Pre-Packed Administrations: A Necessary Evil or a Lifeline for Businesses?
13 July 2023
Navigating the Complex Landscape of Pre-Packed Administrations: A Dive into the Advantages, Disadvantages, and Essential Role of Independent Evaluator Reports
In the labyrinth of insolvency, pre-packed administrations emerge as a subject of polarising discourse. This process involves the swift sale of a distressed company's assets, often back to its original management team. While some view it as controversial, others see it as a lifeline. But is it fair? Let's navigate through this complex issue.
Understanding Pre-Packed Administrations
A pre-pack administration in the UK refers to the sale of the business and assets of a company immediately on the appointment of administrators. Where the sale is to Connected Parties (typically the directors of the company), the process is regulated by Parliament.
Essentially, it's a deal arranged before administration, typically following an independent valuation, a marketing process to ensure that the Connected Party's offer will be acceptable to a subsequently appointed administrator.
From a commercial perspective such a deal often makes sense because the directors know the business, customers and suppliers and through a pre-pack can offer a seamless service to customers. Particularly with service companies with few physical assets, the directors may be the only purchasers for the business and as a consequence will be prepared to pay a higher price for the “assets” such as they may be.
The advantage for the directors is that they are able to continue the business without the weight of most of the debt which is left behind to be dealt with by the insolvency process. However creditors and third-party observers can be suspicious of pre-packs, characterising them as sweetheart deals intended to favour the incumbent directors, who have caused the problem, over the interests of creditors and other third parties.
The companies emerging from the process are often referred to as phoenix companies; new companies emerging from the ashes of the failed concern.
Since the end of April 2021 the Administration (Restrictions on Disposal etc to Connected Persons) Regulations 2021 (SI 2021/427) have been in force. These provide for a report to be prepared by an experienced, insured and independent business person to make significant disclosures regarding the company and the deal, report on the marketing exercise and conclude whether the “consideration to be provided for the relevant property and the grounds for the substantial disposal are reasonable in the circumstances”.
The intention of these regulations is to deal with the perception that pre-packs benefit the directors at the expense of creditors.
We have found that although they add a layer of cost into the process they provide a useful structure for organising sales before insolvency and in our experience are useful in pushing up prices paid for such businesses due to the formal marketing exercise and competition.
A little known advantage is that the regulations will go a long way to stopping the practice of “chipping” i.e. reducing the price offered just before completion when the Administrators do not have any other option. If the purchaser does this then it will have to get another Evaluator Report and the fact that they have had a previous Evaluator report will have to be disclosed.
The Advantages of Pre-Packed Administration:
- Speed: The process is quick, minimising disruption and preventing further financial decline.
- Job Preservation: Employees' jobs are often saved, offering stability during challenging times.
- Business Continuity: The business can continue operating, preserving value and maintaining customer relationships.
- Higher Returns for Creditors: Following the introduction of the Regulations, pre-packs will be seen to offer better realisations for the insolvent company than either the alternative offers or the normal fall-back of a break-up sale.
- Reduction in liabilities: Pre-pack sales as a going concern will cause the insolvent company’s liabilities for its staff (redundancy etc) to transfer to the purchasing company and so reduce the burden on the insolvent company. We have seen many cases where the purchaser takes over leases for properties, plant or vehicles which would not otherwise be met. The new company may also need to pay suppliers some of their arrears to get them to supply them.
- Cost-Efficiency: The costs of a pre-pack sale are usually lower than the agent's fees on a break-up deal.
Example: Consider a high-street retailer struggling with debt. Through a pre-pack administration, the business was quickly sold, allowing stores to remain open, staff to keep their jobs, and trade to continue with minimal disruption.
The Downsides of Pre-Packed Administration:
- Lack of Transparency: The process is arranged before creditors are informed, leading to potential conflicts of interest.
- Potential for Abuse: Directors may use pre-packs to escape debts and liabilities while continuing the same business.
- Damage to Reputation: The company's credit rating and reputation can suffer.
- Uncertainty for Unsecured Creditors: Unsecured creditors often recover less from pre-pack administrations compared to other insolvency procedures.
