Yahoo

Aston Martin faces legal battle over shifting assets to Cayman Islands

Aston Martin
Aston Martin is thought to have transferred intellectual property rights to a new Cayman Islands subsidiary - Dominic Fraser

Aston Martin's lenders are threatening to sue the carmaker after it shifted key assets from the UK to the Cayman Islands.

In a letter threatening legal action, bondholders accused the carmaker of trying to short-change them by putting assets out of the reach of creditors to the London-listed company.

Aston Martin is thought to have transferred intellectual property rights – including the right to the carmaker's name – from its London-based business into a new Cayman Islands subsidiary.

The move has raised concerns that Lawrence Stroll, Aston Martin's owner, is trying to cash in on the company's valuable brand while leaving it saddled with a mountain of debt .

A source close to bondholders compared Aston Martin's actions to the "aggressive" tactics used regularly by American private equity firms and claimed they were "unprecedented" for a listed UK company.

They added the deals appeared to be "stripping the company of its assets in plain sight".

A spokesman for Aston Martin declined to comment on Tuesday. However, the company is understood to have taken extensive legal and financial advice on the deal and is confident in its position.

The British brand has shifted assets to the Cayman Islands as it scrambles for cash, amid what bosses have described as a "challenging" global car market and mounting debts.

Following the transfer, the carmaker borrowed £450m through that Caribbean subsidiary from HPS Investment Partners, a Blackrock-owned private credit provider.

The carmaker has also agreed an option to draw another £100m if it hands over a 50.1pc stake in assets, including branding and naming rights, to Authentic Brands, the American owner of Reebok and Ted Baker.

Aston Martin has said the £550m refinancing "significantly strengthens our liquidity".

Aston Martin in all but name

However, the move has alarmed a group of the company's bondholders, who are collectively owed £1.3bn and are now threatening to unpick the deal in the High Court.

These naming rights promised under the £100m deal are understood to apply to non-automotive intellectual property, for instance the right to sell merchandise emblazoned with the winged Aston Martin logo.

However, bondholders are concerned that more valuable automotive intellectual property rights – naming rights for the cars themselves – have also been transferred to the Cayman Islands entity.

There is no suggestion that Aston Martin is seeking to sell those rights currently. But in the event the main group defaulted on its debts, bondholders risk being left with a UK carmaking business that has no rights to use the Aston name.

Lawrence Stroll
Lawrence Stroll is the biggest shareholder in the main Aston Martin group - David Davies/PA Wire

Mr Stroll, who is Aston Martin's executive chairman, has interests in both Aston Martin and the brand's Formula 1 team.

Through his Yew Tree Consortium, the Canadian billionaire is the biggest shareholder in the main Aston Martin group. He also controls F1 team AMR GP Holdings, which recently paid £50m to Aston to acquire naming rights for the sport "in perpetuity".

HPS, meanwhile, is a minority shareholder in AMR GP Holdings and an investor in Authentic Brands.

Scott French, HPS's co-founder, also sits on the boards of both Aston Martin and Authentic Brands.

There is no suggestion of wrongdoing by Mr Stroll, Mr French, or HPS.

Bondholders say Aston Martin is refusing to confirm exactly what it transferred to the Cayman Islands company or the rationale for the deal.

The company has told creditors that hold security over the main London-listed group that they have no claim on the new business, even though the new subsidiary is still part of the wider group.

Creditors allege the company is trying to circumvent its obligations under bond agreements. When it sold the bonds, Aston Martin agreed to give creditors security over certain assets in the event of any default, as is standard.

In a so-called letter before action sent on Sunday, the creditors claimed Aston Martin was in breach of its bond agreements and section 423 of the Insolvency Act, a UK law designed to stop businesses from cheating their creditors by intentionally hiding assets or selling them at knock-down prices.

They have also questioned whether Aston Martin's board acted in accordance with their fiduciary duties by approving the deal.

It is understood bondholders offered alternative financing to Aston, on what they claim were more favourable terms than the Caribbean deal. The carmaker's board viewed the proposal as too last-minute and not in the interests of the company, which needed to raise cash urgently.

In their letter, creditors have warned Aston Martin to respond within days or potentially face a costly legal battle in the High Court.

HPS has been approached for comment.

Try full access to The Telegraph free today. Unlock their award-winning website and essential news app, plus useful tools and expert guides for your money, health and holidays.

Mobilize your Website
View Site in Mobile | Classic
Share by: