ALL issues relating to the bond issue and club finances

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I thought the Management fees would go following the IPO.
I haven't found any specific mention of this though. Anyone?

Page 108

Consulting Fees

We incurred a management fee of £2.9 million in fiscal year 2009, £3.1 million in fiscal year 2010, and £7.2 million in fiscal year 2011, payable to our principal shareholder, Red Football LLC. We also incurred a consultancy fee of £2.9 million in fiscal year 2009, payable to SLP Partners LLC, a company also controlled by affiliates of our principal shareholder. The management and consultancy fees paid to Red Football Limited Partnership and SLP Partners LLC were for the provision of consulting services to us, including strategic, sponsorship, commercial partnership, marketing, finance and related advice, and such other services consistent with those we reasonably required. For the year ended June 30, 2012, we paid management fees equal to to Red Football Limited Partnership.

The consulting and management arrangement with SLP Partners LLC was terminated in 2010. Prior to this offering, we intend to terminate the management arrangement with Red Football Limited Partnership. No additional management or consultancy fees will be paid after this offering is consummated.
 
Can someone explain what happened with the PIKs? I thought those were the Glazer's debt, not the club's yet the club spent over £100m on it?
 
Can someone explain what happened with the PIKs? I thought those were the Glazer's debt, not the club's yet the club spent over £100m on it?
Anyone?

"Repayment of secured payment in kind loan" listed as £138m in 2011. Does this not completely contradict Gill?
 
Thats just a figure to test for interest. If the buyers are there it will go the full amount of the debt. If I was an investor I wouldn't touch these shares though.

The investors are no fools and they will came up with same conclusion as you but I think that buying shares in a football club isn't only about making profits, this has also to do with emotions and making a political and a culture statement. One reason to buy shares in a football club is to show who you are and who you support. Also values and culture identity comes in to the picture.

United has built their success on organic growth. Good management together with smart investments has made us to the biggest club in the world. Investors like this, especially when we compete with clubs who have other values. But not only this. The clubs is owned by people who knows how to do biz the right way. The Glazers isn't popular among a large pert of the local supporters but I'm quite sure the investors see it differently. Many leaders are also very impressed with our manager. Sir Alex Ferguson is a cult figure, many leaders use his management is a blueprint for success and successful leaders like other strong characters.

The IPO and how it's conducted isn't revolutionary or anything new, other company's have done this before. A famous car company did it 20-25 years ago with a successful result. It started as a fight about dividends between the minority owners and the board. In the end the company bought back the shares from the IPO for a fraction of the original price. You can practically say that the majority owners bought the rest of their own company for others money. Smart but not so ethical. Maybe our owners remembers this and tries to do the same.
 
Anyone?

"Repayment of secured payment in kind loan" listed as £138m in 2011. Does this not completely contradict Gill?

Yes, the lying cnut.

We have more banks working on the IPO than fit center midfielders.

feck off. Absolute joke.
 
Can someone explain what happened with the PIKs? I thought those were the Glazer's debt, not the club's yet the club spent over £100m on it?

Again, this is simply an accounting formality following the repayment of the PIK loan in November 2010 by the Glazer family (that £111m of interest was the interest accrued on the original £138m loan between Aug 2006 and Nov 2010). No club funds were used to repay the £249m PIK loan.
 
Anyone?

"Repayment of secured payment in kind loan" listed as £138m in 2011. Does this not completely contradict Gill?

No. The principal amount of the loan (138m) plus all the rolled-up and accrued interest (110+m) was repaid by "Proceeds from issue of shares" of 249m in the 2011 financial year. The Glazers (via RF LLC Delaware) by buying the shares, injected the cash to cancel the PIKS.
The prior year cash flow accounts in the prospectus are for Red Shareholder and will therefore include the Glazer's own debt, the pik.

Edit: As said.
 
Not overly bothered by any of this.

Seems to be the long-game with the NYSE! United have been told that perhaps the club is overvalued. So let's get rid of some debt and increase the cashflow, with low-value, no-vote, no dividend shares.