- Difficulty in Future Business Relationships: Banks and other professionals often distance themselves from Phoenix companies. Opening a new bank account or obtaining borrowing facilities in the future could be challenging. This is because banks often maintain separate relationships with the creditors who may have lost out as a result of the administration, and they may not want to be viewed as supporting the failed management team.
Example: An IT firm went into pre-pack administration and was sold back to its directors, leaving unpaid suppliers and creditors in the lurch. This led to criticism and damaged relationships with stakeholders, and difficulty establish banking relationships post-administration.
Making an Informed Decision with Independent Evaluator Reports
Navigating the complexities of pre-packed administrations can be challenging. That's where an Independent Evaluator Report becomes essential. This report, a regulatory requirement, provides an impartial and comprehensive evaluation of pre-pack administration proposals. It serves as a vital tool for the Connected Party planning to buy the company out of administration and plays a crucial role in the Insolvency Practitioner's decision-making process regarding whether to allow the administration to proceed.
At Branta, we specialise in crafting these indispensable reports. Our mission is to ensure transparency and fairness throughout the insolvency process, equipping all parties involved with the necessary insights to understand the implications of a pre-pack administration.
If you're a Connected Party considering a pre-pack administration, an Independent Evaluator Report is not just a regulatory necessity—it's an invaluable resource for your decision-making process. To learn more about how we can assist you, visit our Evaluator Reports page.
In the nuanced landscape of pre-packed administrations, there are lifelines for struggling businesses and potential risks. By commissioning an expertly prepared Independent Evaluator Report and conducting thorough due diligence, stakeholders can confidently navigate this complex area.
Why a connected-party sale preserved value, protected jobs and gave a struggling manufacturer a new lease of life
What's going on? If you’ve been watching the news or even just your cost of importing parts or raw materials, you’ll know that things are getting… spicy. The Dollar has taken a knock, the Pound is holding strong (for now), and the Euro is nervously watching from the sidelines. This is no ordinary market flutter — it’s the prelude to what’s being dubbed “Liberation Day,” thanks to the Trump administration’s announcement of sweeping new tariffs. So, what does it mean for you, the UK business owner? Let’s break it down. The Tariff Trouble: What’s Triggered It? Over the weekend, Donald Trump confirmed the US will impose reciprocal tariffs on all countries, effective 2nd April. That includes the UK, EU, Canada — the lot. Markets reacted quickly and nervously. The US Dollar index slipped for the third day running, while Sterling held relatively firm and even gained ground on the Dollar and Euro. Tariffs are set to hit EU car exports first, with a flat 25% on any vehicle not made in the USA. The EU has already promised retaliation. So, we’ve got: A potential full-blown trade war brewing. Worries about global inflation returning. Investors pulling back from risk. UK and EU exporters in the crosshairs. How Currency Is Moving – And Why It Matters USD : Investors are ditching the Dollar. Why? Because tariffs risk economic growth and may force the Fed to hold off further rate hikes. The greenback has lost ground against both the Yen and Sterling. GBP : The Pound is surprisingly stable. Prime Minister Starmer’s “productive talks” with Trump didn’t prevent the tariff threat, but Sterling has remained above 1.29 against the Dollar and 1.19 against the Euro. EUR : The Euro has crept up slightly — mostly because the Dollar is wobbling. But with Germany heavily reliant on car exports to the US, this trade standoff could hit the Eurozone economy hard. To add fuel to the fire, the ECB just cut interest rates by 25bps, and may need to go further. What Does This Mean for UK SME Owners? If you’re importing goods priced in USD or exporting to Europe, the FX markets are going to start affecting your margins — if they haven’t already. Let’s take a couple of examples: Importer of electronics or components from China or the US : The weakening Dollar might look helpful — goods priced in USD cost less in GBP. But beware: tariffs could push base prices up. Exporter of UK-made machinery to Germany : The Euro’s wobble could make your goods relatively more expensive in Europe, even before EU retaliation hits confidence and demand. Don’t Panic — But Do Prepare This isn’t a time to bury your head in the sand. You don’t