HMRC Challenge to Creditor Deal Threatens Petrofac's Asset Sale to CB&I

London – The planned sale of Petrofac's Asset Solutions business to Chicago Bridge & Iron Company (CB&I) has hit a significant snag. The UK's HM Revenue and Customs (HMRC) has filed a legal challenge against a critical creditor arrangement, casting uncertainty over the timeline and finality of the deal.

In a statement released Monday, the energy services firm, which has been under administration since late 2025, confirmed that HMRC is seeking to overturn a Company Voluntary Arrangement (CVA). This CVA, approved by creditors in late January, was designed to clear a path for the $45-55 million divestment to the US-based infrastructure builder.

The heart of the dispute lies in a long-standing claim by HMRC for National Insurance Contributions (NICs) related to offshore workers employed between October 1999 and April 2014. Petrofac Facilities Management Ltd., a subsidiary, is the target of the claim, which the company "disputes in its entirety." The matter remains unresolved in court.

"This is not an isolated issue," the statement noted, pointing out that HMRC is pursuing similar retrospective NIC claims against other companies in the offshore energy sector. The challenge introduces a new layer of complexity to Petrofac's protracted restructuring, which began over two years ago.

While Petrofac stated that CB&I remains supportive and that it is working with advisors to resolve the challenge swiftly, it acknowledged that a delay in completing the sale is now expected. The Asset Solutions unit employs approximately 3,000 people, whose transition to CB&I is now on hold.

The CVA in question specifically excludes trade creditors and employees, focusing instead on financial creditors. The ultimate proceeds from the sale to CB&I, agreed upon on a debt-free, cash-free basis last December, are earmarked for secured creditors.

This development is the latest in a series of setbacks for Petrofac, which entered administration following the termination of a major North Sea grid connection contract with TenneT and subsequent financial difficulties. The group's other divisions, including Petrofac Emirates, continue to operate as administrators explore further restructuring and M&A options.

Industry Reaction

Michael Thorne, Energy Analyst at Finley Capital: "This HMRC challenge is a procedural hurdle, but a serious one. It highlights the lingering financial and regulatory ghosts from past operations that can resurface to complicate modern M&A. The market will be watching closely to see if this sets a precedent for other pending deals in the sector."

Sarah Chen, Portfolio Manager at Global Infrastructure Partners: "The delay is unfortunate but not catastrophic. Both parties seem committed. The core takeaway is the ongoing systemic risk posed by retrospective tax claims in the UK energy sector. It creates an uncertain environment for asset transfers and ultimately impacts valuation."

David Kroft, Former Offshore Project Manager (Sharply Critical): "It's an absolute farce. This company has been through the wringer for years, a sale that saves thousands of jobs is finally lined up, and now a tax claim from 15 years ago might sink it? It shows a complete lack of coordination between government agencies supposedly trying to support the energy transition and preserve industrial capability. HMRC's timing feels punitive, not pragmatic."

Eleanor Vance, Restructuring Specialist at Clyde & Co: "CVAs are delicate instruments. A challenge from a major creditor like HMRC was always a non-negligible risk. The administrators now have to navigate this legal process while maintaining operational stability. Their ability to manage this will be a key test of the UK's administration framework for complex energy firms."