Establish the price of those shares at issue and in the market - and then see what the appetite is for that. Worst case $100m (if that is the right figure) debt is paid down. Best case - company is worth more for it and Glazers can gauge the issue of up to 49% issue on better terms (for the investors - so therefore worth more).
 
The debt and the Glazer's will get some attention from United fans over the next week or so, by next week the majority of United fans will go back to having little interest in the debt of the club.
 
Always interesting reading your input lads. You must have a nous for business that I just don't have. Goes way over my head.

Keep up the good work!
 
NYC flotation document

2010 net debt was £360m. Today £423m, despite £100m of bond buybacks. Hence need to raise equity to pay it down.

The A shares issued will have 10 times less voting rights than the B shares which are 100% owened by the Glazers.

The words Caman Islands are used 91 times throughout the document and indebtedness is not far behind.

Between 09-11 spent £125m on players and received £153m for players sold. -£28m nett. Loan interest payments of £244.9m

Document "our indebtedness could adversely affect our financial health and competitive position" - This is quite a contrast to the lies we have been told by Gill & SAF.

"We intend to use all the net proceeds to reduce the indebtedness"

A document of this nature does need to list all risks but it's pretty obvious which is the main one and that is our new word for the day, "indebtedness"

Essentially we don't have a Ronaldo to sell and we didn't make the finals of the CL so we need to raise cash and fast!

Made in Manchester, owened in America registered in the Cayman Islands!
 
NYC flotation document

2010 net debt was £360m. Today £423m, despite £100m of bond buybacks. Hence need to raise equity to pay it down.

The A shares issued will have 10 times less voting rights than the B shares which are 100% owened by the Glazers.

The words Caman Islands are used 91 times throughout the document and indebtedness is not far behind.

Between 09-11 spent £125m on players and received £153m for players sold. -£28m nett. Loan interest payments of £244.9m

Document "our indebtedness could adversely affect our financial health and competitive position" - This is quite a contrast to the lies we have been told by Gill & SAF.

"We intend to use all the net proceeds to reduce the indebtedness"

A document of this nature does need to list all risks but it's pretty obvious which is the main one and that is our new word for the day, "indebtedness"

Essentially we don't have a Ronaldo to sell and we didn't make the finals of the CL so we need to raise cash and fast!

Made in Manchester, owened in America registered in the Cayman Islands!

Net debt is a useless figure for discussion. It's clear the debt will become a problem eventually, if not now. It's better to support the Glazer's on the point of this share issue. It's a good move, with the end goal, a debt-free club.
 
I am shocked at what I have just heard on Sky about this floatation.
Saying that the debt was affecting our ability in the transfer market, well we all knew that despite what was being said but saying that the debt is affecting day to day running and ability to pay the staff was a surprise.
 
I am shocked at what I have just heard on Sky about this floatation.
Saying that the debt was affecting our ability in the transfer market, well we all knew that despite what was being said but saying that the debt is affecting day to day running and ability to pay the staff was a surprise.

Is this from the Risk Factors section of the prospectus?
 
There is, however, a formal warning that United's debts, wholly imposed by the Glazers' original takeover, "could adversely affect our financial health and competitive position"


Tell us something we didn't already know! All of this despite the Gills denials obviously.
 
Why do people keep having a go at Gill?

What is the CEO meant to say? It's like we've got a bunch of kids in here...Of course we would be better off with the 50mil we pay in interest for our loans, it doesn't take David Gill to spell that out for people, does it?

Of course in an ideal world, we wouldn't have been taken over via a LBO...but this is the hand we were dealt. So Gill, Fergie and everyone else has tried to put a positive spin on things, while we try to ride out the worst of it.

What is so revealing about any of that?
 
I think this is more to do with a prelude to a sale rather than servicing the debt.
 
Why do people keep having a go at Gill?

What is the CEO meant to say? It's like we've got a bunch of kids in here...Of course we would be better off with the 50mil we pay in interest for our loans, it doesn't take David Gill to spell that our for people, does it?