need to be a currency trader to manage FX risk — but you do need to be aware. Here are a few practical steps to consider: Review your foreign currency exposure : Which contracts, invoices or suppliers are USD or EUR-denominated? Talk to your bank or FX provider : Ask them about forward contracts or hedging tools. Scenario test your pricing : How sensitive are your margins if GBPUSD hits 1.25 or EURGBP shifts to 1.10? Watch out for knock-on effects : Global inflation, slower growth, tighter credit — it all filters down to SME trading conditions. The Bigger Picture We’re heading into a volatile Q2. The FTSE 100 dropped nearly 1% on Monday, and financial stocks are feeling the squeeze. Risk appetite is down. This isn’t just a blip — it’s policy-driven turbulence, and it could persist well into summer. UK SMEs — especially those in manufacturing, import/export, or with international supply chains — should keep close tabs on currency movements and trade policy headlines. Self-Test: What Should You Be Asking Yourself? How much of my revenue or cost base is exposed to USD or EUR currency movements? Have I reviewed my pricing strategy in light of recent FX volatility? Am I using any FX tools to hedge risk, or am I leaving it to chance? What would a 5–10% swing in either direction do to my cash flow or profitability? Final Thoughts It’s tempting to assume that trade wars and currency swings are for the “big boys” to worry about. But for many SMEs, this sort of disruption can mean the difference between hitting your profit targets or missing them entirely. At Branta, we help businesses like yours navigate financial uncertainty, structure for resilience, and plan for sustainable growth — even in volatile conditions. If you’d like a no-obligation chat about your FX exposure, debt refinancing options or M&A strategy, give us a ring . We speak fluent SME.
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Introducing Our New Series: “Global Markets & FX” As part of our ongoing commitment to helping UK SME owners navigate the financial landscape with clarity and confidence, we’re launching a new type of blog post. Each week, we’ll deliver a concise, jargon-free summary of global economic events that may influence foreign exchange (FX) markets — and, by extension, your business. Whether you’re importing machinery from Germany, exporting craft gin to the US, or simply trying to manage your overseas supplier contracts, FX fluctuations matter. And understanding what’s driving those movements can give you a real edge. This Week in Brief The US Dollar remains strong amid confusion over President Trump’s looming reciprocal tariffs. The Pound is holding firm , but the UK Spring Statement on 26 March could shift sentiment quickly. The Euro retreats , as EU braces for the economic impact of a US-EU tariff clash. Let’s break it down and look at what’s driving the numbers — and what it could mean for your business. ๐บ๐ธ US: Trump’s Tariff Tensions Rattle the Fed The US Dollar Index remains above 104, showing sustained strength. But behind that steady number is a volatile political situation. President Trump’s proposed reciprocal tariffs — set for an announcement by 2 April — have markets guessing. Will it be a broad-based tariff hike? Or something more targeted? He hinted at “flexibility”, but few are reassured. The Federal Reserve, understandably, seems as baffled as the rest of us. Fed Chair Jerome Powell admitted: “It’s just… really hard to know how this is going to work out.” The Fed’s main concern? That trade tensions will fuel inflation while weakening growth — a nasty combination that’s difficult to manage with interest rate policy. They’ve cautioned that sudden shifts in market sentiment could spook global capital flows. What this means for SMEs: If you’re buying from US suppliers or have customers paying you in dollars, the strong USD could squeeze margins. On the flip side, UK exporters may become more competitive in the US market if sterling stays weaker. ๐ฌ๐ง UK: Steady for Now — But the Spring Statement Looms Sterling has been surprisingly stable. GBP/USD is sitting around 1.2950, and GBP/EUR has moved back above 1.19. This is largely down to the Bank of England’s decision to hold interest rates — but not without some internal drama. Key takeaway? Catherine Mann has pivoted away from the dovish camp, suggesting that further rate hikes aren’t totally off the table. But, much like their US counterparts, BoE officials admit they’re unsure how US tariff policy will ripple through global trade and affect UK inflation and growth. The Real Test: Chancellor Reeves’ Spring Statement (26 March) UK public finances are on a knife edge. With borrowing costs rising, Reeves is likely to announce tough decisions — either cuts, taxes, or a blend of both. Most analysts expect tax rises later in the year