In a move that threatens to delay the restructuring of Sir Philip Green’s Arcadia empire, a group of the Topshop-owner’s US landlords have launched a legal challenge against the company’s decision to put its American subsidiary into administration.
The group of property companies have accused Arcadia of engaging in a “convoluted scheme” that will deprive them of their “bargained-for contractual rights” by using the UK company voluntary agreement process to settle its debts.
Last week, all seven of Arcadia’s proposed company voluntary agreements, which will allow it to pay only a proportion of the amount owed to creditors, received the requisite 75% approval.
Though the plan to put its US subsidiary into administration — which will see all 11 of Topshop’s American stores close — is part of a wider rescue package designed to save the ailing company, it is technically separate from that process.
But the filing, made in a New York bankruptcy court, accuses Arcadia, in using the company voluntary agreements, of “manipulating and exploiting a private, little-used out-of-court process in the UK.”
Similar agreements have been used to stave off the collapse of other retailers, such as Debenhams and House of Fraser, however.
Noting that they were “frozen out” of the UK procedure, the US landlords said that they were still affected by the agreement. Some of the US leases were guaranteed by the parent Arcadia company, which was part of the company voluntary agreement process.
In May, Arcadia appointed accounting firm Deloitte as administrators of its US subsidiary, Arcadia USA, which is a UK-registered company.
But the companies did not file their legal challenge until 4 June, two days prior to the first creditors’ vote on the agreements.
That 6 June meeting was suspended when it became clear that Arcadia would not receive the backing it needed, however, and Green was forced to reduce the extent of the rent cuts the group had asked from its landlords.
The agreements were eventually approved on 13 June. Landlords of nearly 200 Arcadia stores in the UK and Ireland will now reduce their rents by between 25% and 50%, while around 50 other stores will close.
Real estate investment fund Vornado, which owns Topshop’s two New York stores, and several of Arcadia’s other landlords, including Caruso, Simon Group, and Canadian real estate group Brookfield, are part of the legal challenge.
Lawyers acting for Deloitte told the judge presiding over the case that they were looking for a “consensual resolution” of the dispute.
Final hearings are set to take place on 19 July.
Leigh In Mikonos | 5th June 2019
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