Moelis v Emirates Petroleum: High Court rules on financial advisory fees in debt restructuring dispute

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, but not additional commissions for raising new debt.

In Moelis & Company UK LLP, DIFC Branch v Emirates Petroleum Company PJSC [2026] EWHC 2756 (Comm), 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. The court rejected Moelis’s principal claim, which included debt capital raise fees, but upheld its alternative claim based solely on restructuring fees.

The dispute concerned an engagement letter agreed on 11 April 2023, expressed to take effect from 10 February 2023. Moelis had been appointed to advise Emarat on restructuring its existing debt financing. The agreement provided for monthly retainers of US$110,000 and three categories of success fee: a restructuring fee of 0.25% of existing debt financing restructured, subject to 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.

Moelis provided services until June 2023, when the engagement was paused. Emarat subsequently extended or entered into financing arrangements with banks. Moelis argued that these transactions triggered contractual commission payments. Emarat disputed liability, contending that the transactions did not qualify under the relevant fee provisions, that Moelis had not performed the work required to earn the fees and that its entitlement had been suspended.

The court interpreted the engagement letter as establishing distinct and mutually exclusive fee regimes. The restructuring fee applied broadly to transactions reorganising, renegotiating or amending existing debt, including refinancing arrangements that replaced one lender’s facility with another. By contrast, the debt capital raise fee applied to genuinely new and additional borrowing that increased Emarat’s overall debt facilities beyond their pre-engagement level.

On that interpretation, the transactions in dispute qualified as restructurings but did not trigger debt capital raise fees. The court found that the contractual terms did not require Moelis to be the effective cause of the transactions as a condition of payment. Nor did the engagement letter incorporate the full range of services described 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 did not extinguish its rights to restructuring fees arising from qualifying transactions.

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 emphasised that entitlement to commission depends on the proper construction of the contract, including the scope of the relevant transaction definitions and any conditions attached to payment.

The decision therefore distinguishes between restructuring existing liabilities and obtaining additional financing, even where the transactions may form part of a wider refinancing exercise. Moelis’s claim for debt capital raise fees failed, while its alternative claim for restructuring fees succeeded.