unless there’s a surprise surge in UK growth. This week is also packed with UK data: Wednesday: CPI & RPI inflation figures Friday: Retail sales and GDP data What this means for SMEs: If you’re operating on thin margins, watch out. Rising interest costs or inflation-linked supplier pricing could force tough choices. Also, any hint of tax hikes could weigh on business confidence — or bring forward investment decisions. ๐ช๐บ Europe: Tariff Talk Hits the Euro The Euro dropped back below $1.085 after a brief rally, thanks to comments from ECB President Christine Lagarde. The trigger? A 25% US tariff on EU goods could shave 0.3% off Eurozone growth in year one — and 0.5% if the EU retaliates. Her message was blunt: there would be a short-term hit to output, but inflationary effects wouldn’t last — meaning the ECB sees little reason to raise interest rates in response. ECB board member de Galhau even suggested they may cut rates further , underlining the different trajectory compared to the US. Key Data This Week: Eurozone PMIs: Watch for business confidence across France, Germany, and the broader region. Inflation: France and Spain will report this week. Germany’s IFO and unemployment data will offer further insight into Europe’s industrial powerhouse. What this means for SMEs: If you rely on imports from the EU — or sell into it — the falling Euro could impact your pricing models. It’s also worth keeping an eye on sentiment: lower confidence in Germany often sets the tone for wider EU demand. What Should UK Business Owners Do Now? FX movements often feel like background noise — until they hit your bottom line. With tariff uncertainty, differing interest rate paths, and political unpredictability, it’s more important than ever to build resilience. Here are a few simple ideas: Review your FX exposure – both incoming and outgoing payments. Talk to your accountant or adviser about whether forward contracts could protect your margins. Keep an eye on data drops (like CPI, GDP, and PMIs) to anticipate volatility. Self-Test: Is Your Business FX-Ready? Ask yourself the following: How much of my revenue or cost base is exposed to foreign currencies? If the GBP were to move 5% against the USD or EUR, how would that affect my margins? Do I have any contracts that lock me into specific exchange rates or payment schedules? Am I regularly reviewing FX risk with my finance team or adviser? Final Thoughts We’ll be back next week with another round-up. Think of this series as your Monday “heads-up” — a quick scan of what’s happening around the world, and how it might ripple through to your business here in the UK. If you’d like to speak to us about FX strategy, hedging options, or broader financial planning, we’re always here to help.
Foreign exchange (FX) is an essential part of doing business internationally, but for many SMEs, it’s also a source of unnecessary cost and risk. Many businesses assume they’re getting a good deal from their bank or FX provider, without realising that hidden fees, unpredictable margins, and inflexible contracts could be eating into their profits. At Branta, we help SMEs take control of their FX strategy—reducing costs, improving certainty, and freeing up working capital. This article explores the common pitfalls of FX transactions and how businesses can optimise their currency dealings for better financial outcomes. The Problem: Hidden Costs and Missed Opportunities in FX Most SMEs don’t have full visibility over the costs of their FX transactions. A key driver of these costs is the dealer profit margin —the amount added to the exchange rate by banks and brokers before they sell currency to you. Many FX providers vary this margin from transaction to transaction , making it difficult to predict costs. This margin is technically known as the spread —the difference between the price at which they buy currency and the price at which they sell it to you. For example: If the market exchange rate for GBP/USD is $1.22 and your bank sells you USD at $1.18 , the difference ( $0.04 per £1 exchanged ) is the spread . That may not seem like much, but on a £100,000 trade , this difference amounts to £3,389 in additional cost . Beyond spreads, many businesses also pay: Deposit requirements for forward contracts – Many providers demand an upfront deposit (5-10% of the total trade) to secure a future exchange rate, tying up cash unnecessarily. Foreign payment fees – Banks often charge between £10-£25 per international transaction , which adds up over time. Lack of FX strategy support – Many businesses make FX decisions without expert guidance, leading to higher costs and increased risk. These hidden costs can result in thousands of pounds in unnecessary FX expenses every year . The Solution: A Smarter FX Strategy At Branta, we help businesses improve cash levels by fixing dealer margins , eliminating fees , and introducing strategic FX planning . Here’s how: 1. Securing a Fixed, Narrower Margin on FX Transactions Rather than accepting fluctuating FX costs, businesses can fix a transparent , lower dealer margin , ensuring they always know what they’re paying. Client Case Study: UK Food Manufacturer Our client was unknowingly paying dealer margins ranging from 0.5% to 2% , meaning the cost of their FX transactions varied unpredictably. By securing a fixed , lower margin , they gained certainty over their FX costs and eliminated unnecessary price fluctuations. client Example: Consumable Product Manufacturer Using a High Street Bank for FX Our client assumed they were getting competitive rates by booking FX directly with their high-street bank. However, an analysis of their trade confirmations revealed they were overpaying by £10,000–£15,000 per year due to inconsistent margins. By switching to a provider offering fixed , lower FX margins , they locked in certainty and improved their profit margins. 2. Zero-Deposit Forward Contracts Many businesses use forward contracts to protect against currency fluctuations by locking in an exchange rate for future payments. However, most FX providers require an upfront deposit (often 5-10%), which can tie up tens of thousands of pounds in working capital . Client Example: £500,000 Forward Contract Facility Our client needed to secure USD payments for their suppliers. Their previous provider required a 3% deposit on forward contracts , meaning £15,000 was locked up unnecessarily. By switching to a zero-deposit forward contract , they freed up this cash while still protecting their future FX rates. Client Case Study: Importer Making USD Payments A business making USD payments 2-3 times per year was using a major bank that charged a 3% dealer margin plus a £25 settlement fee per transaction . For a $50,000 purchase , they were paying: Bank rate at $1.18 = £42,372 Alternative provider rate at $1.21 = £41,322 By switching, they saved £1,050 per transaction and avoided settlement fees altogether. Over a year, these savings added up to £3,000+ , simply by improving their FX setup. 3. Strategic FX Guidance and Market Insights Many SMEs navigate the FX market alone, making costly decisions based on guesswork. Having access to a dedicated FX expert can help businesses: โ
Time their FX trades better with market insights โ
Set budget rates to protect against unexpected currency movements โ
Use hedging strategies to reduce FX exposure client Example: Timing a Large USD Purchase A UK business needed to buy £120,000 of USD for upcoming payments. Instead of blindly trading on the day, they worked with their new FX trader to lock in a competitive rate before the market moved against them—potentially saving thousands. 4. Eliminating Foreign Payment Fees Many businesses are unaware that their bank is charging fees on every international transfer. With the right FX provider, these costs can be completely removed . client Example: Spot Trade Savings Our client purchasing USD and CNH from a major bank was consistently overpaying due to inflated margins. A review of their trades showed: £725 saved on a $70,850 trade £44 saved on a CNH 39,500 trade £31 saved on a $4,100 trade Even small differences in the FX margin quickly add up. For businesses making regular FX payments, these hidden costs could amount to tens of thousands of pounds annually . How Much Could Your Business Save? By reviewing their FX strategy, SMEs can often recover thousands of pounds per year . Real-world examples include: EUR purchases: €3.1m per year → Estimated savings: £10,400 per year Deposit savings on forward contracts → £33,000 released back into the business USD purchasing strategy savings → £1,050 per transaction These savings don’t include additional non-financial benefits such as improved planning and risk management . Are You Getting the Best FX Deal? To find out, all we need is three recent FX trade confirmations from your current bank or FX provider . We will: โ
Analyse your current dealer margin and fees โ
Show you exactly how much you could save โ
Offer a simple transition to a better FX solution This review is free and without obligation , but could reveal thousands in hidden savings for your business. Self-Test: Is Your FX Strategy Costing You Money? Do you know the exact dealer margin (spread) you are paying on FX transactions? Are you required to pledge a deposit for forward contracts? Do you pay foreign transaction fees on international payments? Do you have a dedicated FX expert to help guide your strategy? If you’re unsure about any of these, it might be time to review your FX setup. ๐ก Contact Branta today to explore how we can help you cut FX costs and gain certainty over your currency transactions.
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