NUFC - A leveraged buyout?

colinmk · September 1, 2011

I find it almost impossible to believe that someone with the experience Ashley has in business would buy something of this value without checking EVERYTHING out first.

Benwell Lad · September 1, 2011

It is a bit of a basic mistake to make - in any deal to buy a company which still has debt in place the first thing you check for is a "change of control" provision, lesson number one.

It is the sort of thing you can find out within about 10 minutes if you have the document in front of you, it isn't something that needs a team of expensive lawyers working on for weeks.

Spot on. Probably not even 10 mins required.

So there's little or no chance Ashley overlooked it?

My take on this, pure conjecture of course, is that had he just been rich and the sale price represented a big part of his wealth he'd have been a lot more careful uring the due diligence period. As a mega wealthy person who was in a hurry to push the deal through, and it representing a mere fraction of his wealth, it was overlooked,ignored or even considered not that important.

Incredible I know, but it's difficult to come up with any other explanation for the oversight when he had some of the country's best accountants on his payroll.

quayside · September 1, 2011

It is a bit of a basic mistake to make - in any deal to buy a company which still has debt in place the first thing you check for is a "change of control" provision, lesson number one.

It is the sort of thing you can find out within about 10 minutes if you have the document in front of you, it isn't something that needs a team of expensive lawyers working on for weeks.

Spot on. Probably not even 10 mins required.

So there's little or no chance Ashley overlooked it?

It would be impossible to overlook if you looked at the loan documentation in the first place. One of the first things a finance lawyer would do in a due diligence exercise would be to look for exactly that kind of provision. It would be beyond negligent for a lawyer not to look for a change of control clause or not pick up on it because it can obviously make a huge difference to any acquisition and the funding required.

But if Ashley didn't do any DD, as we are led to believe, and didn't get lawyers to look at the loan documents - then it is conceivable that he wouldn't have known about it. However, nearly every loan document in the world has some form of change of control clause in it..

However (apologies for labouring this point), I find it very strange that Ashley would actually buy NUFC without doing any DD at all. It's a very very risky and strange way to do business.

http://www.independent.co.uk/sport/football/premier-league/mort-brings-sea-change-to-tone-of-business-on-the-tyne-460911.html

"I'd rather keep it broad. I just think the financial position of the club is not as strong as we hoped it might be. But that in itself has not held back our investment on the playing squad and it's something that we'll deal with. We did the typical due diligence one would do on a public takeover. There is no sense that anyone has tried to mislead us."

In that case - I have no idea how Ashley could not have known about the change of control clause. Doesn't make any sense whatsoever.

I think by "typical due diligence one would do on a public takeover" he means they read the published 2006 accounts.

Can't say I agree on that - in my experience, DD would definitely have been done on the loan agreements that the club had outstanding. I think either Mort is bending the truth and no 'proper' DD was done (although I am sure that Freshfields would have recommended that it was done) or 'proper' DD was done and Ashley knew about the change of control.

If anyone undertakes due diligence on a public company the Stock Exchange must be notified and the fact it is happening made public. No such notification was made about Ashley. Also I remember Shepherd being shocked to learn that the Halls had sold, if due diligence had been taking place he'd have known all about it.

Zero · September 1, 2011

Quayside, if the debt held in the holding company is not owed by the club itself then why is it being paid down? The £138m figure owed to MA by SJH Ltd in 2008 reduces to £132m in 2009. How and why?

I really hadn''t thought that there had been any reduction in any of the sums owed to Ashley in the published info. But I'll have a look at the accounts tomorrow and get back with an answer.

In the OP.

Was the 138m included in NUFC's own balance sheet?

No, 'Gross debt' but its the reductions in this debt that caused me to post this. Who is paying down this debt, from which sources and why? If its club money, then its not a LBO but not far away in principle.

Same as Quayside, I dislike the presentation of the OP because it's very misleading. I trust/hope you aren't intentionally do so.

So, the first question is, the 138m, what does that mean? It should be the price Ashley paid to the former owners and this is irrelevant to NUFC's own financial statement. It should be the price "paid by Ashley" rather than "owe to Ashley". So to say this is the money the club "owe to Ashley" is wrong, even though this figure does represent a bottom line for Ashley to sell the club for breakeven.

