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Death on the High Street? the Impact of Cvas DEATH ON THE HIGH STREET? THE IMPACT OF CVAS MAY 2019 DEATH ON THE HIGH STREET? THE IMPACT OF CVAS UK retail is in crisis with many high street brands struggling for survival. Increasing numbers are turning to company voluntary arrangements (CVAs) in a bid to restructure their store rental obligations and save their businesses. But has the pendulum swung too far in favour of retailers? Here Clifford Chance experts explore what lies ahead for landlords, their lenders and the future of retail. The UK retail sector has hit a perfect storm CVAs may, potentially, be good news for – almost 2,500 shops, banks and chain retailers but they create uncertainty in the restaurants disappeared from the top 500 property market. Properties are often high streets in 2018, and major retailers difficult to value with the spectre of CVAs, such as Marks & Spencer have announced which has an effect on the ability of store closures and an end to expansion landlords to raise finance or sell (and drag plans. Much of that retail and banking values down even further). The question business has shifted online. Internet is, though, whether it is CVAs or the shopping now accounts for over 20 per wider market that is the problem. cent of all retail sales and grew at ten times the rate of store sales during 2018. This The impact of CVAs has led to deep discounting and reduced on landlords footfall. Partner Iain White says: “This, coupled with increases in the minimum In December 2018, a group of landlords, wage, upward only rental reviews, rising including Hammerson and British Land, business rates, unfavourable exchange filed a legal challenge contesting a CVA on rates, and uncertainty about Brexit and its the basis of unfair prejudice. It involves the impact on tariffs, movement of goods and hair-salon chain Regis (which also includes consumer spending, suggests that weaker the Supercuts brand). Regis has 223 salons retailers are going to struggle to survive at and is seeking rent reductions of between least in their current state – and I think ‘in 25 per cent and 100 per cent at 110 sites. their current state’ is quite an important “We see more of these challenges coming,” caveat here.” says Iain White. “The noise is certainly growing within the landlord community and, Figures from the Centre for Retail as the Regis case demonstrates, the large Research indicate that the number of institutional landlords are right at the heart retailers entering into administration has of the debate.” risen by 30 per cent since 2015, and a growing number of retailers are now Jeanette Best, a Senior Associate in turning to the CVA in a bid to renegotiate Clifford Chance’s Restructuring and with creditors. These include Homebase, Insolvency group, says that CVAs are Mothercare, Carpetright and New Look. disliked by landlords because “they are CVAs are increasingly controversial, as often seen as singling out landlords and Iain White explains: “On the face it, the can be voted through by other unsecured CVA seems to tick all of the boxes – it creditors whose terms are left unaffected can be developed quickly, it can be used by the proposal.” She adds that the to target very specific liabilities such as situation is exacerbated because for unsustainable rents, it’s flexible enough to voting purposes, the value of landlords’ do different deals with different creditors claims is often discounted by as much as and it prevents one disgruntled creditor 75 per cent, which has now become the from holding up a restructuring which market standard. would be supported by the majority. Used in the right circumstances they can be a “What recourse do landlords have? They critically important rescue tool. can challenge the CVA, but that is an Unfortunately, the CVA is gaining the inherently expensive and uncertain tool, same sort of reputation as administration particularly in circumstances where, if the pre-packs did a few years ago, with CVA is successfully challenged, suggestions that it is being used in insolvency may be the only alternative inappropriate ways.” 2 CLIFFORD CHANCE DEATH ON THE HIGH STREET? THE IMPACT OF CVAS and landlords will end up recovering less He also notes that when landlords enter of what they are owed,” she says. into leases with retail tenants, they will often provide incentives up-front such as The CVA legislation does spell out what a a rent-free period, a financial payment, or proposal should contain, but a CVA that a contribution to fit-out. None of these targets landlords typically splits leasehold are taken into account in the CVA properties into three categories depending proposal, which typically focuses solely on the perceived quality of that property on future rental obligations, and so none from the retailer’s perspective: of this money comes back to the landlord