This keeps getting repeated, but the truth is we don't know the details around this, as it is not a uniform law across business. Different conditions may apply. It could be that shares change from B to A only if they are sold on the open market, which would make sense for obvious reasons. Or perhaps the Glazers don't trust each other and have this to prevent other siblings secretly selling class B shares to a third party. So, maybe B shares stay B if they are sold to a third party by unanimous vote.
Or this could be entirely wrong. We just don't know enough.
All of these acquisitions could potentially change the biz structure. I seriously doubt, as
@Woziak mentioned, that institutional investors would put up over 1billion without a seat on the board and for class A essentially non-voting shares. If, on the other hand, we had Jack Welch / Steve Jobs / Elon Musk as CEO with a proven record of driving extreme shareholder value, maybe you’d see large cash injections for substandard equity positions, but post SAF, there is no evidence to indicate the Glazers are management geniuses. The opposite, in fact.
The IPO SEC filing:
"Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares of our capital stock. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. In addition, our Class B ordinary shares will automatically convert into shares of our Class A ordinary shares upon certain transfers and other events, including upon the date when holders of all Class B ordinary shares cease to hold Class B ordinary shares representing, in the aggregate, at least 10% of the total number of Class A and Class B ordinary shares outstanding. For special resolutions (which are required for certain important matters including mergers and changes to our governing documents), which require the vote of two-thirds of the votes cast, at any time that Class B ordinary shares remain outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders."
https://www.sec.gov/Archives/edgar/data/1549107/000104746912008161/a2210672z424b4.htm
By reading of the SEC filing, the second sentence says it all. The Glazers clan own 69% of all shares. They’ve already lost Class B rights unless Class A shares held are under 10% of the entire number of shares outstanding. I know they have other institutional investors…not sure if they hold A or B shares. The Glazers control everything now because they have 69% of all shares held. Once they dip below the 67% mark (which they would, if they accepted another multibillion offer for the other Glazer children shares), they effectively lose control of the company.
Scenario 1: Carlyle or another group buy shares of group of 4 Glazers who want out. Those shares convert to Class A shares, it’s above 10%, therefore if Joel/Avram don’t sell, their shares still convert to Class A, one vote per share. They now have the same piece of the company, but are no longer holding Class B shares, which no longer exist. And, since the two of them only have 33%ish, they have lost control.
Scenario 2: Over 10% of outstanding shares are Class A currently, before the sale of shares by the Raine Group. In this case, all shares are Class A, but the Glazers have a voting block of 69% and therefore have been able to maintain control over the management of the club. Once the Gang of 4 Glazers are bought out, you have a situation where no group will own 67%, but all shareholders are equal and any company resolution would require 67% of shareholders approval.
Scenario 3: they rip up the bylaws and build in an new share structure. I don’t see this as likely as there may be certain laws they need to abide by to fulfill SECgoverning requirements.