And the second question is, how does the amount get decreased? I am not sure but in accounting sense, the club cannot just pay out cash to its owner unless it's through drawings or dividends. The latter is impossible since the club is keep on making a loss. So my bet would be on drawings. But why? The 138m figure is not in balance sheet so I couldn't get it. Where do you get the figure and how do you know it's 132m later? Mind to show your source again? Apologize if you've already uploaded it somewhere.

The only scenario that makes your worries come true is the owner, in the name of SJH, did make a drawing of 6m and thus the 138m figure becomes 132m, which is still the bottom line for Ashley to break even. In fact nothing has changed - because by doing so the club's value gone downwards by 6m as well and this won't help him much to get a higher selling price. Whether Ashley can draw out 140m is really questionable - and I doubt whether the club has 140m net assets as well.

Quayside, I am not familiar with UK accounting, but is drawings like this allowed in UK GAAP?

Taylor Swift · September 1, 2011

But for all of Ashley's faults, he's not far away from being the best kind of owner that we can realistically hope for. I know everyone will point to Arsenal, Liverpool and Spurs as clubs that invest in new players and are striving for Champions League football, but if you take a closer look at the way those clubs are run, you'll see that they're not so much different than the way we're being run.

Spurs spend quite a lot money, but their revenue is also higher. However, now that they're not in the CL, you see the reports coming out that Harry has to sell before he buys, and that's why they practically gave away Jenas and Hutton for free: to reduce the wage bill. They posted an 18m profit for the last six months of 2010, but 22m of their revenue came from CL or things related to the CL. They won't be able to post such nice figures this year, which is why Harry hasn't much to spend. I think Spurs have one more shot at it financially. They might hesitate to give that shot to Redknapp, but they've probably got one more 30m bullet left, and then it'll be time to reload by selling Modric for 40m or something like that. Otherwise they won't be able to support the existing structure at the club. So they might seem like a club that's being run very well - indeed they are - but they're not sitting on a mountain of cash that's available to spend. They, too, are now restricted because of their failure to qualify for the CL.

Take a look at Liverpool and you see a similar picture. Although they've spent big this summer, they have pretty much shot their load. Their wage bill will be through the roof and their revenue will not be able to sustain this kind of spending for long, unless they qualify for the CL in the next year or two. I've read a few interviews by John Henry and he's already mentioned how surprised he is at the way the finances work for football. He's a smart owner so he realizes that the top four is about to become a closed group, so the time to break in is now. I think we're all aware that the top 3 - Chelsea, Man Utd and City - are fixtures in the top four. Which leaves only one spot. And that's why Liverpool have gone for it now. If they fail, it won't be long before you see similar rhetoric from John Henry: 'wage bill too high', 'must reduce size of squad'. They'll face the same problems that every other club outside the CL faces. It's just a matter of time if they fail to qualify for the CL.

There's no need to go on about Arsenal. Everyone knows the way they work. They post profits almost every year without fail, but they're only able to do so because they qualify for the CL year in year out. Their wages are ridiculously high - comparable to Man Utd's, I think - but they make a profit almost every transfer window. Even though they spent 40m yesterday, they still made a large profit this window.

There are only five or six clubs in Europe that can consistently lose money: Chelsea, City, Malaga and maybe Roma. The rest have to survive by generating revenue. Which is why, realistically, having a different owner won't matter much in the long run. The best we can hope for is probably a Randy Lerner type, but how many owners are funding their clubs year-in year-out?

Now back to the way we're run. We now have a very low cost structure. Our wage bill is probably very small. I think it'll be around 50% of our revenue, a ratio which only Man Utd can compete with (!). Our revenue continues to grow because the TV pot is getting progressively bigger, and our commercial income will grow when the contracts are up for renewal since we're once again an established Premiership club. We're on course to make a profit this year, after making about 50m last year including the Carroll money (just a guess, but I probably won't be far off). So we will be able to invest and bear the costs related to it. I don't know whether we'll have to wait until Ashley sells up or not, but we're in a position to invest sustainably because our costs are low. We'll probably make 25m minus whatever we spend in January. So the financial footing of the club is now very strong, whoever the owner is. We're probably one of the best clubs you could buy right now because there is room to grow. I don't really have a major point to make, except that for all of Ashley's faults, he's good with the finances and in the long run, with a more ambitious owner, we'll be able to compete without stretching ourselves and risking everything, something which a lot of clubs would have to do to compete with the top 4.

Hughesy · September 1, 2011

It is a bit of a basic mistake to make - in any deal to buy a company which still has debt in place the first thing you check for is a "change of control" provision, lesson number one.

It is the sort of thing you can find out within about 10 minutes if you have the document in front of you, it isn't something that needs a team of expensive lawyers working on for weeks.

Spot on. Probably not even 10 mins required.

So there's little or no chance Ashley overlooked it?

It would be impossible to overlook if you looked at the loan documentation in the first place. One of the first things a finance lawyer would do in a due diligence exercise would be to look for exactly that kind of provision. It would be beyond negligent for a lawyer not to look for a change of control clause or not pick up on it because it can obviously make a huge difference to any acquisition and the funding required.

But if Ashley didn't do any DD, as we are led to believe, and didn't get lawyers to look at the loan documents - then it is conceivable that he wouldn't have known about it. However, nearly every loan document in the world has some form of change of control clause in it..

However (apologies for labouring this point), I find it very strange that Ashley would actually buy NUFC without doing any DD at all. It's a very very risky and strange way to do business.

http://www.independent.co.uk/sport/football/premier-league/mort-brings-sea-change-to-tone-of-business-on-the-tyne-460911.html

"I'd rather keep it broad. I just think the financial position of the club is not as strong as we hoped it might be. But that in itself has not held back our investment on the playing squad and it's something that we'll deal with. We did the typical due diligence one would do on a public takeover. There is no sense that anyone has tried to mislead us."

In that case - I have no idea how Ashley could not have known about the change of control clause. Doesn't make any sense whatsoever.

I think by "typical due diligence one would do on a public takeover" he means they read the published 2006 accounts.

Can't say I agree on that - in my experience, DD would definitely have been done on the loan agreements that the club had outstanding. I think either Mort is bending the truth and no 'proper' DD was done (although I am sure that Freshfields would have recommended that it was done) or 'proper' DD was done and Ashley knew about the change of control.

If anyone undertakes due diligence on a public company the Stock Exchange must be notified and the fact it is happening made public. No such notification was made about Ashley. Also I remember Shepherd being shocked to learn that the Halls had sold, if due diligence had been taking place he'd have known all about it.

Was no notification made at the time? I can't remember.

So - basically we have established that Ashley was actually stupid enough not to do any DD. Although I still think that Ashley must have known that there was a very high chance of a change of control clause.

cubaricho · September 1, 2011

So basically, we are in a mess in which Ashley will remain here for years?

I don't think Ashley will be here as long as some are suggesting. But even then, who do you want to buy our club? Some rich Arab billionaire? They are soon going to tire of throwing tons of money into clubs and not getting any profit. They come in and rip the souls out of clubs and then move on.

For what it's worth, I think Ashley will take a loss on his investment, but he won't take a big one. He's managing the debt/whatever you want to call it down so that we will be more attractive to buyers. I'd wager he won't be here for another five years.

ChezGiven · September 1, 2011

Zero, the source is Swiss Rambler.

SUPERTOON · September 1, 2011

So basically, we are in a mess in which Ashley will remain here for years?

I don't think Ashley will be here as long as some are suggesting. But even then, who do you want to buy our club? Some rich Arab billionaire? They are soon going to tire of throwing tons of money into clubs and not getting any profit. They come in and rip the souls out of clubs and then move on.

For what it's worth, I think Ashley will take a loss on his investment, but he won't take a big one. He's managing the debt/whatever you want to call it down so that we will be more attractive to buyers. I'd wager he won't be here for another five years.

I would be delighted if we could get someone in who cares about the club, it isn't and never will be about throwing huge sums of money round. Of course spend some money to improve the team when it is needed, and you certainly don't need Man City money to do this.

September 1, 2011

Ashley may have made a few stupid and unpopular football decisions during his tenure, but it would be hard to argue that he hasn't considerably improved the financial side of the business.

Are we in less debt now then we were before Genius?

He has slowed/lowered the overall running costs, but its to the detriment of the playing side imo.

We are in more debt now, and he has lowered the running costs but I'm not at all sure our squad immediately pre Ashley (.i.e. end of the 2006/2007 season) was better than what we have now.

I know mate but at least we occur no interest owing it to him, squads not better as you say but at least its not full of non caring types like Owen, i much prefer these lads to those.

Crumpy Gunt · September 1, 2011

I haven't read the nine pages but

Has he now joined together the money he used to buy the Club (£138m) with the amount he's had to pump in to keep us afloat. Totalling £250m-ish?

Now he intends to get his £250m back.

Then he can sell the Club for example for - £250m

So when he does fuck off he'll have creamed a half billion out of NUFC?

Or am I wrong?

September 1, 2011

I haven't read the nine pages but

Has he now joined together the money he used to buy the Club (£138m) with the amount he's had to pump in to keep us afloat. Totalling £250m-ish?

Now he intends to get his £250m back.

Then he can sell the Club for example for - £250m

So when he does f*** off he'll have creamed a half billion out of NUFC?

Or am I wrong?

He'll never cream that amount back mate, unless he sells us for much more than we are worth which will never happen imo, when people say he is assets stripping by selling players, that wont compare to the assest price he loses if we go down.

Its about running us as cheap as possible but keeping us in the Premiership, players like Tiote, Cabaye, Santon, Marveaux and Ben Arfa help do that, by getting in decent players fairly cheaply its keeps us going at a decent level.

Where we go from here really is the big question, what his intensions are ? no one will know until he actually spells it out to us.

Dell Boi · September 1, 2011

How much are we worth currently?

Considering Liverpool was bought for £300 mil.

quayside · September 1, 2011

Zero, the source is Swiss Rambler.

Yes I remember Rambler's article. He wrote a good piece on the club finances but personally I didn't like his presentaton of some of the info.

quayside · September 1, 2011

Quayside, if the debt held in the holding company is not owed by the club itself then why is it being paid down? The £138m figure owed to MA by SJH Ltd in 2008 reduces to £132m in 2009. How and why?

I really hadn''t thought that there had been any reduction in any of the sums owed to Ashley in the published info. But I'll have a look at the accounts tomorrow and get back with an answer.

In the OP.

Was the 138m included in NUFC's own balance sheet?

No, 'Gross debt' but its the reductions in this debt that caused me to post this. Who is paying down this debt, from which sources and why? If its club money, then its not a LBO but not far away in principle.

Same as Quayside, I dislike the presentation of the OP because it's very misleading. I trust/hope you aren't intentionally do so.

So, the first question is, the 138m, what does that mean? It should be the price Ashley paid to the former owners and this is irrelevant to NUFC's own financial statement. It should be the price "paid by Ashley" rather than "owe to Ashley". So to say this is the money the club "owe to Ashley" is wrong, even though this figure does represent a bottom line for Ashley to sell the club for breakeven.

And the second question is, how does the amount get decreased? I am not sure but in accounting sense, the club cannot just pay out cash to its owner unless it's through drawings or dividends. The latter is impossible since the club is keep on making a loss. So my bet would be on drawings. But why? The 138m figure is not in balance sheet so I couldn't get it. Where do you get the figure and how do you know it's 132m later? Mind to show your source again? Apologize if you've already uploaded it somewhere.

The only scenario that makes your worries come true is the owner, in the name of SJH, did make a drawing of 6m and thus the 138m figure becomes 132m, which is still the bottom line for Ashley to break even. In fact nothing has changed - because by doing so the club's value gone downwards by 6m as well and this won't help him much to get a higher selling price. Whether Ashley can draw out 140m is really questionable - and I doubt whether the club has 140m net assets as well.

Quayside, I am not familiar with UK accounting, but is drawings like this allowed in UK GAAP?

Give me until tomorrow and I'll have a look at what happened and get back.

September 1, 2011

How much are we worth currently?

