A German-owned holding company with Dutch operating subsidiaries faced a rapidly deteriorating position. Three separate creditor groups – a syndicate of banks, a trade creditor bloc, and a group of intercompany lenders – were each pursuing their own enforcement strategies. Without a coordinated response, the risk was clear: value that could be preserved through an orderly restructuring would instead be destroyed through competing insolvency proceedings.
This case study examines how Ferraz & Whitmore supported the client through corporate restructuring in the Netherlands, managing multi-creditor claims across a Dutch besloten vennootschap (BV) structure. The engagement centred on designing a restructuring plan acceptable to divergent creditor groups while preserving the group's operational core. The matter resolved within approximately eight months from initial instruction to binding creditor agreement.
The sections below set out the client profile, the strategy chosen and its rationale, the key milestones encountered, the complications that arose, and the transferable lessons for comparable cross-border situations.
Client profile and the challenge at hand
The client was a mid-sized industrial group registered as a besloten vennootschap (BV). the standard Dutch private limited company – with its registered details held at the Kamer van Koophandel (KvK), the Dutch Commercial Register. The group operated across three jurisdictions: Germany, the Netherlands, and Belgium.
Liquidity had tightened sharply after a supply chain disruption affected revenues across two consecutive quarters. The Dutch entities, which housed the primary operating assets, became the focal point of creditor pressure. A syndicated facility agreement governed the senior debt. Trade creditors held unsecured claims. A related-party lender held subordinated intercompany debt.
The immediate challenge was procedural as much as financial. Each creditor group had different legal rights under Dutch insolvency legislation. The senior lenders had security interests registered over specific assets. Trade creditors had no security but were owed significant sums. The intercompany lender's claims were subordinated by contract. Absent a coordinated approach, the senior lenders were positioned to enforce unilaterally – an outcome that would have triggered cross-default provisions and accelerated formal insolvency proceedings before the Rechtbank (District Court of the Netherlands).
For a detailed overview of the insolvency tools available in this jurisdiction, the firm's practice page on insolvency and restructuring in the Netherlands sets out the full procedural context.
Legal strategy: choosing the restructuring plan over formal insolvency
The core strategic decision was whether to pursue a consensual out-of-court restructuring or to seek protection under Dutch formal insolvency proceedings. Formal proceedings – whether suspension of payments or bankruptcy – would have placed an administrator or liquidator in control. That outcome would have extinguished the client's ability to manage its own creditor relationships and risked triggering termination clauses in key commercial contracts.
The strategy chosen was a negotiated restructuring plan binding on all three creditor classes. Under Dutch insolvency legislation, the Hoge Raad (Supreme Court of the Netherlands) has affirmed that creditors hold enforceable rights that cannot be overridden without procedural compliance. This meant the restructuring plan needed to satisfy both the substantive requirements of Dutch law and the commercial expectations of three creditor groups with materially different interests.
The rationale for an out-of-court approach was straightforward. The operating business retained real value. Key customer contracts were performing. The distress was liquidity-driven, not structural. A formal insolvency appointment – whether of an administrator or a liquidator – would have created uncertainty that the client's counterparties were unlikely to tolerate.
The plan was structured in three tranches. The senior lenders received a partial debt-to-equity conversion combined with an extended repayment schedule and enhanced security over previously unencumbered assets. Trade creditors received a cash settlement at a negotiated discount to face value, avoiding the time and cost of a full proof of debt process. The intercompany lender agreed to defer its claims entirely, subject to a recovery waterfall triggered by future operating cash flows.
Key milestones and the complications encountered
The engagement moved through four distinct phases over eight months.
Phase one involved stabilisation. Within the first three weeks, standstill agreements were obtained from all three creditor groups. This required separate negotiations with each class. The senior lenders required enhanced reporting obligations as a condition of their standstill. Trade creditors required a partial up-front payment to maintain supply relationships. The intercompany lender required board-level undertakings on asset disposals.
Phase two involved financial and legal due diligence. The client's Dutch entities were audited at an accelerated pace. The KvK registration and corporate records were reviewed to confirm the BV structure was intact and that no prior security interests had been registered without disclosure. A notaris (civil law notary in the Netherlands) was engaged to confirm the status of registered charges and to prepare the documentation for the planned debt-to-equity conversion, which required notarial execution under Dutch corporate legislation.
