Frasers Group and Kroll: the history

On Friday (20 December), Boohoo shareholders will vote on whether to allow Frasers Group’s Mike Ashley and insolvency expert Mike Lennon to join Boohoo’s board.

It comes as part of a growing dispute between Boohoo and Frasers, which owns 28% of the Manchester-based fashion group, over board representation. Frasers first published an open letter proposing that Ashley and Lennon be made directors of Boohoo Group on 24 October.

With more than 11 years of experience in corporate restructuring, Lennon, managing director at Kroll, formally known as Duff & Phelps, has run a number of high-profile retail cases including the administrations of BHS and Jacques Vert.

Kroll has worked with Frasers Group on a range of deals, from USC’s administration to Frasers’ latest international acquisitions. Ahead of the vote, Drapers revisits the key events where Frasers and Kroll worked together.

Frasers Group was rebranded from Sports Direct in 2019 while Kroll changed its name from Duff & Phelps in 2021.

USC

Fashion chain USC was bought by Sports Direct in 2011 but accumulated losses in the years that followed. In January 2015, Philip Duffy and Geoffrey Bouchier, managing directors of Duff & Phelps, were appointed as joint administrators of USC shortly before another Sports Direct subsidiary, Republic, acquired the business and assets in a pre-pack deal.

In October 2015, 50 former workers at USC’s warehouse in Dundonald, Ayrshire, won a legal case against Sports Direct and administrators at Duff & Phelps after an employment tribunal heard the staff had been given 15 minutes’ notice of their redundancy. The workers were awarded compensation, equivalent to 90 days’ pay.

In December 2015, The Guardian revealed Sports Direct had transferred store leases from its USC fascia to Republic months before it was put into administration.

Peacocks

In 2021, Frasers Group called on MPs to launch an inquiry into the handling of the sale of Peacocks after losing out in its bid to buy the retailer out of administration. Peacocks was sold to an international investment consortium backed by former owner Philip Day.

A letter issued by Mike Lennon at Duff & Phelps, acting on behalf of Frasers, to administrators at FRP claimed that Ashley had “lost all faith in the process” after a “number of obstructions”.

Frasers said in a statement at the time that it became “repeatedly frustrated in the administrator’s unwillingness to engage substantively or to provide key financial information".

Prevu

In March 2023, Frasers Group placed Prevu into administration, after it bought the menswear brand from JD Sports as part of a £47.5m deal involving 14 businesses. Mike Lennon and Benjamin Wiles of Kroll were appointed as the administrators.

Drapers revealed in April 2023 that Frasers Group was the frontrunner to acquire Prevu out of administration.

An administrator report published last October showed there were four offers for the intellectual property of the business of £40,000, £100,000, £120,000 and £125,000 - the winning bid was from Frasers Group.

Administrators said Frasers' bid was the only one that “showed any real interest in the subsequent purchase of stock”. However, a deal was not reached between Frasers and the distribution company and “the stock was destroyed to prevent further storage costs accruing”.

Base Childrenswear and Kids Cavern

In March 2024, Frasers Group placed Base Childrenswear and Kids Cavern - part of the acquisition from JD Sports - into administration. Mike Lennon and Benjamin Wiles of Kroll were appointed joint administrators to both retailers.

In the case of Base Childrenswear, Frasers bought the business and assets back for £102,500 in September. In a report published in October, administrators said there were no competing offers for the business.

In another report, administrators said they had concluded a sale of certain assets including the fixtures, fittings and equipment for Kids Cavern. Further details about the sale will be provided in the next report, they added.

Holdsport Group & Twin Sport

In November 2024, Frasers Group announced its acquisition of 88-store South African retailer Holdsport Group, which owns Sportsmans Warehouse, Outdoor Warehouse and premium streetwear fascia Shelflife.

In April 2024, Frasers Group entered into a binding agreement to acquire Dutch retailer Twin Sport, which has 17 stores across the Netherlands and generated a revenue of €75m (£64m) in FY2023.

Kroll provided financial and tax due diligence services to Frasers for both transactions.