What Is A Phoenix Company And How Do They Work?
A phoenix company is a new company that rises "from the ashes" of a previously insolvent company It is achieved by having the assets and goodwill of the company being transferred to a new company under the same set of directors. The process is completely legal as long as the assets are fairly valued.
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Tapi Carpets Rescues some stores from Carpetright
Update. 22nd July 2024Carpetright has been rescued in part by its rival Tapi Carpets. The company will keep 54 stores but 200 are still at risk. The deal will also result in 1,018 job losses across Carpetright’s Purfleet head office and its remaining 218 UK wide stores.PwC administrators who are handling this administration, said that some HQ employees will be retained for a short period to help in the winding down procedure.Retail Gazette share more. Flooring specialist, Carpetright, has confirmed it has filed a notice of intention to appoint administrators.This notice allows breathing space of ten days, whilst a rescue line is sought. If no rescue is found in the period, insolvency is likely.This comes as the flooring retailer faces trading difficulty with increased competition and a fall in demand.Expected outcomes, should a rescue deal be made, are a pre-pack deal or a company voluntary arrangement. These options would potentially leave customers, suppliers, subcontractors and landlords out of pocket, result in store closures and leave 1,852 jobs at risk.The firm are however working towards a reprieve - hoping to secure additional funding to see them out of the red.This is not the first time Carpetright has hit the news for trading difficulty. Recent events:Teneo were appointed in April to explore cost-saving measures for the loss-making chain In April there was a financial strain placed on Carpetright when a cyberattack left it unable to trade online and in-store for almost a week In June it was reported that the retailer were looking to axe more than 25% of its head office staff as it looked to streamline operationsCarpetright has 272 UK stores and employs over 3,000 staff.
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Guide to Pre Pack Administration Process and Procedures
Pre pack administration is an insolvency procedure which allows an insolvent company to sell its assets to a buyer before appointing administrators. It’s a powerful, legal way of selling the business on to a trade buyer or third party.
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What Is An Administration Sale?
When a business goes into administration one often hears about the administrators putting a business on the market as they try and sell the business. This is mainly because the administrators are charged with getting the maximum return for creditors as quickly as possible.
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KSA Group Saves 25 jobs after pre-packaged administration sale
Eric Walls and Wayne Harrison are delighted to announce the sale of a 40 year old flexographic packaging and printing company in the Norfolk area. The business had been trading well, with sales of over £3m per annum, until the sudden loss of a major contract. The directors sought advice from our insolvency practitioners, and it was agreed that, regrettably, the company was no longer viable.Having considered all options available to the company with its directors, it was decided that a sale of the business and assets to a non-connected trade buyer was the most appropriate solution.Our team was advised by Roger Cutting of Charterfields who conducted the marketing of the business and assisted with the sale process. After a short period of marketing the business and assets including goodwill, intellectual property, stock and equipment were sold to a trade buyer in the same industry, which was not connected to the company or its directors.Eric Walls said “overall we are pleased with the sale, as we believe it achieved a better result for creditors due to the highly skilled jobs which were saved, and the novation of certain finance agreements where there was either no equity or modest equity available in the major pieces of plant & machinery concerned. We always look to the best option available, and in this particular case speed was of the essence, resulting in the use of the pre-packaged administration process”.Contact Eric Walls on insolvency@ksagroup.co.uk or call 0191 4823343
ReadThe Death of Pre Pack Administration to Connected Directors & Shareholders?
New laws regarding Pre Pack Administrations come in April 2021. It mainly governs the process where the sale is made to a connected party. An evaluator will be required to approve the transaction.
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Advantages and Disadvantages of Pre Pack Administration
When is a Pre Pack Administration the best option? A pre pack is usually the best option if there is a good underlying business and there is an imminent threat of a creditor taking drastic action like a winding up petition or indeed a cut off of supplies/services which would damage the value and trust in the business. The essential element is finance - someone, usually a third party or connected party such as the current directors, has to be willing and capable of getting finance to buy the business. This insolvency procedure is more common for larger businesses as it is quite expensive and complex.Pre pack administration is a viable business solution, but as with any venture it comes with its advantages and disadvantages... Advantages of pre pack administrationThe business continues to operate with no interruptions or destroyed value. Once the plan is ready and a contract of purchase is drawn up, the company is quickly protected by the court. This allows the administrator to sell the "business and assets". Debts can be written off. The process is quick. If everything is in place then a company can be "pre packed" in a day. Higher returns for creditors. If the company's assets are sold with no interruption of business then a higher price is achieved. This means there is more money for creditors than if the business went into liquidation. The costs are lower. The process is cheaper than trading administration as administrators do not need to find funding to trade the business and there are less professional fees to pay. Directors can keep some control over the business. If the company is sold to people already familiar with how the business is to run, increases its chances of success. Lessons can be learnt to understand where the business failedDisadvantages of pre pack administrationThe process can generate negative publicity. The directors can be seen to shed liabilities and then carry on as if nothing has happened. Unsecured creditors think they have no say in the process and feel they’ve lost disproportionately Company may be sold to a competitor. A competitor is often the most likely buyer as they know the business and will see it as an opportunity to expand. Loss or control by the directors as new funders/private equity may insist their removal Tupe rules apply. Job contracts have to be carried over into the 'newco' under TUPE rules so you cannot shed staff to reduce costs in the "newco" The "newco" will need to be funded. If the business is to be sold to a connected party (e.g. the former directors), they will need to fund the acquisition of the assets. These will need to be independently valued to avoid any issues. It is best to consult a specialist funder to help with this part of the process HMRC are likely to demand a VAT security deposit. If there is a substantial HMRC debt then HMRC may demand a deposit from the "newco" before they are allowed to register for VAT, as once bitten twice shy! Remember that the business was already insolvent prior to any appointment/reaching an agreement. Any transaction to the existing directors or a connected third party need to be "evaluated" which adds time and cost.
