Thu, 09 Mar 2023 | BUSINESS SALE
Maker&Son is a luxury fashion retailer founded in 2018 by father and son Alex Willcock and Felix Conran. The Sussex-headquartered company grew quickly, establishing manufacturing presences in the UK and Ireland, as well as further afield in the US, Australia, New Zealand and Asia.
Last summer, the business celebrated its third birthday and reached a milestone of £30 million in turnover, as well as a valuation of £55 million. However, despite this strong performance and growth, the company had run into financial difficulties.
A combination of the impact of COVID-19, global supply chain disruption and a lack of shareholder funds pushed the business into financial distress. In August 2022, the company was acquired in a multi-million pound share purchase deal by Manchester-based investment firm Inc & Co, which focuses on the acquisition of distressed businesses.
Inc & Co’s view on the deal
Inc & Co group CEO Jack Mason explained that the firm was attracted to Maker&Son by its heritage, the quality of its products, the passion and energy of its team (even during the company’s financial struggles), and the speed and scale of its international growth, which Mason said demonstrated the strength of its product offering.
Following the acquisition, Inc & Co brought in its dedicated acquisition team to work alongside Maker&Son to formulate a turnaround plan for the business, with a focus on identifying issues and challenges the business had faced and returning the company to profitability. Throughout this process, Inc & Co sought to find the right solution for Maker&Son’s brand, the business, its creditors and, most of all, its customers.
However, despite Mason saying that the company had instituted a strategic financial plan, paid down large amounts of debts, restarted manufacturing and commited to fulfilling all creditor obligations within a reasonable period, the business was placed into administration and then liquidation in Autumn 2022, following legal action by a secured chargeholders.
According to Jack Mason, despite the progress that Maker&Son and Inc & Co had made on the business’ turnaround plan, the action put the business, its other creditors and its customers at risk of losing out and forced a restructuring of the business. Despite this setback, though, Mason said that Inc & Co had been able to move Maker&Son into a stronger position at the outset of 2023, from which it could begin to target growth again.
The liquidation controversy
Inc & Co’s view of the takeover and subsequent developments is just one side of a story that has risen to prominence in the national press. According to reports, a month after Inc & Co’s acquisition of the business, key assets were moved to a new company – Maker&Son Ops.
Following the subsequent collapse of Maker&Son into administration, administrators FRP Advisory voiced concerns over the “nature [and] timing” of this transaction, which is reported to have occurred after a winding-up petition had been secured against the business, meaning it was insolvent when the assets were moved, potentially representing a breach of insolvency legislation.
FRP also made several other claims, including the allegation that, after they were appointed, an unidentified party had wrongly and without authorisation recorded Maker&Son’s secured debt with Barclays as satisfied at Companies House.
In November 2022, a High Court judge placed Maker&Son into liquidation and issued a court order invalidating the movement of assets. The same month, a Judge ruled that Jack Mason had applied to enable the firm to continue trading on a “false basis” by moving assets following the serving of the winding-up petition.
Despite Mason saying that Inc & Co had not deliberately sought to mislead and the company claiming it was unaware of the winding-up petition prior to the acquisition, the Judge said that the transferring of assets away from Maker&Son to a company connected to Mason during insolvency proceedings was concerning.
This prompted statutory investigations by FRP concerning the company’s financial position and the circumstances surrounding the insolvency process, with administrators also seeking to identify and secure Maker&Son’s assets.
In December, Global Investments Management Holdings Inc filed an application to appoint administrators to Maker&Son Ops, with Inc & Co calling Global “an entirely separate entity” with "no connected party,” adding that it was “protecting its position because of issues beyond our control” and would “continue supporting the company and brand going forwards.”
Subsequently, the brand was licensed to a new manufacturing partner – Maker & Son Licenses Ltd – which is responsible for the brand’s new long-term licensing business model. However, FRP Advisory continue to act as liquidators for Maker&Son and have pointed out that the transfer of the company’s assets and business was voided by the High Court.
The liquidators say, as a result, that no orders or customer payments have been received since the company entered administration in October 2022, with any orders or payments instead having been “facilitated and received by different legal entities to the Company over which the Liquidators have no control or visibility.”
Inc & Co’s future plans for the brand Discussing the future of Maker & Son, Mason says that the focus is on stability. He claims: “We have always wanted to do what’s best for creditors, our supply chain, customers and staff and that’s just what we want to do moving forward for 2023.”
Inc & Co has decided to move the business to a licensed model, which it feels can help to secure its supply chain, ensure customers are not out of pocket and enable the firm to retain as much of its staff as possible in order to move the business forward positively.
Through the licensing deal, Mason says Maker&Son will target growth in the UK, Ireland, Australia, New Zealand, the US and Japan. With a small core team supporting global licensees, Mason claims the model will seek to deliver stability to the business and help build back its reputation. Going into greater depth on the licensing deal, Mason asserted the model would hand control to manufacturers, in an effort to better serve customers and decrease lead times.
Mason says the aim of the deal is to provide customers with the confidence that Maker&Son’s quality remains and that the company can fulfil their orders in a timely manner.
Regarding Inc & Co’s role in Maker&Son’s business, Mason says that, as with other firms within the Inc & Co group, its key aim is to support them at the initial stage, with acquisition, integration and turnaround. Once it has acquired a firm, Inc & Co will seek to identify how it can best support the business, whether that is financially, through marketing or through HR.
With Maker&Son, Mason says that Inc & Co will continue to work to support the business’ licensee team from a distance and help it to make decisions on the company’s future, providing financial and marketing support, growth strategies, product strategies and help with the leadership team.
Where do customers stand? Throughout the process, Inc & Co has claimed that protecting the customers of Maker&Son is its key priority. The firm says that, without it rescuing the business, customer orders and refunds would not have been honoured and added that, while it has no legal responsibility for refunds or to fulfil orders placed with Maker&Son Ltd, it would strive to support customers.
Maker&Son’s TrustPilot page shows a huge number of reviews from customers claiming that orders are not being fulfilled and that deposits on purchases worth up to £10,000 have been lost.
Inc & Co claims that all TrustPilot reviews are based on orders made with Maker&Son ltd (rather than its later iterations post-acquisition), but that these customers would still be supported and that all new orders were “going out to customers on time”.
However, a recent statement from FRP Advisory stated: "The Liquidators continue to receive enquiries from customers saying their orders have not been satisfied and will continue to support these customers where possible.”
Given this confusion, as well as the ongoing dispute over the assets and intellectual property of Maker&Son, it seems that, despite the public assurances issued by Inc & Co regarding previous orders and the stability that it hopes the new licensee model will deliver, customers still face a considerable degree of uncertainty regarding the status of the company and their orders.
Article updated: March 13
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