Considering Liverpool was bought for £300 mil.

Its hard to judge but it think i read somewhere we are worth around £120m, but the overall price would be our going value (£120m my guess) plus what he classes as his loan to us, so its around £250m to £300m all together. All my own guess work, i'm just going by what i've read and seen in the press and by looking at the annual statement from last year.

September 1, 2011

I think Ashley's long term plan is to sell the club at a break even point or a slight profit and I believe the club is set-up and being ran for that very purpose. He's lowering the operating costs while raising the revenue which will result in a profit. There will also be cash in the bank, lots of it, and there will be no debts to third parties. We pay transfers up front these days for example.

We have a relatively young and small squad that hasn't cost mega money nor takes mega money out in terms of huge salaries, a squad that can be added to for relative little outlay as well as proved with Ba, Marveux etc. The managerial decisions and transfer policy are key factors in this and key inficators. Hughton wanted to retain players with no resale value who were on high wages, Nolan, Barton etc.

He also wanted to keep salable assets like Carrol which goes against the club's 'resale value' transfer policy. Ashley had to sack him because Hughton wanted to keep those players and players like them and also add to the squad with proven Premier League players too. Take Sol Campbell for example. The club initialy backed his decision to bring him in but he was being paid a decent wage for sitting on his arse.

Hughton would argue that his experience would be worth it along with the fact he could come in if there were injuries but Ashley and co do not think like that. They think about costs and other money factors and not football factors. This is why Pardew was appointed, someone who would agree and work with them and their transfer policy.

We'll sell Tiote in January for example and the club will continue to do this selling for a profit until there is enough cash in the bank if you like to entice a would be buyer. That is why the stadium has been 'renamed' and advertising plastered all over the place - to say to a would be buyer look what you're buying, look what you get. You get a debt free club that owes no money to any outside parties. You get a club generating a huge turnover but with low operating costs.

A club making a profit. A club with money in the bank (Carroll, Nolan, Enrique, Tiote, season ticket money not just now but for X number of years). A club with its own stadium and state of the art facilities. A club with a prosperous youth system. A club with a young squad with protential. In many ways this is actually a good way to run the club but for us fans we will suffer because we'll keep seeing our best players sold or wanting away and we'll also miss out on many players because we wont pay the wages or fees.

Regarding the likes of Cabaye and Tiote and how we are getting these players, perhaps paying money up front is helping. I'd rather have 3.5m up front for example rather than 5m spread over 5 years or something. When will we get sold? That could happen this season or next or maybe 5 years time.

September 1, 2011

By the way, doesn't the club own some land around SJP? I'm sure I read or heard something about a protential hotel.

September 1, 2011

I think Ashley's long term plan is to sell the club at a break even point or a slight profit and I believe the club is set-up and being ran for that very purpose. He's lowering the operating costs while raising the revenue which will result in a profit. There will also be cash in the bank, lots of it, and there will be no debts to third parties. We pay transfers up front these days for example.

We have a relatively young and small squad that hasn't cost mega money nor takes mega money out in terms of huge salaries, a squad that can be added to for relative little outlay as well as proved with Ba, Marveux etc. The managerial decisions and transfer policy are key factors in this and key inficators. Hughton wanted to retain players with no resale value who were on high wages, Nolan, Barton etc.

He also wanted to keep salable assets like Carrol which goes against the club's 'resale value' transfer policy. Ashley had to sack him because Hughton wanted to keep those players and players like them and also add to the squad with proven Premier League players too. Take Sol Campbell for example. The club initialy backed his decision to bring him in but he was being paid a decent wage for sitting on his arse.

Hughton would argue that his experience would be worth it along with the fact he could come in if there were injuries but Ashley and co do not think like that. They think about costs and other money factors and not football factors. This is why Pardew was appointed, someone who would agree and work with them and their transfer policy.

We'll sell Tiote in January for example and the club will continue to do this selling for a profit until there is enough cash in the bank if you like to entice a would be buyer. That is why the stadium has been 'renamed' and advertising plastered all over the place - to say to a would be buyer look what you're buying, look what you get. You get a debt free club that owes no money to any outside parties. You get a club generating a huge turnover but with low operating costs.

