and clearly insolvent), ATV was run from Hong Kong, its creditors were based in Hong Kong, and a winding-up petition had already been presented in Hong Kong. In addition, the ongoing board dispute was scheduled to be determined by the Hong Kong court within days. And, lest we forget, the Hong Kong courts weren’t exactly fans of the offshore courts appointing PLs over Hong Kong-centred debtors and probably wouldn’t recognize any appointee, potentially rendering the application of limited use.

Rather pragmatically, Justice Asif concluded that this was one for the Hong Kong court. There was no obvious urgency requiring the Cayman court to act. There was no ongoing restructuring dialogue to protect. The fact that the Hong Kong court might refuse to assist any Cayman appointee meant little might be achieved by an appointment. And, in truth, it made sense for one court – not multiple courts — to resolve all of the issues between the parties.

The Hong Kong Court of Appeal was also busy early in 2025 handing out punishments to those it considered had attempted to sidestep it. For example, GTI Holdings’ purported restructuring was messy. Creditors had presented Hong Kong winding-up petitions against the Cayman-incorporated, Hong Kong-listed entity in March 2020. But to stave off those petitions, GTI had rushed to the Cayman Islands to appoint soft-touch PLs. Those PLs – Lai Wing Lun and Osman Mohammed Arab of RSM Corporate Advisory HK and Claire Marie Loebell of R&H Restructuring – had attempted to negotiate a restructuring (while existing management remained in control of the company). However, after 20 months Justice Linda Chan concluded that the restructuring was going nowhere and wound-up the company in Hong Kong. The Cayman PLs then asked to be appointed liquidators, but Justice Chan refused to do so without a creditor vote. So the Cayman PLs raced back to the Cayman court, had themselves appointed liquidators, and then sought recognition in Hong Kong – not from Justice Chan, but from another judge.

Unfortunately for the Cayman liquidators, there was no avoiding Justice Chan. First, the judge demanded they explain their actions and why they shouldn’t be held personally liable for costs. Then, after the Cayman liquidators abandoned their application (no doubt seeing the writing on the wall), Justice Chan nevertheless directed that the hearing proceed – not to determine whether the liquidators should be recognized, but to determine the propriety of their actions. And at the hearing itself, Justice Chan was scathing of the liquidators’ extraordinary attempt to circumvent the Hong Kong court, mislead the Cayman court into appointing them as liquidators, and trick Justice Harris into recognizing them on an urgent ex parte basis. For that reason, she ordered them to pay the costs of the application personally.

Fast forward to early 2025, and the Court of Appeal saw no reason to intervene. To it, Justice Chan was entitled to criticize the liquidators’ conduct and entitled to order them to pay costs personally. The lesson? Hong Kong’s courts are serious about Hong Kong-based companies being wound-up in Hong Kong. Attempting to sidestep them isn’t a good idea.

English courts

UK courts have also shared their concerns with global forum shopping. While England has traditionally welcomed so-called “good forum shopping” (e.g., Aggregate), in last year’s cases, we saw some warning shots fired and we can expect artificiality to continue to be challenged in the future, especially given the range of new restructuring tools made available across the EU over the last five years. There is no specific test for what constitutes “good” or “bad” forum shopping and the issue will turn on the circumstances of the specific case before the English court. A prime example of the scrutiny scheme/RP applicants can expect is Indah Kiat’s attempted scheme in 2016 which raised eyebrows, when, in the words of Snowden J (as he then was) the company sought “to use a recent COMI shift to England of a SPV shell company to force a compromise of the foreign-law debts and judgment debts of its parent which is a substantial and ostensibly solvent company with no connection to England.”

While forum shopping is not, without more, an objectionable technique, the English court will scrutinise cases involving forum shopping. Indeed, in Home Shopping Europe’s (HSE) scheme, which was sanctioned in June, while the bond debt’s governing law was only changed shortly before the restructuring to English law, under the scheme, the post-restructuring new debt instruments would be governed by New York and Luxembourg law. Judge Hildyard J likened this “curious” sequential change of governing law to “helicoptering,” without seeing enough reason to withhold sanction. The judge also expressed a general concern with regards to what he called the “extremely expansive” approach of the English court vis-à-vis the question of forum shopping.

