If you have already obtained an Evaluator Report for a proposed pre-pack administration sale, you may be wondering whether you can obtain a second opinion.
Perhaps the first Evaluator was not satisfied that the proposed transaction was reasonable. Perhaps additional information has become available, or the terms of the sale have changed.
Can you instruct another Evaluator? Does the first report still matter? And could a second, more favourable report allow the sale to proceed?
The short answer is yes, you can obtain a second Evaluator Report. However, the first report cannot simply be ignored.
Under the Administration (Restrictions on Disposal etc. to Connected Persons) Regulations 2021 (ARR 2021), there are specific requirements for dealing with previous reports.
Understanding these requirements at the outset can help avoid unnecessary delays and ensure that the proposed transaction is considered properly.
Why might you need a second Evaluator Report?
There are several reasons why a connected purchaser might consider obtaining another report.
For example:
The first Evaluator was not satisfied that the consideration or grounds for the proposed sale were reasonable.
Important financial or valuation information was unavailable when the first report was prepared.
The purchaser has increased the purchase price or revised the payment terms.
Additional funding or security has been obtained.
The proposed assets being acquired have changed.
There are concerns about whether the original report meets the statutory requirements.
A second report may allow the revised circumstances or additional evidence to be assessed.
However, obtaining another opinion does not automatically resolve the concerns raised in the first report.
The important question is what has changed, whether the new information addresses the earlier concerns and whether the proposed disposal can be supported by the available evidence.
What do the Regulations say about obtaining a second report?
ARR 2021 applies to certain substantial disposals of a company's business or assets to connected persons during the first eight weeks of administration.
Where the Regulations apply, the administrator cannot complete the disposal unless either:
The company's creditors have approved the disposal in accordance with the statutory requirements; or
A qualifying Evaluator Report has been obtained and considered by the administrator.
The Regulations apply to relevant administrations in England, Wales and Scotland. Separate legislation applies in Northern Ireland.
There is no general prohibition on obtaining more than one Evaluator Report.
However, regulation 8 specifically addresses situations where a connected purchaser has already obtained an opinion about the same, or substantially the same, property.
These requirements help ensure transparency where previous opinions have been obtained.
A second Evaluator must therefore deal appropriately with previous reports rather than treating the proposed transaction as though it were being considered for the first time.
Do you have to disclose the first Evaluator Report?
Yes. If you have obtained a previous report relating to the proposed disposal, you should tell the new Evaluator at the outset.
Importantly, the Regulations do not restrict the definition of a previous report to a document formally titled "Evaluator Report".
Under regulation 8, a previous report can include an earlier opinion obtained by the connected purchaser which:
Was obtained before the new report is made;
Concerns the disposal of the same, or substantially the same, property; and
Addresses whether the grounds for the disposal or the consideration are reasonable or unreasonable in the circumstances.
This means the substance of an earlier opinion matters, not simply the title of the document.
For example, a draft report or written correspondence containing a substantive opinion may need to be considered when determining whether the previous-report requirements apply.
Not every preliminary discussion, draft document or email will necessarily meet the statutory definition. However, the safest practical approach is to make the new Evaluator aware of relevant previous involvement and provide the available documentation.
The Evaluator can then assess how the requirements apply.
What happens if the first report was negative?
A negative Evaluator Report does not automatically prevent a connected-party sale from proceeding.
Under ARR 2021, an Evaluator must state whether they are satisfied that the consideration and grounds for the proposed disposal are reasonable in the circumstances.
Where they are not satisfied, this is formally described as a "case not made opinion".
An administrator is not bound by the Evaluator's conclusion and may still decide to proceed with the transaction.
However, there are additional reporting requirements where an adverse opinion has been given.
Importantly, obtaining a favourable second report does not necessarily remove those requirements.
Under regulation 9, where a qualifying report contains details of a previous report in which the earlier Evaluator concluded that the grounds for disposal or the consideration were not reasonable, the administrator must provide a statement setting out their reasons for proceeding with the disposal.
This requirement can apply even where the latest Evaluator has reached a favourable conclusion.
The administrator must therefore consider the full position and remain responsible for deciding whether the transaction should proceed.
For more information, read our guide: What Happens if an Evaluator Report Is Negative?
Can the second Evaluator reach a different conclusion?
Yes.
A second Evaluator is required to form their own independent opinion based on the proposed transaction and the evidence available.
They do not have to agree with the first Evaluator.
For example, the first report may have raised concerns because the proposed purchase price was not supported by sufficient valuation evidence.
Since then, the purchaser may have:
Obtained further independent valuation evidence;
Increased the consideration being offered;
Secured funding for the purchase;
Revised deferred payment arrangements; or
Provided additional information explaining why the proposed sale is reasonable.
These developments may materially affect the assessment.
However, simply instructing a different Evaluator does not guarantee a different conclusion.
The new Evaluator must independently assess the evidence and explain the reasons for their opinion.
At Admin Eval, our role is to provide an objective assessment of the proposed transaction, not to guarantee a favourable outcome.
What if the first report is unavailable?
Sometimes a purchaser may have obtained an earlier opinion but no longer have a copy of the report.
Regulation 8 specifically addresses this situation.