Of course in an ideal world, we wouldn't have been taken over via a LBO...but this is the hand we were dealt. So Gill, Fergie and everyone else has tried to put a positive spin on things, while we try to ride out the worst of it.

What is so revealing about any of that?

I think the problems people have with Gill are his comments before the takeover then subsequent complete about turn. I'm sure the fact that he has almost doubled his wages since the Gazers took over has nothing to do with it though.
 
Investors typcally hate being prejudiced against. I work at a bank in London and typically have to convince clients that want to keep a tight leash over voting control that it is a bad idea. I mean, i have a portfolio of companies that I invest in personally but I would never enter into a position like that even if i am only owning 0.0000001% of a company and my vote would matter little anyway.

Nevertheless, the dual share structure has worked for some companies. The Murdoch run News International as a good example. If you ignore the battering their share price has taken post the failed Bskyb bid and post the phone hacking scandal, it was a very successful media company despite its obviously flawed share structure.

I would point out a few things in case people are wondering, I have only skimmed over the short-form prospectus atm so can't be too thorough. Sorry if you knew this already, I don't mean to patronise.

The actual amount raised will be more than US$100. I phoned my mate at Jefferies in London and he said he would ask around as he knows a few people @ the NY office. Initial thoughts were this could be over US$500m, and anywhere up to US$1bn. It all depends on investor demand. If they can get the price they want (i will come onto this in a minute) then I can definitely see them flogging US$1bn. This is for 2 reasons. The first is that share sales are expensive. (genius) Let me elaborate. The cost of MUFC listing in NY without any sale of shares will still be high. Listing fees, acc fees, legal fees. That whole document of 283 pages would have been prepared even if they weren't selling any shares at all. That is required just to list as a public company. Therefore it is cost effective to split your fixed costs (those mentioned above) over as large a transaction size as possible. The only cost that will increase is the listing fees (negligably) and underwriting fees (massively). They also do not have the problem of losing control of the company (as outlined above). Basically, if demand is there, they will make the most of it. We won't know the banking fees until the underwriting agreement is finalised. Typically in the US legal fees are lower than the UK but banking fees are higher.

Markets are picking up nicely at the moment. The IPO market is still pretty lethargic after a really promising start to the year. Still a lot of anger about following the Facebook debacle so there is some weariness that may detract from our valuation. Morgan stanley off the syndicate was a good move; they were one of the main protagonists for the Facebook valuation and so are keeping their head down at the moment. Could be other reasons like they didn't agree with the Glazer's valuation though - proven by the existence of Jefferies as the lead bookrunner (unusual to say the least) as smaller banks like Jefferies suggest higher valuations to get onto syndicates they wouldn't otherwise have got anywhere near. I have absolutely no idea baout valuations at this point, but the banks must be nearing the Glazer's estimation for this to be proceeding now - 90 days to get it done.

The risk factors. Whilst it might look all doom and gloom, the factors listed in this section as 'threats' to the business is just complete legal bollocks that covers the companys backs should a doomsday scenario occur. They are just used to inform potential investors of the absolute worst case scenario so that they can't be sued should that 0.000001% chance of it occurring actually happen. Things like the Premier League/Sky may fold, we might lose all our sponsors etc. Nothing whatsoever to get worried about.

Dividend policy. Very good bit of news. No dividends will be payable to holders of A Shares for the foreseeable future. Whilst this is not 'binding' in the sense that dividends may be paid in the future at least it shows that the Glazers see the need to retain any profits in the near future for investment in players, and to pay down any debt (if there is any left) after the IPO. However, hidden away in the doc is a sneaky little £10m dividend paid to the Glazers in April of this year.

Use of proceeds. ALL OF THE PROCEEDS WILL BE USED TO PAY DOWN DEBT. WOOP!

