Club Sale | It’s done!

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arthurka

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This was if there was any doubt that the Glazers haven't got the money to do anything with this club. This club needs strong capital investment to invest both in infrastructure and the squad. The Glazers aren't paying anything from their own pockets to finance anything.
 

VP89

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Did anyone find it a little funny that on November 15th they didn't get any dividends for the first time, and then exactly one week later they decided that enough is enough?
No I think the decision to sell happened a long time ago and it was only openly communicated much later.

Income tax is greater than capital gains tax so makes sense to with old dividends I think.
 

Nytram Shakes

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Did anyone find it a little funny that on November 15th they didn't get any dividends for the first time, and then exactly one week later they decided that enough is enough?
I think there is a link. I think they look at the incredible amount the club spent this summer, the level of investment still needed in the squad not to mention the stadium and they went we can't make money out of this anymore so let's cash out if we can.

Of course, the reason they are selling up is a reason that many investors won't touch us with a barge pole, that being the club needs huge investment an investment unlikely to be returned to the investor.
 

Messier1994

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This is one of the single funniest posts I’ve read in ages
I am with @Adisa here!!! :) (although, yes, the way the post was worded looked kind of funny)

He shouldn’t have been smocked around for discussing the report about a 20m budget last summer.

Honestly, given how much we have drawn from our credit facility, the size of our long term debt, the need for investments that exists all over the place, and the fact that our owners never have contributed a cent to our business — the only prudent thing to do last summer was probably to have a Pound In/Pound Out philosophy.

As it is now, we have more or less painted ourselves into a corner.
-We have maxed our debt.
-We must set aside money to invest in the infrastructure.
-We must pay of some of the debt.
-We must have some marginals.

Why are we in this position? 100% because the Glazer have sucked us dry and we have had incompetent management. Right. But it is never the less the position we are right now. If we literary empty the bank accounts and draw max of our credit line, we can spend 50-60m. Then we have zero marginals. Most revenue goes to pay interest on our debt. No money set aside for investments in the infrastructure.

Would we be Leeds United 2.0? No, but if we failed on the pitch after spending 50-60m in January, we would become Leeds United 2.0. If we couldn’t get into the top 4 without further investments (which isn’t that unlikely), we would start a decline that would never correct itself. It’s as simple as that. We have been responsibly run in the sense that with the resources we have had at hand, we have spent to the level we could while also retaining flexibility. You know, a manager coming in and spending 300m over a couple of players that was crap (it happens), the barns wouldn’t have been empty. Now they are. The well is dry.

@Tarrou Thanks!
 
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cyberman

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And there's still people in here who think that we don't need a super rich guy who is willing and able to pump millions into the team out of his own pockets. We are not self sufficient anymore
Did we not spend our own money? To me the owners did exactly what we wanted, what we earned we spent on rebuilding. We won’t spend the same next year because we won’t have to so it’ll even out over 24 months.
 

Adam-Utd

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Did anyone find it a little funny that on November 15th they didn't get any dividends for the first time, and then exactly one week later they decided that enough is enough?
Why take out 12m when you're about to earn 6 billion instead?

They've never refused to take dividends before, why stop now? it's purely to keep more money in the company to help keep it looking healthy
 

Kaos

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Did we not spend our own money? To me the owners did exactly what we wanted, what we earned we spent on rebuilding. We won’t spend the same next year because we won’t have to so it’ll even out over 24 months.
We're also spending a sizeable chunk on interest payments for loans, on paying these parasites dividends, and we're also paying for a decade of gross mismanagement by their lackey Woodward in regards to terrible contracts and poor bloated signings. Hardly what we wanted.
 

Adam-Utd

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Did we not spend our own money? To me the owners did exactly what we wanted, what we earned we spent on rebuilding. We won’t spend the same next year because we won’t have to so it’ll even out over 24 months.
The debt is getting bigger and bigger, we still need to spend to replenish our squad.

Where is this £80m striker going to come from to replace Ronaldo? no chance unless we sell or borrow even more.

We simply HAVE to get rich owners, or guarantee to make the top 4 this year.