Phase three was the creditors meeting. Convening a joint creditors meeting with three distinct creditor classes – each represented by separate advisers – produced procedural complexity. The senior lenders disputed the valuation methodology applied to the collateral assets. This required an independent valuation exercise that added six weeks to the timetable. The Rechtbank was not formally involved at this stage, but the risk of a creditor filing for formal insolvency proceedings remained present throughout.
The most significant complication arose mid-process. One trade creditor, holding a claim representing a material share of the unsecured class, refused to join the consensual settlement and instead filed for a court order compelling payment. This threatened to unravel the standstill. The response was to offer that creditor an accelerated cash payment funded through a short-term bridge facility – preserving the overall plan while isolating the dissenting position. Practitioners experienced in Dutch insolvency proceedings will recognise this as a recurring pattern: a single creditor's procedural aggression can disproportionately disrupt an otherwise viable restructuring.
For context on how shareholder and creditor disputes in the Netherlands interact with restructuring strategy, the firm's work on corporate disputes in the Netherlands addresses the intersection of those two areas.
Phase four was execution and registration. The debt-to-equity conversion was completed by notarial deed. The amended articles of association were filed with the KvK. The restructuring plan was signed by all parties. No formal insolvency proceedings were opened.
To receive an expert assessment of your restructuring position in the Netherlands, contact us at info@ferrazwhitmore.com.
Three transferable lessons for cross-border restructurings
Lesson one: creditor class management must begin before the standstill. In this matter, the decision to engage each creditor class separately – before any joint meeting – proved critical. Bringing three creditor groups to a single table before their individual concerns were understood would have produced a breakdown. The sequencing of creditor engagement is itself a legal strategy, not merely a commercial courtesy. This is particularly true where Dutch insolvency legislation gives different classes materially different rights on any formal insolvency.
Lesson two: the notarial requirement is a hard constraint, not an administrative step. International clients accustomed to common law jurisdictions often underestimate the role of the notaris in Dutch corporate transactions. Any change to the BV's share capital – including a debt-to-equity conversion – requires a notarial deed. Scheduling, document preparation, and notarial review consume real time. In a restructuring under time pressure, failure to account for this step has caused otherwise agreed plans to collapse when lenders lose patience with execution delays.
Lesson three: a single dissenting creditor can change the entire trajectory. The proof of debt process in formal Dutch insolvency proceedings offers creditors an alternative route to enforce their claims. That alternative creates leverage for any creditor willing to use it. In out-of-court restructurings, the threat of a formal insolvency application is never absent. Restructuring plans must be designed with this pressure point in mind. including a contingency mechanism. Such as a bridge facility or an accelerated cash pool, that can isolate and resolve a dissenting creditor without reopening the broader negotiation. Practitioners should also note that comparable dynamics arise in Portuguese restructurings; a parallel analysis of that jurisdiction's approach is available in our case study on corporate restructuring in Portugal.
About Ferraz & Whitmore
Ferraz & Whitmore is an international law firm based in Lisbon, advising business clients across 46 jurisdictions. Our insolvency and restructuring practice covers corporate restructuring, multi-creditor negotiations, and cross-border insolvency proceedings across both civil law and common law systems. We work with institutional lenders, distressed corporates, and in-house legal teams who need results-oriented counsel when a restructuring plan must hold under creditor pressure. The firm's attorneys have advised on restructuring matters before Dutch courts and across EU jurisdictions, combining Portuguese civil law expertise with English common law tradition. Engaging a lawyer in the Netherlands with cross-border restructuring experience is essential when creditor classes operate across multiple legal systems. As an international law firm in the Netherlands context, Ferraz & Whitmore brings both the procedural knowledge of Dutch insolvency proceedings and the cross-border perspective that complex multi-creditor matters require. To discuss your restructuring situation, contact us at info@ferrazwhitmore.com.
Disclaimer: This publication is provided for informational purposes only and does not constitute legal advice. The information herein should not be relied upon as a substitute for professional legal counsel tailored to your specific circumstances. Ferraz & Whitmore assumes no liability for actions taken or not taken based on the contents of this material. For advice regarding your particular situation, please contact info@ferrazwhitmore.com.
Published: February 18, 2026
Author: Edward Whitmore – Senior Partner, Dispute Resolution
Edward Whitmore is a Senior Partner at Ferraz & Whitmore specialising in international commercial arbitration, enforcement of foreign judgments, and complex litigation. With a background spanning English common law and civil law systems, he represents multinational clients in high-value cross-border disputes.