Napier Park European Credit Opportunities Fund Ltd v Harbourmaster Pro-Rata Clo 2 BV and others

Contract – Construction of contract. The claimant applied for a declaration as to the meaning of a provision concerning reinvestment criteria, as defined in a collective management agreement (CMA), which governed a collateralised loan obligation structure (the CLO). The first defendant had, under the CLO, raised €602m through the issues of 14 classes of notes. An issue arose as to whether money, representing unscheduled principal proceeds, was available for reinvestment, in circumstances where the notes had been downgraded by a ratings group in 2010 and, subsequently upgraded in 2012. The Court of Appeal, Civil Division, reversed the Chancellor of the High Court's decision and held that the disputed provision did not have the effect of giving a historic downgrade in the notes a level of pre-dominance within the structure of the scheme that would prevent future reinvestment.

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