Hildyard J noted that he had voiced such concerns as far back as the Apcoa scheme in 2014, where he expressed the need for limits in the forum shopping exercise. While sanctioning HSE’s scheme, he warned that if the English courts continued to push the boundaries on the question of sufficient connection, a foreign court, especially a US one, might find that approach “too expansive” and refuse recognition. The judge added that it was important that the courts of foreign jurisdictions from which the English court seeks cooperation are reassured that the principle of comity and dangers of forum shopping are properly addressed.[2]

Boundary lines pushed

Not surprisingly, most overseas restructuring ventures in 2025 were successful when backed by creditor support. As discussed above, Klöckner Pentaplast effectively used Chapter 11 to eliminate USD 1.3bn in funded debt and raise EUR 215m in a little over one month, while Azul was able to bring in USD 200m in new equity by confirming a Chapter 11 plan in approximately seven months.

Latin American debtors, however, showed us in 2025 that restructuring efforts can be sidelined when too many in-court restructurings are simultaneously proceeding. Further, Hong Kong courts have made clear their intolerance for companies within their jurisdiction looking elsewhere to restructure their debt, while English courts have expressed concerns over retaliation in foreign jurisdictions if UK courts are overly tolerant of foreign restructuring visitors. Notwithstanding these concerns, English courts have not demonstrated a scaling back when it comes to restructuring tourists, and therefore we expect to see more non-UK distressed companies continue to turn to English courts to restructure their debt in 2026, particularly given certain benefits, as discussed in Part I of this two-part series, that English restructuring law has over Chapter 11.

This article should not be relied upon to make investment decisions. Furthermore, this article is not intended and should not be construed as legal advice. ION Analytics does not provide any legal advice, and clients should consult with their own legal counsel for matters requiring legal advice. All information is sourced from either the public domain, ION Analytics data or intelligence, and ION Analytics cannot and does not verify or guarantee the adequacy, accuracy or completeness of any source document. No representation is made that it is current, complete or accurate. The information herein is not intended to be used as a basis for investing and does not constitute an offer to buy or sell any securities or investment strategy. The information herein is for informational purposes only and ION Analytics accepts no liability whatsoever for any direct or consequential loss arising from any use of the information contained herein. 

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[1] Telecom services provider Oi also made public its intentions to do the same, but such expectations did not materialize by the end of the year.

[2] Out of the three RPs to go to the English Court of Appeal (CoA), Adler touched on forum shopping, although jurisdictional issues were not the focus of the appeal. The original issuer of the notes concerned was incorporated in Luxembourg and the notes were governed by German law. After the failure of a consent solicitation, Adler proposed the UK RP. For that purpose, the English plan company was incorporated. The plan company was then substituted as the notes issuer (referred to as the ‘issuer substitution’). In his judgment, Snowden LJ specifically said that “the fact that this judgment does not deal with this issue should not be taken as an endorsement of the technique for future cases.” We expect to continue to see the strategy used in future cases potentially be an area of challenge given the current litigious climate for UK in-court workouts.

Notably, the appellants did challenge the legality of the issuer substitution as a matter of German law, both before the High Court, and in German proceedings. After hearing expert evidence, the High Court was satisfied that the strategy complied with German law.

Prior to joining Debtwire, Sara was a law clerk to two judges in the United States Bankruptcy Court, S.D.N.Y. and practiced in the Financial Restructuring Group at Clifford Chance, where she represented financial institutions (as secured and unsecured creditors, defendants in adversary proceedings, and participants in DIP financings) in high-profile restructurings. She also represented foreign representatives in Chapter 15 cross-border cases.

Arthur  is a former restructuring attorney. Prior to joining Debtwire as a Legal Analyst, he practiced with Passos & Sticca Advogados Associados and worked in the legal department of Banco Fibra S.A. Arthur’s experience includes participating in major civil litigation on credit recovery, representing creditors such as banks and financial institutions in high-profile restructurings. He also obtained his Master’s in Commercial Law from Universidade de Sao Paulo and his LL.M in Financial and Capital Markets Law from Insper Instituto de Ensino e Pesquisa.

Prior to joining Debtwire, Ashley was a Partner at DLA Piper in Hong Kong with a practice focused on cross-border restructuring and insolvency matters. Ashley’s team advised lenders, funds, officeholders and debtors on a range of high-profile distressed scenarios across APAC (including in Australia, China, India, Indonesia, Malaysia, the Philippines, Singapore and Thailand) and worked closely with local counsel to coordinate related proceedings in the Caribbean, the UK, and the US. Ashley is a Fellow of INSOL International and is qualified in Australia, Hong Kong, and England & Wales.

Dawn is a former practising restructuring and insolvency lawyer. Prior to joining Debtwire as a Legal Analyst, Dawn practised with DLA Piper UK LLP and Stevens & Bolton LLP, as well as working in legal know-how for LexisNexis. Dawn’s experience includes advising lenders, insolvency practitioners, directors and creditors in relation to insolvency and restructuring issues. Dawn worked on several large-scale restructurings.