Landlord Brookfield Properties is holding talks with newly merged firm Ince Gordon Dadds over the implications of Ince & Co's administration that preceded its takeover.

Gordon Dadds announced the completion of the Ince acquisition on 31 December, creating Ince Gordon Dadds, but it has since emerged that the deal was carried out via a so-called 'pre-pack' administration.

The process enabled Gordon Dadds to acquire Ince's UK assets without being saddled with liabilities such as unsecured bank loans and monies owed in connection with its lease. 

Brookfield is now holding discussions with the firm and Ince's administrators Quantuma about how Ince's administration could affect the firm's tenancy at Aldgate Tower, where it has been based since 2016.

The Tower's letting agents, BH2, relayed news of the pre-pack sale to client Brookfield, but it is unclear whether Brookfield was given advanced warning of the deal.

Gordon Dadds is in the process of moving into the building, and the combined firm is now under licence to occupy by the administrators while negotiations continue.

According to its most recently filed limited liability partnership accounts, Ince had liabilities totalling £14.8m at the end of 2016-17, including a £3.9m bank loan and nearly £3m owed to former partners.

One restructuring expert suggested that in insolvencies such as these, it is not uncommon for debts owed to the landlord to include one quarter's rent.

A senior City restructuring partner said that if Brookfield could not come to an agreement with Quantuma, it could claim that it has been unfairly prejudiced. The administrators could counter, however, that had the pre-pack sale not been completed, Ince could have fallen into insolvency.

Brookfield declined to comment.

Ince's liabilities also include an overdraft facility with RBS. The bank declined to comment.

Pre-pack sales enable companies at risk of collapse to avoid having to formally declare insolvency and bring in administrators. Under such an arrangement, the sale of all or part of a company's business or assets is negotiated with a purchaser prior to the appointment of an administrator.

Ince's UK assets – including 24 equity partners and about 200 staff – have been transferred over to Ince Gordon Dadds, but the deal has not included Ince's affiliate international offices in Germany, Greece, Dubai, Singapore and Hong Kong.

Those bases have agreed new network arrangements with Ince Gordon Dadds and will continue trading as Ince & Co.

Ince's Shanghai and Beijing offices are part of the deal as they are part of the UK LLP, but the firm's French bases in Paris, Marseille, Monaco and Le Havre have not been included.