Background

A learning provider established in 1999 trained apprentices and employees in the hospitality sector. It secured training contracts with large pub companies and hotel groups, and quickly grew to a turnover of £5 million, but encountered problems arising from failure of a sub-contractor. Those issues were resolved, but the business was unable to stabilise due to a less-profitable client mix and the non-replacement of an MD, which led to operational inefficiency. The business started to incur heavy losses, consolidated its overdraft into a term loan, and sought a time to pay arrangement with HMRC regarding a PAYE liability.

Action

After reviewing the company’s position, FRP briefed the directors about their options should they be unable to turn the business around. The business then lost a major customer, accounting for about 40% of learner numbers.

A review by FRP highlighted the need for an accelerated M&A process. Because of a lack of quality operational management in place, FRP Transition worked with the business and the bank to source an interim CEO who had the support of the Skills Funding Agencies (SFA), and understood the complexities of a training business with hundreds of online and work-based students. A short list was identified within 24 hours; after another 48 hours the management had a contract in place with a long-standing member of the FRP panel and trusted interim.

Our Restructuring Advisory team, led by Partner Steve Stokes, carried out the accelerated M&A process, identifying potential targets and undertaking detailed engagement with three parties. Discussions took place with a nearby college looking to absorb the business into their wider group. Once the structure of the deal was agreed, we assisted with the drafting and circulation of company voluntary arrangement (CVA) proposals, under which the buyers would acquire the shareholding of the business, and invest a lump sum to address historical liabilities.

Outcome

The CVA proposals were approved by creditors, enabling the transaction to be concluded and historical liabilities settled. This was the best outcome for the client, as learners could continue their training, more than half the staff jobs were saved, and the services continued for customers.

RBS (the secured creditor) and preferential creditors will be repaid in full, there was no call on personal guarantees of shareholders, and unsecured creditors will receive an estimated return of 10p in the pound.