In the case of Moelis & Company UK LLP, DIFC Branch v Emirates Petroleum Company PJSC [2026] EWHC 2756 (Comm), the High Court has ruled that Moelis & Company UK LLP, DIFC Branch is entitled to restructuring fees under its financial advisory agreement with Emirates Petroleum Company PJSC. However, the court rejected Moelis’s principal claim, which included debt capital raise fees. Deputy High Court Judge Stuart Ritchie KC held that refinancing transactions entered into by Emirates Petroleum, trading as Emarat, fell within the contractual definition of a restructuring.
Fee Structure and Dispute Overview
The dispute concerned an engagement letter agreed on 11 April 2023, expressed to take effect from 10 February 2023. Under this agreement, Moelis was tasked with advising Emarat on the restructuring of its existing debt financing. The terms of the agreement included monthly retainers of US$110,000, as well as three categories of success fees: a restructuring fee of 0.25% of the existing debt financing restructured, with a minimum of US$3 million; a debt capital raise fee of 0.9% of new debt financing; and an equity capital raise fee of 3% of new equity financing.
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Moelis provided services until June 2023, at which point the engagement was paused. Subsequently, Emarat entered into or extended financing arrangements with various banks. Moelis argued that these transactions should trigger contractual commission payments, while Emarat contested this, claiming that the transactions did not meet the relevant fee provisions, that Moelis had not fulfilled the necessary work to earn the fees, and that its entitlement to fees had been suspended.
Court’s Interpretation of Fee Provisions
The court interpreted the engagement letter as establishing distinct and mutually exclusive fee regimes. The restructuring fee was found to apply broadly to transactions that reorganized, renegotiated, or amended existing debt, including refinancing arrangements that replaced one lender’s facility with another. In contrast, the debt capital raise fee applied specifically to new and additional borrowing that increased Emarat’s overall debt facilities beyond their pre-engagement level. Based on this interpretation, the transactions in dispute were deemed to qualify as restructurings, but did not trigger debt capital raise fees.
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The court found that the contractual terms did not require Moelis to be the effective cause of the transactions as a condition of payment. Furthermore, the engagement letter did not incorporate the full range of services outlined in Emarat’s request for proposals and Moelis’s tender response as additional contractual obligations. The judge also found that Moelis had performed services in accordance with its obligations and could not reasonably have provided further services during the pause. The suspension of the engagement did not negate Moelis’s rights to restructuring fees arising from qualifying transactions.
Dependence on Contractual Construction
The ruling turned on the wording and structure of the negotiated agreement, rather than a general principle that financial advisers earn commission whenever a refinancing takes place. The court emphasized that entitlement to commission is dependent on the proper construction of the contract, including the scope of relevant transaction definitions and any conditions attached to payment. This decision highlights the distinction between restructuring existing liabilities and obtaining additional financing, even in instances where the transactions may be part of a broader refinancing exercise. As a result, Moelis’s claim for debt capital raise fees was unsuccessful, while its alternative claim for restructuring fees was upheld.