Over-allotment option. Once the size of the offering has been clarified and the bookbuild is finished (the order book), the banks may sell additional shares on top of the total amount to be raised to satisfy demand in the secondary market. Essentially -the Glazers will only get any cash after all of the new shares have been sold, and it will be their existing shares that they are selling.

Management/consultancy fees. We paid c.£10m in total to the Glazers for these 'services' in the last 12 months. Again not great but not the end of the world. This kind of thing does not go down well at all with investors when the existing principal shareholder pays himself through the premise of 'consulting'. It certainly wouldn't be very attractive were it to remain in place but thankfully the plc will dispense with these 'services' prior to listing so no more hidden payments made to them.

Cayman Islands incorporation. Means absolutely nothing. No doubt newspaper boards will be full of "they don't even pay tax in this country, the robbing bastards" and we will ge the Jimmy Carr treatment. Fact of the matter is that we will be paying tax in the US (lower than the UK, but not Jersey low) so we will still be paying tax, just not in this country. Purely for capital gains tax reasons I believe although I am no where near knowledgable enough to confirm (lawyer in our team deals with all that nonsense).

Sorry for the long post. My dad rang me up to ask what was going on with it so assumed there might be others who are curious.

A rather longish but informative post by a newb regarding this.
 
Is this from the Risk Factors section of the prospectus?

Yes it is. Later on in the same report they show how well we're coping with it all. Everyone is going to concentrate on this now instead of the far more substantial issues it raises.
 
Yes, I think.

Yes it is. Later on in the same report they show how well we're coping with it all. Everyone is going to concentrate on this now instead of the far more substantial issues it raises.

I ask because these risk factors aren't exactly what's happening. Its just a list of things that MAY happen.

Most companies have this in the prospectus. Like for egs, Samsonite's had: Disrepute of the brand name, disingenuous activities of outsourced work etc. Doesn't mean its happening.
 
I ask because these risk factors aren't exactly what's happening. Its just a list of things that MAY happen.

Most companies have this in the prospectus. Like for egs, Samsonite's had: Disrepute of the brand name, disingenuous activities of outsourced work etc. Doesn't mean its happening.

I know, I've been saying it all night yet all everyone is doing is coming on saying look its proof Gill is lying I was right and acting smug. The same risk factors also says we're in danger of relegationor getting banned by fifa, uefa, fa, yet no one is reporting on that.
 
I know, I've been saying it all night yet all everyone is doing is coming on saying look its proof Gill is lying I was right and acting smug. The same risk factors also says we're in danger of relegationor getting banned by fifa, uefa, fa, yet no one is reporting on that.

I'll add myself to the list. ;)

"Our indebtedness could adversely affect our financial health and competitive position." Finally admitting what a lot of us have effectively been saying for years...
 
Why do people keep having a go at Gill?

What is the CEO meant to say?

Not lie, keep quiet?

A simple "We do have a high debt burden, but we're managing fine at this moment in time, and working very hard to alleviate the situation" would work well, I would think...
 
@ Sultan - He can't keep quiet, and you know that. You let one side speak without responding, they get to control the tone of the conversation in the media.

Once he decided to speak, he had to toe the company line, which he did.
 
could a kind friendly mod please promote him.

Promoted
Investors typcally hate being prejudiced against. I work at a bank in London and typically have to convince clients that want to keep a tight leash over voting control that it is a bad idea. I mean, i have a portfolio of companies that I invest in personally but I would never enter into a position like that even if i am only owning 0.0000001% of a company and my vote would matter little anyway.

Nevertheless, the dual share structure has worked for some companies. The Murdoch run News International as a good example. If you ignore the battering their share price has taken post the failed Bskyb bid and post the phone hacking scandal, it was a very successful media company despite its obviously flawed share structure.

I would point out a few things in case people are wondering, I have only skimmed over the short-form prospectus atm so can't be too thorough. Sorry if you knew this already, I don't mean to patronise.

