Petrofac sale completes

Petrofac’s restructuring has reached a critical milestone, with Chicago Bridge & Iron Company (CB&I) completing its acquisition of the group’s Asset Solutions business on 9 April 2026, finalising a transaction that only weeks ago remained contingent on the resolution of a high-stakes challenge by HM Revenue and Customs.

The closing follows the Scottish Court’s dismissal of HMRC’s objection to Petrofac’s company voluntary arrangement and the tax authority’s subsequent decision not to appeal, developments that removed the final legal barrier to completion. The CVA was a central pillar of the deal structure, designed to address more than £1 billion in liabilities tied to the Asset Solutions business while preserving operational continuity.

Petrofac entered administration in October 2025, with joint administrators James Bennett and Matthew Cowlishaw of Teneo overseeing a targeted insolvency process after the company’s broader restructuring plan collapsed. The Asset Solutions division, widely viewed as the strongest performing segment of the group, was quickly identified as a sale candidate, with a competitive process culminating in CB&I signing a purchase agreement in the early hours of 24 December 2025.

The transaction was structured around a tightly coordinated restructuring and sale process, with the CVA engineered to ring-fence liabilities and enable a going-concern transfer. Creditor support proved decisive, with the proposal securing near-unanimous approval before facing HMRC’s challenge on unfair prejudice grounds, a move understood to be the first of its kind before the Scottish courts.

That challenge introduced material execution risk at a late stage of the deal. However, the Court’s expedited rejection, followed by HMRC’s decision to stand down, allowed the parties to proceed to closing within weeks.

The completed acquisition transfers a substantial operations, maintenance and decommissioning platform to CB&I, expanding its footprint beyond core engineering and construction into integrated services across energy infrastructure markets. The business employs thousands of workers, particularly in Scotland, where the outcome is expected to stabilise a major regional employer.

Haynes Boone's London office, which included a multidisciplinary team led by Energy Partner Andreas Dracoulis and Corporate Partner Tom Ferns, advised CB&I on the deal.