Club Sale | It’s done!

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Yes, there's the dilemma of Class A and Class B shares. That was a scheme set up by the Glazers so that none in the family could sell away any significant power in the company without the approval of the majority in the family, but still individuals could sell their shares as they saw fit if they wanted to/needed the money. Those who purchased the converted A shares got ownership in the club and will get the same financial benefits as the B shares when it comes to dividends and club value, just not the voting power.

There is also a subclause that says that in shareholder votes, the Class B shares always constitute two thirds of the voting, so if all the class B shares were sold as Class A bar one, the one remaining class B share would control the club. Collectively these particular rules might be so heavy handed as to be deemed unreasonable by a court. It would be funny if the Glazer greed to sell shares but keep control turned out to be their undoing.
 
Removing the debt and further investment in the club hold no value in this process. Raine Group’s job is to maximize the profit of shareholders essentially. They have been hired by the board of directors, which in turn is hired by shareholders. If there is an offer that maximizes the profit of shareholders but completely destroys the club afterwards, the Raine group should recommend it and the board of directors should accept it (otherwise they are fecking the shareholders). So the loyalties are to the shareholders, not to some ‘abstract’ notion of the club.

However, all shareholders should be treated equally and if the board decides to feck 31% of shareholders so the other 69% (the Glazers) get a better deal, then they risk being sued by the other shareholders, some of which are powerful hedge funds. That’s why I think the Glazers will either sell to Qatar, or just not sell at all.

This process has never been (legally) about Glazers selling their shares only. It was the club being sold or club getting minority investment. For Glazers to have sold only their sales, it should not have been a public bidding process in the first place organized by the board of directors. No one could have stopped Glazers to sell their own shares to third parties in stock exchange (which they have done many times in the past), but the moment the board decided to sell the club in a public bidding process, they need to take care of interests of other shareholders too.

So if the leeches wish to attach themselves onto the Rat, they may well let this ‘sale’ process end, and then simply sell their shares to him afterwards?
 
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Good points, but previously you stated you could not understand why the Glazers could not sell their shares privately.

The reason, at this stage, is that United entered into a strategic plan.

When that plan was announced the shares shot up in value, possibly the highest they have ever been.

Shareholders reacted to the statement, they relied on it and decided whether the sell and or not their shares.

Now the strategic plan is a company plan. The Glazers can not stop the board considering the outcome.

Sure the Glazers may reject the choice but then equally they can not then sell their shares privately at this time.

They could withdrawn and start again privately, but they have not done that and it is a fair question to ask why not. Perhaps because the status quo does not work and there is pressure from within

In terms of dollar value the A shares were sold under the guise of the same monetary value, Malcolm selling off 10% of the club. It that is not know the case then why not what changed was is misrep?
Either way, not selling now could cause legal trouble.

The board should accept the 38$ share deal. After all, it is 50% premium on current value and around 300% of the value of United before Glazers deciding to sell. Not accepting that deal would be betraying the shareholders.

Now the board accepting such a deal, but the Glazers rejecting it might be cause of legal trouble too, cause half of the board are essentially the Glazers siblings and them voting on the board to accept the deal, but voting against it later would be a bit weird.

Voting against it, and then immediately entering private negotiations with SJR would be a cause of legal fights too.

I guess they could decide feck it, let’s just not sell, which will likely immediately send the club’s stock on single digits (their wealth essentially being lowered by 60-70%, and by 80%+ compared to having sold it to Qatar), wait for another few years to sell it, during which time there is no guarantee that they will get a better deal.

I think it is very likely that they will sell. It would be both brave and stupid to not sell it now.
 
The board cannot accept or reject any sale, since the board cannot sell the club. It is the shareholders who sell their ownership in the club. And the ownership decides who the board are.

I know that the Glazers essentially controls the board. And in the legal sense the board must protect the interests of all shareholders, but just because Glazers are on the board, does not mean that they privately have to do as the board would recommend.

And if the board ever acts in a way the majority owners/votes disagree with they can call for an immediate shareholder meeting to kick out the existing board and elect a new board that will do as they want. But that is for matters of running the club i e. which people to hire for roles in the club, which players to buy/sell, what sponsorship agreements to sign and so on.

The board does not govern what the owners do with their shares. Because it is the owners shares that give power to the board.
The board ultimately will either vote for the deal or against the deal (it being selling the club). Then it goes to a vote of all shareholders selling the club at x$/share or not. If the majority (or supermajority depending on the status) vote for, the club gets sold, otherwise it won’t.