Where the previous-report requirements apply and the earlier report has not been provided to the new Evaluator, the new report must include:
A statement that the previous report has not been obtained;
The reasons why it has not been obtained;
Details of the steps taken by the Evaluator to obtain it; and
Where applicable, the reasons why the Evaluator believes a previous report may exist.
Where more than one previous report falls within the Regulations, the relevant requirements apply to each report.
The Regulations also address statements made by the purchaser about whether previous reports exist. Where the purchaser makes such a statement and the Evaluator has no reason to believe it is incorrect, the Evaluator must proceed on that basis.
The practical message is straightforward: be open about any previous reports or opinions and provide as much information as possible.
This allows the new Evaluator to determine what must be included in the report and helps avoid complications later.
What happens if the proposed sale terms have changed?
This is an important consideration.
An Evaluator Report relates to a particular proposed disposal, based on the information and terms available when the report was prepared.
Under regulation 6 of ARR 2021, for a report to qualify, there must have been no material changes since the date of the report to:
The property being disposed of;
The terms of the proposed disposal; or
The circumstances relating to the disposal.
For example, material changes might include a significant revision to the purchase price, a different package of assets or substantially revised payment arrangements.
If material changes have occurred, the original report will no longer satisfy this requirement for the amended disposal.
Where the report route is being used, a further qualifying report will therefore be needed.
This does not necessarily mean a completely different Evaluator must be appointed.
Depending on the circumstances, the original Evaluator may be able to undertake further work and prepare a new qualifying report addressing the revised transaction.
Any new report must meet the statutory requirements, including those relating to the Evaluator's eligibility, independence and the treatment of previous reports.
It is important to discuss changes promptly with the Evaluator and proposed administrator rather than assuming the existing report can simply be updated informally.
What information should you provide for a second Evaluator Report?
If you are considering a second report, preparing the relevant information early can help the process run more smoothly.
We would normally recommend providing:
The previous Evaluator Report: Including any earlier opinions, drafts or relevant correspondence that may need to be considered.
Details of the original transaction: The assets, purchase price, payment terms and supporting information previously considered.
Details of the revised proposal: A clear explanation of what has changed since the first assessment.
Additional supporting evidence: Such as revised valuations, funding confirmations, updated financial information or changes to deferred consideration.
An explanation of the earlier concerns: Including how any issues raised by the first Evaluator have been addressed.
The proposed timetable: Including the intended completion date and contact details for the proposed administrator and professional advisers.
The information does not necessarily need to be perfectly organised before you make an initial enquiry.
However, the more clearly the history of the transaction is explained, the easier it will be to identify what further information is required.
Our guide, What Information Is Needed for an Evaluator Report?, explains the wider documentation typically required.
Can you obtain a second Evaluator Report urgently?
Yes, although the time required will depend on the circumstances.
Pre-pack administration transactions are often time-sensitive, and obtaining a second report may become necessary shortly before a proposed completion date.
Where an earlier report exists, the Evaluator will need sufficient time to understand the previous assessment, review the current proposal and consider any additional evidence.
At Admin Eval, we aim to complete Evaluator Reports as promptly as possible once all the necessary information has been received.
A second report may require additional work, particularly where earlier opinions need to be reviewed or significant changes to the transaction must be assessed.
The best approach is to contact us as early as possible, explain the position and provide the previous report and current proposed terms.
We can then discuss the information required and the likely timetable.
Frequently asked questions
Can I obtain a second Evaluator Report if the first was negative?
Yes. ARR 2021 does not prohibit a connected purchaser from obtaining a second report following an unfavourable opinion.
However, the earlier report must be addressed in accordance with the Regulations. A favourable second report does not automatically remove the administrator's additional reporting obligations arising from an earlier adverse opinion.
Can I use only the favourable Evaluator Report?
You cannot simply disregard an earlier report that falls within the statutory previous-report requirements.
The later qualifying report must address previous reports in accordance with regulation 8, including the required information about their contents or the circumstances in which they have not been obtained.
Does the second Evaluator have to agree with the first?
No. Each Evaluator must reach an independent opinion based on the relevant evidence.
Changes to the proposed transaction or additional supporting information may lead to a different conclusion.
Can I use the same Evaluator again?
Potentially, yes.
There is no general requirement to appoint a different individual simply because a further report is needed.
The Evaluator must still meet the statutory eligibility and independence requirements, and any new qualifying report must comply with ARR 2021.
Will a favourable second report allow the administrator to complete the sale?
A favourable report may support the proposed transaction, but it does not amount to approval of the sale.
The administrator must consider the qualifying report, ensure the applicable statutory requirements have been met and make their own decision about whether to proceed.
Where a previous report expressed an adverse opinion, additional reporting requirements may still apply.
Speak to Admin Eval about obtaining a second Evaluator Report
If you have already obtained an Evaluator Report and are considering a second opinion, the most important step is to explain the circumstances early.
Whether the first report was unfavourable, the proposed sale terms have changed or further information has become available, we can help you understand what will be needed for a further independent assessment.
At Admin Eval, we specialise in Evaluator Reports for connected-party administration sales.
We work with purchasers, directors and their professional advisers to identify information requirements, address questions promptly and help keep the process moving.
Our approach is practical, responsive and commercially focused, while maintaining the independence required by the Regulations.
If you would like to discuss a previous Evaluator Report or a revised transaction, please get in touch.
Contact Admin Eval to discuss your circumstances and the next steps.