A club making a profit. A club with money in the bank (Carroll, Nolan, Enrique, Tiote, season ticket money not just now but for X number of years). A club with its own stadium and state of the art facilities. A club with a prosperous youth system. A club with a young squad with protential. In many ways this is actually a good way to run the club but for us fans we will suffer because we'll keep seeing our best players sold or wanting away and we'll also miss out on many players because we wont pay the wages or fees.

Regarding the likes of Cabaye and Tiote and how we are getting these players, perhaps paying money up front is helping. I'd rather have 3.5m up front for example rather than 5m spread over 5 years or something. When will we get sold? That could happen this season or next or maybe 5 years time.

Good post

Most clubs in Holland are run that way, it works there but i doubt it'll work here as much, if it gets him out of our club though then so be it.

Sifu · September 1, 2011

I miss Mort

I think we all do. At least he talked to the fans....

themanupstairs · September 1, 2011

I think Ashley's long term plan is to sell the club at a break even point or a slight profit and I believe the club is set-up and being ran for that very purpose. He's lowering the operating costs while raising the revenue which will result in a profit. There will also be cash in the bank, lots of it, and there will be no debts to third parties. We pay transfers up front these days for example.

We have a relatively young and small squad that hasn't cost mega money nor takes mega money out in terms of huge salaries, a squad that can be added to for relative little outlay as well as proved with Ba, Marveux etc. The managerial decisions and transfer policy are key factors in this and key inficators. Hughton wanted to retain players with no resale value who were on high wages, Nolan, Barton etc.

He also wanted to keep salable assets like Carrol which goes against the club's 'resale value' transfer policy. Ashley had to sack him because Hughton wanted to keep those players and players like them and also add to the squad with proven Premier League players too. Take Sol Campbell for example. The club initialy backed his decision to bring him in but he was being paid a decent wage for sitting on his arse.

Hughton would argue that his experience would be worth it along with the fact he could come in if there were injuries but Ashley and co do not think like that. They think about costs and other money factors and not football factors. This is why Pardew was appointed, someone who would agree and work with them and their transfer policy.

We'll sell Tiote in January for example and the club will continue to do this selling for a profit until there is enough cash in the bank if you like to entice a would be buyer. That is why the stadium has been 'renamed' and advertising plastered all over the place - to say to a would be buyer look what you're buying, look what you get. You get a debt free club that owes no money to any outside parties. You get a club generating a huge turnover but with low operating costs.

A club making a profit. A club with money in the bank (Carroll, Nolan, Enrique, Tiote, season ticket money not just now but for X number of years). A club with its own stadium and state of the art facilities. A club with a prosperous youth system. A club with a young squad with protential. In many ways this is actually a good way to run the club but for us fans we will suffer because we'll keep seeing our best players sold or wanting away and we'll also miss out on many players because we wont pay the wages or fees.

Regarding the likes of Cabaye and Tiote and how we are getting these players, perhaps paying money up front is helping. I'd rather have 3.5m up front for example rather than 5m spread over 5 years or something. When will we get sold? That could happen this season or next or maybe 5 years time.

:thup:

The dilemma for all connected to NUFC is in how to achieve that delicate balance between running a healthy and viable/profitable business to satisfy the club's owners/shareholders, and delivering enough success on the pitch to placate the supporters on the emotional side of things. It really is a delicate balance, and I do believe that the manager here is key to this. If there was a manager in place who got his relatively small squad to play good attractive football, I believe it would go a long way to keeping the supporters happy. In our case, we tend to get more annoyed and less patient when we see dour long ball rubbish as deployed by Sam Allardyce, whereas there was a positive general feeling when we were in the CCC, and played some good football at times under Hughton.

At the end of the day, yes the football club is a business, and the football played on the pitch, regardless of the personnel, is the product provided to its paying customers. What I'd say to Ashley is, keep us entertained, with a relatively reasonable amount of success, and run the club any whichever way you want to.

Kanji · September 1, 2011

I work for a major REIT, and I underwrite assets - wish I could just underwrite this one and save us all from this. Unfortunately, I can't do that.

NUFC - A leveraged buyout?

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