No wonder we are looking at getting in Sommer to replace De Gea. We can probably half his wages and still have a semi decent keeper.
 

cyberman

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We're also spending a sizeable chunk on interest payments for loans, on paying these parasites dividends, and we're also paying for a decade of gross mismanagement by their lackey Woodward in regards to terrible contracts and poor bloated signings. Hardly what we wanted.
I never argued that, I’m arguing against this notion that saving money means anything to a football club as if we are saving for a rainy day. 24m v 100m doesn’t really matter to me, as long as the cash flow is there then you can budget from now. Spend 100m on Antony this summer or wait, save 100m for the books then spend 100m on Antony plus a striker next year?
I’d rather it now. Madrid did this in 09 when they bought Kaka, Benzema and Ronaldo in one summer. They just slowed their spending after that that allowed them to sign a Bale 4 years later. There’s no point in having it in the bank when it’s expected to to be spend soon anyway
 

AneRu

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Hm, I can't see that being a good thing either. The more people in the running to buy us, the higher the chance of getting another Glazers/Mike Ashley
Not with Financials as bad as this, at the moment the debt they saddled us with looks like the least of our problems because the transfer debt has a shorter life span and we are now in the zone where we will borrow Peter to pay Paul because I'd assume that the major reason the long term debt has ballooned to £680m is because the club has had to borrow to meet commitments on previous transfer fees that were becoming due.

That debt, falling revenue, an underperforming team still in need of investment and the needed investments needed on the stadium and training ground makes it impossible for a Glazer type of owner to even dream about doing what the Glazers themselves did. You can't spend £4bn to £6bn on acquisition then another £2bn to mordenize the club and strengthen the team whilst competing against City, Newcastle and Liverpool all likely swimming in oil money by next season and expect to make money on that investment.
 
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Roboc7

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It’s clear they have to sell now, can’t borrow more, won’t put any of own money in and their incompetence rules out anyone wanting to invest.

The big question is how realistic will they be, the failure of ESL, the pandemic and strength of of Dollar have forced this on them. Debt has ballooned but I’m not convinced it will be reflected in their asking price, not initially anyway.
 

ATXRedDevil

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Thanks! I am in the same field, but in Sweden.

You do no regs, QIB letters etc? Could send some business your way! :)
Nice! I certainly know nothing about Nordic capital markets laws hah.

I do handle those, but not a large part of my practice. I’m at Kirkland & Ellis, so I’m usually dealing with large pubcos or portfolio companies of large PE funds.
 

Messier1994

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One thing that I don't think have discussed enough is what can be read by our current Market Cap. Normally, "the market" is always the best at valuating everything, the probability of a merger, for example. What is the market cap? It is an estimate what the entire company is worth. We have 54,537,360 Class A shares (1 votes/share), and 110,207,613 Class B shares (10 vote/share, owned by the Glazers). Of the Class A shares, 1,682,896 are held in treasury (owned by the club itself).

A class A share is today traded for 22,12 USD/share. With outstanding shares not held in treasury, our Market Cap is 3.6bn USD. That is a lot less than what the price is rumored to be for Manchester United. How is this possible? Is it relevant to draw this parallel?

Here is what it boils down to from my POV:
1. What is Manchester United's Market Cap? For it to be meaningful to calculate Manchester United plc's Market Cap by multiplying all shares with the share price for the a Class A share, it is of course required that both share classes are valued the same way in a merger. If the Glazers sell one Class B share for 30 USD per share in the merger, does the buyer also have to pay 30 USD for each Class A share held by the public and traded at NYSE?

Yeah, I think so. I am not 100%, would love to hear someone else's input (@ATXRedDevil do you have any insight to this?). I have only ever heard of merger regulations which results in that share classes with equal "cash flow rights" must be paid the same consideration. Basically, if Class A shares and Class B shares entitle to the same right to dividend payments, someone buying the company through a merger must pay the same merger consideration for each share.

Given that I am not mistaken in this conclusion, we can assume that the market at least does not think it is 100% certain that all shares of Manchester United plc to be bought for 6bn. If so the share price would be close to 30 than 20.

2. So what does the market think someone will buy Manchester United for? Does the market at all think Manchester United will be sold?

Yes, the market 100% expects Manchester United to be sold.
Our stock is up 70 percent since the news broke. If tomorrow news breaks that a sale isn't happening, the Glazers will mortage our TV rights for the coming 25 years or whatever, taking in an external investor (of course more likely), 100% the stock goes down more or less 70 percent over night. Lets say some strong investor comes in, Apple buys 25% and the Glazer keeps the rest, the share price will perhaps go down 50% instead of 70%. But as a rule of thumb, a failed merger results in a lower share price after the failure is announced than before the merger plans was announced. Everyone knows this. If news breaks that the merger is failing, everyone holding shares will throw themselves on the sell button to not be the ones left standing.

