High Court to decide on Russian lessors’ futures

The High Court will decide on Wednesday to either wind up or appoint an examiner to two Russian State-owned aircraft and shipping leasing firms GTLK Europe DAC, and GTLK Europe Captial DAC which are registered in Ireland.

Mr Justice Conor Dignam said he would give his decision after considering petitions from several creditors of the company to have the two firms wound up, in what would be the largest liquidation in the history of the State.

The judge also heard submissions from the creditors’ lawyers as to why the firm’s application to be granted the protection of the courts from their creditors as part of an examinership process should be dismissed.

The hearing of the petitions proceeded after lawyers for the companies were allowed by the judge to come off record. The petition remained live before the court and was not formally withdrawn.

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The application to wind up the firms, which are worth more than $4.5 billion/€4.11 billion, has been brought on the grounds that they are insolvent and unable to pay their debts.

The four creditors, represented by barrister Kelley Smith SC, who is instructed in the proceedings by William Fry Solicitors, seeking to wind up the GTLK firms are Trinity Investments DAC and an associated entity Allestor Europe Multi Asset Portfolio which is a subfund of Allestor Capital ICAV.

The other two creditors are Ben Oldman Special Situations Fund LP and Sona Credit Master Fund Limited, which are both registered in the Cayman Islands.

In her submissions Ms Smith said that the application for examinership was an abuse of process and that the court should not appoint an examinership given the “staggering lack of financial information” provided to the court by the companies.

Counsel said that her clients claim to be owed $178 million/€162.5 million by the GTLK Europe group and that debt was rising.

There were question marks and a lack of information over the location and state of many of the GTLK assets, which are mainly commercial airliners and ships.

Counsel added that questions also remain about a purported decree issued last week, where the Russian state purportedly agreed to cover $1.5 billion of the two firms’ debts and what effect they would have, if any, on the firms’ ability to pay its debts.

Counsel said that it had been estimated that the firms have a deficit of more than $1 billion.

The four creditors, whose petition is being supported by other creditors of the group, want Damien Murran and Julian Moroney of Teneo Restructuring Ireland appointed as joint liquidators to the companies which have been hard hit by international sanctions imposed on Russia following the invasion of Ukraine.

Earlier on Tuesday the judge said he was satisfied to make orders allowing lawyers for the companies to “come off record” and cease to represent the two firms.

The firms had been represented by Conway’s Solicitors in both the examinership and winding up proceedings.

In what was described as “an 11th-hour” application all of the lawyers representing the two companies said they wished to resign from the case as the relationship between them and the clients had completely “broken down”.

This, the court heard, was because the companies had started parallel proceedings in the UK, seeking to bring the dispute to arbitration, without informing their Irish lawyers.

Contradictory information had also been provided by the clients regarding the solvency of the companies, and instructions and advice given by the Irish lawyers to the Russian state owned-entities were not adhered to, the court also heard.

This breaking down in trust and confidence left the firms’ Irish lawyers with no option other than to ask the court for permission to cease representing the companies in the proceedings.

The court was also told that the companies had been fully informed of the application to come off record.

In his ruling Mr Justice Dignam said the companies were aware that the lawyers were coming off record and had been given an opportunity to make representations to the court.

The judge noted that nobody from the two companies had appeared in court, and he was satisfied to proceed with the hearing of the petitions.

The situation was unusual and far from satisfactory; however, the situation was all of the companies’ own making, the judge added.

GTLK is Russia’s largest leasing business in the transport sector, and leases ships and aircraft to customers all over the world.

Several directors of GTLK’s ultimate parent are government ministers or deputy ministers in the Kremlin.

The creditors claim that the economic sanctions imposed on Russia following the invasion of Ukraine in February 2022 have had “a devastating effect” on the GTLK Europe Group.

GTLK’s Europe Group’s international leasing business is headquartered in Dublin, and the firms that are sought to be wound up are at the top of the group’s structure.

The creditors claim they entered into a series of agreements to refinance the respondent firms’ debts, where they advanced significant funds to GTLK Europe Capital, of which GTLK was a co-guarantor.

After the sanctions were imposed the creditors claim there has been significant default by GTLK Europe Capital regarding its repayment obligations, specifically the requirement to repay interest due on the loans.