If the Glazers vote against the deal in the board, they can block the deal considering that they own half of the seats (in a deadlock the chairman, in this case Avram and Joel cast decisive votes), but then the board/company can get sued from minority investors and they need to justify why the voted against such a great deal. If the Glazers vote for such a deal, and then in the shareholders voting against it, that is a cause for legal trouble too (why first yes, then no).

Bear in mind, this is only if Glazers vote as a block. It might be possible for Joel/Avram to vote against it while the others yes, and they control just slightly above 1/3 of the voting rights to block a deal.
 
So if the leeches wish to attach them onto the Rat, they may well let this ‘sale’ process end, and then simply sell their shares to him afterwards?
Potentially yes, but for that to happen the board (which is controlled by them) should first reject the offers of Rat and Qatar. Then they will get sued to death by various hedge funds and the process will get dragged for a long time.

If they immediately process to privately sell after fecking the other shareholders, they will be doubled sued to death.
 
If the Glazers vote for such a deal, and then in the shareholders voting against it, that is a cause for legal trouble too (why first yes, then no).

I'm not saying there might not be legal challenges if they do this. But I can't see that Glazers wouldn't be in their right to do as they want.

Wouldn't this question be answered by stating that acting in the capacity of board members (and Chairpersons) they recommended to the shareholders that they should sell to Jassim.

But taking off the board hat to separate the roles, as private individuals who own the shares they decided that they did not want to because they felt that another option is better for them?


PS: Really enjoyed discussing this with you, one of the few level headed discussions I've had on here. (But also won't spend much more of my day here, about to have some beers.)
 
So if the leeches wish to attach them onto the Rat, they may well let this ‘sale’ process end, and then simply sell their shares to him afterwards?
Potentially yes but I’d hazard a guess they’d still get sued in such an instance. The law isn’t that static and would take intent deeply into account - this sale has been extremely public so by following the above process, they’d simply be trying to bypass the law, which should technically be legal but no way the courts ignore prior events and minorities will still sue.
 
I'm not saying there might not be legal challenges if they do this. But I can't see that Glazers wouldn't be in their right to do as they want.

Wouldn't this question be answered by stating that acting in the capacity of board members (and Chairpersons) they recommended to the shareholders that they should sell to Jassim.

But taking off the board hat to separate the roles, as private individuals who own the shares they decided that they did not want to because they felt that another option is better for them?


PS: Really enjoyed discussing this with you, one of the few level headed discussions I've had on here. (But also won't spend much more of my day here, about to have some beers.)
Legal challenges can block the sale though. It happens all the time for even smaller things (like Activision deciding to sell to Microsoft but being blocked in anti-competition grounds, same for Arm and Nvidia). So the Glazer should be very confident that they would win a lengthy legal battle (against some rich hedge funds to pull such a move). Maybe they will, but it seems high risk, low reward. In case they try that and they failed, they essentially have converted a 6-6.5B dollar asset (on which they own 2/3 of it) into a 2B dollar asset, best case. So instead of getting 4B+ they would be owning a 1.5B- asset in their hands. It is quite risky just so Avram and Joel can stay on the club for another 3 years in hopes that the asset appreciates in value even more.
 
Actually feeling a little sorry for you lot. Insane that this is dragging on for so long without any proper updates.
We are very much used to being left in the dark with these owners. We have had next to nothing from them over the years, not even a f*ck you.
 
Actually feeling a little sorry for you lot. Insane that this is dragging on for so long without any proper updates.

It’s nothing new tbh, pretty much sums up the way we’ve been run under the Glazers. Would have been a bigger shock if this had been all concluded by the end of Q1 as estimated/hoped for at the very start back in November last year.
 
Why does that change the situation? The minority cannot force the majority to sell their shares? So if the majority for whatever reason does not want to sell to someone bidding for all the shares then they don't have to?

Even if the board has to make changes to the statutes to ensure whoever the Glazers (the majority) now sells their B shares to will retain the voting power of the B shares instead of converting to A shares, then the board is not doing anything that lowers the value of the A shares? They have always had less voting rights, the owners of A shares knew this when they bought the A shares?