3. So does the market think Manchester United plc will be sold for 3.9bn? Is not 6bn the expected purchase price? Nah, but it is here it gets complicated. Its basically a pretty straight forward formula, with the following factors:
(a) What will the gain be if the merger takes place?
(b) What will the loss be if a merger does not take place?
(c) How likely is the merger?
(d) How long would it take before the merger consideration is payed out?

There are many hedge funds that solely invests in "potential mergers", just aiming to get a higher interest than you can from other alternatives.

Can we draw any conclusion from the 3.6bn figure? Might as well give it a shot. Lets say the company will have a market cap of 2bn if it is not sold, its valued at 4bn right now, and will be worth 6bn if the merger takes place. Just on that alone, it would indicate that its deemed to be a 50/50 shot that we are sold for 6bn. But in this type of merger, there is a "cost" for the capital invested that should be at least 5 percent. That means that "200k" is lost right when the investment is made. In addition, if it takes 6 months before the potential 6bn merger consideration is paid out, that is also a cost (the money could simply be working on something else if it was available). Another 5 percent or "300k". Since the investment is associated with 500k costs, the upside is a lower number, by my -- surely totally butchered logic, but that perhaps provide an indication -- only 5.5bn. In addition, finding the middle point is not the key, anyone will want a return on the middle point. Like its no point betting 100£ on a coin flip if you only win 200£. For it to be any business in investing in coin-flips, you need to get at least like a 210£ return every time you participate with 100£.

In short, since a investor doesn't want to participate in a coin flip that would give a zero result if performed enough times, with a 4bn valuation if the upside is 6bn and the downside is 2bn -- it doesn't indicate that the market think that its a 50/50 shot that a merger for 6bn will take place, more like 66%.

4. Does not 66% seem a bit low? Yeah, I think that it does. I think that it is relevant to look at and perhaps second guess the 6bn figure. That isn't much, if Chelsea sold for 4.25bn like reported, right??

But Chelsea was in fact sold for 2.5£ bn -- debt free. In addition, Boehly pledged to invest another 1.75£ bn in a new arena and the squad etc. When like Sky Sports reports that "[t]he Todd Boehly-led consortium have completed a £4.25bn takeover of Chelsea" , its a bit nonsense to compare that 4.25bn figure which is a takeover of a debt free club of 2.5bn which will include a 1.75bn investment by Boehly into his own club.

We have 680m pounds in debt. Is the 6bn figure calculated on a debt free basis? That is the most natural way to talk about a valuation of a company, i.e. on a debt and cash free basis. So that would put the actual purchase price to not 6bn, but 5.320bn. If the market believes that the Glazers will find a buyer at a 6bn valuation of the club on a debt free basis, the odds for a "6bn" merger to take place shoots up to 83 percent.

5. I still think its low. All adjustments included, still only 83%? I would definitely say that my experience is that when a process have gone as far as ours have -- there is always some transaction risk, but "95%" is a more normal percentage.

But there are some factors. Perhaps the market doubts the 6bn valuation. A 6bn valuation is high, Chelsea went for a 2.5bn valuation. Are we worth 240 percent more than Chelsea? Perhaps the market is skeptical about that. If we just lower the valuation to 5.5bn -- the math adds up.

6. So am I telling you that there is a fairly good investment case here, i.e. that the market more or less think its 100% that we will be bought for at least 5.5bn valuation minus debt of 680m -- i.e. 4.820 bn purchase price -- which represents a premium of 23 precent in relation to the current share price which is a great return on today's market?

Nah, if I did, I would buy shares myself. But the big X factor for me is this -- is it 100% that a buyer will acquire all shares of Manchester United plc? Theoretically, a buyer can just buy Glazers' shares, acquire 100% control of the company, but only owning what 70 percent of the capital. I have no idea to be honest. What if the market, the real hedge fund experts with extremely good track of these things, think that Glazers might get 8bn but there is a 50% shot that the buyer only will buy the Glazers' shares and leave the Class A shares alone listed on the NYSE?