The actual amount raised will be more than US$100. I phoned my mate at Jefferies in London and he said he would ask around as he knows a few people @ the NY office. Initial thoughts were this could be over US$500m, and anywhere up to US$1bn. It all depends on investor demand. If they can get the price they want (i will come onto this in a minute) then I can definitely see them flogging US$1bn. This is for 2 reasons. The first is that share sales are expensive. (genius) Let me elaborate. The cost of MUFC listing in NY without any sale of shares will still be high. Listing fees, acc fees, legal fees. That whole document of 283 pages would have been prepared even if they weren't selling any shares at all. That is required just to list as a public company. Therefore it is cost effective to split your fixed costs (those mentioned above) over as large a transaction size as possible. The only cost that will increase is the listing fees (negligably) and underwriting fees (massively). They also do not have the problem of losing control of the company (as outlined above). Basically, if demand is there, they will make the most of it. We won't know the banking fees until the underwriting agreement is finalised. Typically in the US legal fees are lower than the UK but banking fees are higher.

Markets are picking up nicely at the moment. The IPO market is still pretty lethargic after a really promising start to the year. Still a lot of anger about following the Facebook debacle so there is some weariness that may detract from our valuation. Morgan stanley off the syndicate was a good move; they were one of the main protagonists for the Facebook valuation and so are keeping their head down at the moment. Could be other reasons like they didn't agree with the Glazer's valuation though - proven by the existence of Jefferies as the lead bookrunner (unusual to say the least) as smaller banks like Jefferies suggest higher valuations to get onto syndicates they wouldn't otherwise have got anywhere near. I have absolutely no idea baout valuations at this point, but the banks must be nearing the Glazer's estimation for this to be proceeding now - 90 days to get it done.

The risk factors. Whilst it might look all doom and gloom, the factors listed in this section as 'threats' to the business is just complete legal bollocks that covers the companys backs should a doomsday scenario occur. They are just used to inform potential investors of the absolute worst case scenario so that they can't be sued should that 0.000001% chance of it occurring actually happen. Things like the Premier League/Sky may fold, we might lose all our sponsors etc. Nothing whatsoever to get worried about.

Dividend policy. Very good bit of news. No dividends will be payable to holders of A Shares for the foreseeable future. Whilst this is not 'binding' in the sense that dividends may be paid in the future at least it shows that the Glazers see the need to retain any profits in the near future for investment in players, and to pay down any debt (if there is any left) after the IPO. However, hidden away in the doc is a sneaky little £10m dividend paid to the Glazers in April of this year.

Use of proceeds. ALL OF THE PROCEEDS WILL BE USED TO PAY DOWN DEBT. WOOP!

Over-allotment option. Once the size of the offering has been clarified and the bookbuild is finished (the order book), the banks may sell additional shares on top of the total amount to be raised to satisfy demand in the secondary market. Essentially -the Glazers will only get any cash after all of the new shares have been sold, and it will be their existing shares that they are selling.

Management/consultancy fees. We paid c.£10m in total to the Glazers for these 'services' in the last 12 months. Again not great but not the end of the world. This kind of thing does not go down well at all with investors when the existing principal shareholder pays himself through the premise of 'consulting'. It certainly wouldn't be very attractive were it to remain in place but thankfully the plc will dispense with these 'services' prior to listing so no more hidden payments made to them.

Cayman Islands incorporation. Means absolutely nothing. No doubt newspaper boards will be full of "they don't even pay tax in this country, the robbing bastards" and we will ge the Jimmy Carr treatment. Fact of the matter is that we will be paying tax in the US (lower than the UK, but not Jersey low) so we will still be paying tax, just not in this country. Purely for capital gains tax reasons I believe although I am no where near knowledgable enough to confirm (lawyer in our team deals with all that nonsense).

Sorry for the long post. My dad rang me up to ask what was going on with it so assumed there might be others who are curious.
 
The actual amount raised will be more than US$100. I phoned my mate at Jefferies in London and he said he would ask around as he knows a few people @ the NY office. Initial thoughts were this could be over US$500m, and anywhere up to US$1bn.

For that amount they would surely be looking at a 30-40% stake?
 
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