ReadPre Pack Pool: How does it work?
From 2nd November 2015, there have been changes to the way pre-pack administrations cases are handled. When there is a planned sale of a business to a connected party, the case can be referred to the pre pack pool for a review via an online portal. While it is optional to apply, Insolvency practitioners must advise those involved of the pre pack pool, as stated in the revised Statement of Insolvency Practice 16 (SIP 16).Visit the pre pack pool website here: https://www.prepackpool.co.uk The aim of the pool is provide better transparency for creditors who will receive an independent opinion of the sale. This will state whether the case is ‘unreasonable’ or not. Creditors and suppliers will hopefully feel more confident with the new ownership and the business going forward.The Department of Business, Innovation and Skills has now revealed who the members of the pool are. The membership is as follows:David Abbott, MSc, FCA, AMCT David Blair, MA, FCA, MBA, CF Paddy Campbell, FCA Dr. Simon Chapman, C Dir Colin Coghlan, C Dir,FloD, MBA Philip Gardner, BA (Hons), FCA, Cdir, DipM Rodney Hare, FCA Len Jones, BA (Hons), FCA, MBA, MSc Philip Long, FCA Kevin C Mouatt, C Dir Jon Newell, FCA David Newman, C Dir, MBA Philip Oatley, FCA, BA (Hons) Tim Rose, C Dir, MBA Alec Sanderson, BA, C Dir, FBCS, CEng Tony Sanderson, FCA, BA (Econ) Philip Walter, BSc (Hons), CDir, FCMI Tony Wilkinson, FCMA Simon L Willis, C Dir, BScThe service will cost £950 + VAT. For more information and to apply, visit: https://www.prepackpool.co.uk
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What is TUPE? How does it apply in pre pack administration?
TUPE stands for Transfer of Undertakings (Protection of Employment). Generally, this usually occurs when a business has been sold to another company and the employees jobs are transferred over to the new company. TUPE protects employees’ rights.
ReadPre-pack Administration and Phoenix Companies: What’s the difference?
The content on this page has been written by Keith Steven and approved by Chris Ferguson Licensed Insolvency Practitioner and Managing Director of RMT KSA
ReadWill HMRC Scupper YOUR Pre-Pack? VAT Security Deposits.
VAT Security Deposits - A Guide When a company has been liquidated or the business has been sold out of administration or pre-pack administration, the directors of the new company set up to acquire and run that business should BEWARE of the ability of HMRC to demand a security deposit.HM Revenue & Customs has the power to require a security for the payment of VAT and this can be used particularly when a business has gone through insolvency and been sold to a new company. This can have a major financial impact on the new company.Security may be required in the form of cash, or through an approved financial institution such as a bank providing a guarantee.The Law:Under paragraph 4(2)(a) of Schedule 11 to the VAT Act 1994, HMRC may require any taxable entity, to give security or further security for the payment of VAT that is or may become due in future.Circumstances, where HMRC will require a deposit, are where it sees a risk of non-payment of the future VAT, where a person is or has been actively involved in an existing or previous business that has failed to comply with VAT obligations. How much might the deposit be? HMRC would take the previous business' VAT debts into consideration and provided the new business is similar in size to the old one, HMRC would generally calculate 6 months of future VAT as being required (if the previous and new business pay quarterly) or 4 months if the previous or new business pays VAT monthly. Will HMRC definitely ask for a security deposit from our new company? No, but if the previous company or directors of both the old and new company have a chequered past with regards to non-compliance with HMRC rules and have regularly not paid taxes on time, or have been involved in multiple business failures, then YES, the likelihood is HMRC will seek a security deposit.What if we don't pay the deposit (i.e. we cannot afford it)?You must pay it or cease trading. Or if you seek to ignore the demand, it is a criminal offence to continue to trade without providing the required security and HMRC may prosecute if the deposit is not paid upon demand. Under section 37 of the Criminal Justice Act 1991 a magistrate may impose a fine of up to £5,000 for each taxable supply (ie each invoice) made without providing security. There is a right of appeal to an independent review or tribunal. Summary:If considering a pre-pack administration or purchasing a business out of administration the new company directors should carefully consider what impact this would have on its future working capital requirements. In some cases, this could throw a major spanner in the works where compliance has been poor in the past.We suggest that directors, particularly with a chequered history with HMRC, take advice from any proposed liquidator or administrator before completing the transaction to buy the business back.Is your company viable but struggling? Talk to us about avoiding this VAT security deposit! 0800 9700 539 or 01289 309431
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CVA versus Pre packs – The Great Debate
With H.M. Governments Insolvency Service planning yet another review of the current practices regarding pre-packaged administration sales (pre-packs), this thorny subject once again comes under the spotlight. The Insolvency Service estimates that 25 per cent of all administrations are pre-packs, of which around 85 per cent are sold-on to parties already linked to the company.
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