First of all, is it even possible to takeover the club by buying Glazers' shares but not offering to also buy the minority owners' shares? I think so, but I am not 100%. In Europe it wouldn't be possible, if you acquire more than 30% of the share in a listed company, it triggers an obligation to make a so called mandatory bid. I.e. the minority owners gets an opportunity to sell their shares on the same terms as the majority owner. But as far as I understand, this does not exist in the US and it doesn't seem to exist on the Cayman Island either. Anyone are welcome to correct me if I misunderstood something! In addition, the voting strong shares hold by the Glazers shall automatically be converted to Class A shares if they are transferred to anyone not being a "lineal descendant of Malcolm I. Glazer". So they wouldn't have the extreme voting majority they have now if they sold the shares, but they still own 68 percent of the votes after a sale.

So what are the pros and cons? Why would someone buy 100% of the shares if they can get 100% control by buying the Glazer's shares? I would look at it like this:

Pros with buying all shares:
With a wholly owned investment, you can do what you want with it. If you want to take money from it, you can take it. If you have minority owners, all owners must get the same dividend. If the investment need a capital contribution -- you can give it money if you own all shares. If you don't, you can't. Or you can of course, but if you take money from an entity you own to 100% and give it to an entity of which you own 70% -- its a 30% loss immediately. Instead capital contributions to the investment have to be made by new shares being issued, which of course is doable, but also regulated.

Cons with buying all shares:
The Glazers only owns 68 percent of the shares in Manchester United. If they only will sell at a 6bn valuation debt free, the cost for buying the Glazers' share is only (6000m-680m(debt))*68%= 3.6bn vs. paying 5.32bn for all shares. 1.7bn extra is a lot of money.

So to repeat -- at a 6bn debt free valuation, the cost for buying all of the Glazers' shares and in practice 100% control of Manchester United, is 3.6bn.

Will the buyer buy all shares?
I think so. But I am just guessing. If the buyer is like Apple (an "industrial buyer"), I would guess that its 100% they will buy all shares. They do it to use the content from the club on their streaming service etc. Its really messy if the club has minority owner, Apple has to pay market value for all content they use. They will want to be able to treat the club like a wholly own subsidiary. A Middle Eastern buyer cannot do the same kind of tinkering with sponsorships etc like City have done if they only own 68% of the club.

But like a US consortium?? It is a consortium to start with because one of them can't afford to buy the club themselves. Why would they not leave the 32% share traded on NYSE without any meaningful voting right alone?

TL;DR ->
(1) I think that the share price of Manchester United plc indicates that the market believes that it is very likely that Manchester United plc will be sold for app. 4.82bn (i.e. a 5.5bn debt free valuation).
(2) From what I can tell, its not obvious that a buyer will acquire all shares of Manchester United plc, and not just Glazers' shares. From our point of view, it doesn't really matter. But if a buyer just buying the Glazers' shares is an option, looking at the Market Cap won't say much.
 

Mickeza

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Because they’re clueless. All be over soon anyway
You have people like this guy - “football finance expert” who is so disingenuous with every tweet he spins basically declaring our finances are fecked so everyone believes it. Apparently not paying 220m up front in transfer fees is using “the club credit card” - I’m amazed we pay our transfers in instalments like every other fecking club. It’s a real gotcha. Who knew after spending so much in the summer we’d have to - you know - pay for it with actual money?

 

devilish

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@Messier1994 you seem to know your stuff. Whom do you think will buy us? Also whom do you think would be the most suitable buyer for the club?
 

Solius

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Looking more and more likely that it needs to be an incredibly rich person/group to get us out of this financial hole.
 

DutchSerb

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In The Netherlands we have a holiday called Sinterklaas, and kids do a thing called "schoentje zetten", where they put their empty shoe in the hallway and the next morning a present magically appeared in their shoe.

As an adult, this thread is my shoe. Every day I wake up, rushing to RedCafe, hoping something happened. But alas. I will remain hopeful.
 

Messier1994

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You have people like this guy - “football finance expert” who is so disingenuous with every tweet he spins basically declaring our finances are fecked so everyone believes it. Apparently not paying 220m up front in transfer fees is using “the club credit card” - I’m amazed we pay our transfers in instalments like every other fecking club. It’s a real gotcha. Who knew after spending so much in the summer we’d have to - you know - pay for it with actual money?

Yeah, we are definitely credit worthy.

1. With 5 percent interest on 680m debt, the “cost” of our debt is “just” 34m. In reality it is a little lower. Perhaps 25m (depending on exchange rates etc).

But at the same time — our profit before interest costs, depreciations and amortizations is estimated to “just“ be 110m this year. That means that we just have about 80m to spend in January and next summer.