if a CVA is implemented. • Category 1 – leases that are not going to be affected by the CVA. These are Jeanette Best says that another common leases of stores in popular locations. If complaint from landlords is that CVAs are a retailer proposes to compromise the proposed and agreed without proper terms of that lease, the landlord might involvement and engagement from decide, ‘I’ve got a list of 15 people landlords. There is a perceived lack of who are willing to pay me what you transparency that manifests itself in two originally agreed to pay me, perhaps ways: one is the quality of the information more, and so I’m simply not going to that the landlords receive and secondly, put up with it.’ when they receive it. “It’s not always • Category 2 – leases where the retailer obvious to a landlord why a store will has determined that the market rent – require a rent reduction or why it is which might have been set many years earmarked for closure when a store down before – is no longer sustainable for the the road on similar terms and in a similar retailer and should be discounted on catchment area is fine. Big institutional some basis. landlords can sometimes push for that information but smaller landlords • Category 3 – leases which the retailer struggle,” she says. And she adds that in does not think are worthwhile and terms of timing, “landlords are normally which will not enable it to a turn a profit. fairly late to the party.” Whilst bondholders “It’s fair to say that there is a growing and secured lenders have often been unease in the property industry about the involved in restructuring discussions for use of CVAs,” says Real Estate Partner, some months prior to the CVA being Ian Painter. “There’s a feeling amongst launched and have had access to more landlords that CVAs allow a tenant to try information, “landlords get hit with a to rescue its business at the expense of proposal and have fourteen days to say the landlord’s business. These leases yes or no with little information.” were entered into between two willing Landlords also argue that they get parties in good faith, and there’s an inadequate information about how the argument that unwinding them in this way retailer expects the business to perform undermines the UK legal system and the following the proposed restructuring. historic tradition of the sanctity of “They typically receive limited information contract. Very often the leases being about the new business plan and future targeted by CVAs were just bad business viability, which makes it very difficult to decisions on the tenant’s part.” properly assess the CVA,” says Best. He adds that retail tenants will often The British Property Federation (BPF), the benefit from the security of tenure trade body that represents UK landlords, provisions of the Landlord & Tenant Act has called on the government to conduct 1954, meaning that when they reach the an urgent review into the abuse of CVAs. end of the lease they can, if they wish, It claims that CVAs have moved from take a new lease and the landlord can being a legitimate restructuring tool, to only object on limited grounds. “The something that is used solely to reduce landlord is generally locked in but, if a rental liabilities and terminate lease store is underperforming, a tenant can agreements. Its view is that CVAs risk use a CVA and has the ability to undermining the UK’s reputation as a safe effectively rip up the lease or pay a haven for real estate investments and reduced rent. It does feel very much like also deter much-needed investment in a one-way street in favour of tenants,” the UK’s high streets. he says. CLIFFORD CHANCE 3 DEATH ON THE HIGH STREET? THE IMPACT OF CVAS The impact of CVAs on What’s next? property lenders “Landlords are in a difficult position,” says Andrew Carnegie says that property Iain White. “CVAs are a statutory process lenders can be in an even more difficult so there is no ability for a landlord to position than landlords regarding CVAs. contract out, and if they vote against “The property lender is a further step them, then the tenant may go into removed, has no ability to control anything, administration or collapse and then they may not have been told what is going on get even less. The House of Fraser and the loan documentation will probably collapse demonstrates that landlords also not even refer to information about CVAs.” have to be very conscious of the reputational and PR impact of not He adds that the property lender is supporting a CVA intended to rescue an “worried about the value of the asset, ailing business.” particularly if an anchor tenant has a CVA, worried about cash flow, worried about One alternative is, if the lease allows it, for whether the loan will be repaid and the landlord to forfeit that lease when a worried about alternative use.” CVA is proposed.
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