The board has a duty to maximize the value of the shareholders shares, but the board cannot force a shareholder to sell their shares. Meaning if holders of B shares don't want to sell to someone if the share don't remain B shares for the new purchaser, then no value is lost for owners of A shares? They still have the same value they had previously?



As I mentioned above (maybe not as eloquently as I should). The board cannot force someone to sell their shares? So if owners of Class B shares will not sell away their shares with majority voting power to any party without the shares retaining the same voting power for the purchaser, then no value is lost for owners of Class A shares? They still have the same value as previously?

It doesn't matter to the majority that the minority is not getting what they want?

The Glazers own 66.9% of the shares in the club, but have 95.16% of the voting power in the club. Meaning the board cannot do anything that the Glazers don't want.
The board must comply with what the majority voting power wants, or the board will be replaced. If the majority wants to make it so that owners of Class B shares can sell their Class B shares to Ratcliffe (or anyone else) without the shares converting to Class A shares, then the board can do that? No value is lost for the A shares compared to what they already had before any changes was made? No best interests are lost, cause they didn't already have those interests anyway?

And is rules regarding A and B shares even something the board has a say in? I would think the rules around this is governed by a Shareholders Agreement? Which is something the shareholders agree among themselves, which the board has no say in because it ultimately decides the mandate and powers given to the board?

Maybe I'm just not getting it, but I think it comes down to that if all the shareholders don't agree on something, then it's impossible for the board to act in everyone's best interests, since their interests differ. The board has to act in the way the majority wants, without hurting the value the minority already has. Moving the B shares and thus their voting power to another person/company does not alter the value the A shares had before the transaction?
Here the issue is that when they come to sell it comes before the board.

A takeover process would be triggered, the purchase of about 34% of the shares, sufficient to block any resolution.

If Sir Jim buys more than 34% it will be deemed to be a takeover and he would have to bid for the whole çlub.

The matter would go before the board.

The board may be questioned why they failed to take a previously higher offer from Jassim. It becomes a legal minefield.

Also if they changed the voting power of the new owners shares to remain as class B, they are altering the basis on which those class A shares were sold , that class B would only apply to the Glazers and there would be a reasonable expectation that at some point those shares would be absorbed into class A shares - on their sale. Now they are seeking to change the whole nature of that understanding?
 
Legal challenges can block the sale though. It happens all the time for even smaller things (like Activision deciding to sell to Microsoft but being blocked in anti-competition grounds, same for Arm and Nvidia). So the Glazer should be very confident that they would win a lengthy legal battle (against some rich hedge funds to pull such a move). Maybe they will, but it seems high risk, low reward. In case they try that and they failed, they essentially have converted a 6-6.5B dollar asset (on which they own 2/3 of it) into a 2B dollar asset, best case. So instead of getting 4B+ they would be owning a 1.5B- asset in their hands. It is quite risky just so Avram and Joel can stay on the club for another 3 years in hopes that the asset appreciates in value even more.


Oh I know legal challenges can hold up the process. But it should also be easier for a court to decide if rules were broken or not in the sale of shares.

They don't have to make a legal estimated guess on if United would become a monopolistic dominant force if the shares are sold to one party over the other like in the anti-competition lawsuits you mentioned.

I also don't agree that the value would depreciate as low as 2B (or even below 5B) should they lose a lawsuit which blocks them from selling to Ratcliffe. Then they either sell to the other party at their offered price, or possibly slightly lowered.
If Jassim then tries to argue that he shouldn't pay as much if they can't sell to Jim then they can decide that now is not the right time to sell after all. Manchester United is a unique piece of art that won't depreciate in value unless they stop having a fanbase that spends money on the club.

The shareprice might fluctuate, but that doesn't change the value of the club at the time of a sale. (Which is why Jassim is offering more than what the shares are technically worth.)

But yes, this is a simplistic take on it, the majority of the Glazers obviously prefer to sell now, for the best possible deal they personally can get, so that all the siblings are happy.
If they have to spend extra time to make sure that they pick the best possible deal they can (legally) get away with then they will spend that time.

All shares/stock market is essentially gambling anyway. Governed by individuals willingness to take risks based on what they THINK will be best, not necessarily what is percentage-wise the most likely best option.

If everything was ruled by logic then anyone could make money as long as they made the most logic choice, knowing that everyone else will make the same choice because it's the most logic choice. In reality we have winners and losers. (And most of the time under capitalism, the winners keep on winning.)
 