Sure, we can take out 200m more in additional loans. At 5 percent interest — that means an additional annual cost of 10m. Hopefully that would lead to the CL and an operating profit up towards 150m-180m. I mean we haven’t been well run, a lot of profits can be made by cutting wages and dead weight.

So if we take out that loan of 200m, carry financing costs of say 40m per season in total, with the CL and increased operating profits up towards 180m, we would still have 140m to spend on transfers each year. That is not bad!

2. But — one aspect is totally amiss in the above equation. We have (basically) not invested a penny in our infrastructure the last 17 years. If you like every 30 year have to spend 1.5 bn on your infrastructure, it is 50m a year. We are behind the curve. To spend a billion on our infrastructure the coming years — which is definitely needed — we have to take out another billion in loans. Another 50m in financing costs (not paying off the loans at all).

That equation does not at all add up.
 

Infra-red

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So we are finished if they don't sell?
It depends what you mean by "finished". United haven't won (or even competed for) the league or Champions Legue for a decade. In that sense, we were finished a long time ago.

Last summer's transfer spending is unsustainable, but in general, we can keep trundeling along much as we have been, finishing somewhere around 4th-6th most seasons, but the club cannot afford to spend the required amount on Old Trafford or Carrington, without outside investment from either a partial or full sale.
 

Compton22

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Surely only a sovereign wealth fund or extremely rich consortium can afford to buy us now with the amount of investment and debt to cover on top of the sale price. Its an obscene amount of money to spend without any sort of return in the short term.

How are people asking if its normal to basically buy players on credit? If it was normal we'd have done it every year :lol: it's because the Glazers were so reluctant to spend any of their own money for years and our transfers were covered by the club revenue. What's happened is that the gravy train has finally come to the end of the track and the Glazers are now looking for a way out.
 
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Mickeza

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So we are finished if they don't sell?
No. We just can’t spend 200m on transfers every season and spend a billion on the necessary infrastructure investment whilst servicing the existing debt plus provide tens of millions in dividends to inflate the share price. You know - just like any club couldn’t. The glazer model is over - but we knew that when we spent 220m on transfers after posting losses the previous year - them deciding to get outside investment or selling was obvious from that moment.
 

red thru&thru

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2. But — one aspect is totally amiss in the above equation. We have (basically) not invested a penny in our infrastructure the last 17 years. If you like every 30 year have to spend 1.5 bn on your infrastructure, it is 50m a year. We are behind the curve. To spend a billion on our infrastructure the coming years — which is definitely needed — we have to take out another billion in loans. Another 50m in financing costs (not paying off the loans at all).

That equation does not at all add up.
And this is the point. You can owe money for transfers, that's not out of the norm.

However, what isn't good, is adding more debt to an already debt ridden club. A debt that isn't being cleared off. A debt that has no actual reason for being there.

Spurs are in beigger debt, however, the asset that they got their debt is paying it off itself. They have something to show for their debt. What did we get for our debt? The Glazers! :mad:
 

Tarrou

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And this is the point. You can owe money for transfers, that's not out of the norm.

However, what isn't good, is adding more debt to an already debt ridden club. A debt that isn't being cleared off. A debt that has no actual reason for being there.

Spurs are in beigger debt, however, the asset that they got their debt is paying it off itself. They have something to show for their debt. What did we get for our debt? The Glazers! :mad:
its not good but it’s ultimately what has got rid of them, which is great

this idea they perpetuated through woody and his PR team that they were good on the business side was always horseshit.. they are fecking clueless
 

sglowrider

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For the last 10 years, the Glazers have been lucky in that they have been able to borrow cheaply. But we are now in a period where interest rates won't be like it was for a long time. Thus their impetus to sell. Servicing the debt will be much more expensive going forward.
 

Sparky Rhiwabon

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Are the Glazers basically running the club in a similar way to which the UK Government are running the country?
 

red thru&thru

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its not good but it’s ultimately what has got rid of them, which is great

this idea they perpetuated through woody and his PR team that they were good on the business side was always horseshit.. they are fecking clueless
Yeah, overall, they've been terrible. Of their first half of ownership, they were able to ride on the Fergie wave. Thereafter, the sh*t really hit the fan!
 

TrueRed79

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Where are all the Glazer apologists that were around this forum not so long ago? Miss those bunch of weirdos.
 
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