Actually feeling a little sorry for you lot. Insane that this is dragging on for so long without any proper updates.

They’re owners who genuinely have no care for the club they inherited.

They’re also incredibly privileged people who were given everything they have on a plate, which tends towards lower empathy in my experience.
 
I'll take any sale where the Glazers lose Majority control at this point but don't think we'll get it
Coming around to this now. Two Glazers don’t want to sell and that’s it. OT will rot and a division will set in on the board that will turn nasty.
Two Glazers were caught out in what they were trying here and it’s all come crumbling down around them. Hopefully there’s 2/3 majority involved somewhere that can smoke them out
 
Here the issue is that when they come to sell it comes before the board.

A takeover process would be triggered, the purchase of about 34% of the shares, sufficient to block any resolution.

If Sir Jim buys more than 34% it will be deemed to be a takeover and he would have to bid for the whole çlub.

The matter would go before the board.

The board may be questioned why they failed to take a previously higher offer from Jassim. It becomes a legal minefield.

Also if they changed the voting power of the new owners shares to remain as class B, they are altering the basis on which those class A shares were sold , that class B would only apply to the Glazers and there would be a reasonable expectation that at some point those shares would be absorbed into class A shares - on their sale. Now they are seeking to change the whole nature of that understanding?

As far as I understand there is no such takeover process for stocks on the NYSE. The rules in the US is if someone acquires more than 5% they need to file with the SEC if they intend to do a full takeover or not. And if they intend to do a full takeover they need to give a tender offer to all shareholders. But if they file no about a full takeover they can still acquire 51%+ without having to do a tender offer for all of the stocks.

There is no 30% Takeover Code as there is in the UK.


 
They’re owners who genuinely have no care for the club they inherited.

They’re also incredibly privileged people who were given everything they have on a plate, which tends towards lower empathy in my experience.

What I find absolutely astonishing is the notion that someone could own a sports club and not actually have any real interest in WINNING.

Yes, there are other great things about following a football club like the community, the spectacle of the game, the entertainment value, etc but at the end of the day, the whole point of any sport is to WIN AND DO EVERYTHING IN YOUR POWER TO WIN (without cheating).

As this sale process has dragged on, I've become more and more depressed and disillusioned about our club's future.

I've been watching AFL again and the contrast between supporting my local club and supporting United is truly astounding.
I know that the administration and board that run my AFL club actually TRIES THEIR BEST TO WIN.
And my AFL team has been shit for two decades but I never doubt that they try and so it is an enjoyable experience watching them despite their poor results.

When I was growing up, I felt like the people that ran United actually cared about winning, that the board was competent at its job, that the players really understood what it meant to represent the club, etc.

But when I think of United under the Glazers, I don't ever feel like the owners are doing whatever is in their powers to maximise our club's potential.

It's gotten to the point where my passion for the club is waning and my enjoyment is diminishing.
And it's been a long time coming.

I can handle the team losing, if I know that everything is being done to improve. I could handle our team go another decade without another title SO LONG AS I FELT LIKE THE OWNERS, BOARD AND PLAYERS WERE DOING THEIR BEST.
 
And the shareholders of Ineos is Ratcliffe and his two mates. Nobody else. If those 3 agree that buying Manchester United is in their best interests, even if it's not profitable for Ineos, then they can just do that anyway.

From what I have read in some financial paper that INEOS is a bit unusual compared to the normal MNCs.

The three main partners may own INEOS but each individual entity within the INEOS sphere has their own board and chairman etc. Its not like they are head of some division.

So I suspect that it's like a constellation of acquired/strategic partnerships of companies connected to the main holding company, INEOS owning some equity in each separate entities. These entities apparently can even compete or overlap each others product lines.

It's almost like INEOS is a brand or franchise name -- which may explain they need to spend do much on marketing/branding.
 
What I find absolutely astonishing is the notion that someone could own a sports club and not actually have any real interest in WINNING.

Yes, there are other great things about following a football club like the community, the spectacle of the game, the entertainment value, etc but at the end of the day, the whole point of any sport is to WIN AND DO EVERYTHING IN YOUR POWER TO WIN (without cheating).

As this sale process has dragged on, I've become more and more depressed and disillusioned about our club's future.

I've been watching AFL again and the contrast between supporting my local club and supporting United is truly astounding.
I know that the administration and board that run my AFL club actually TRIES THEIR BEST TO WIN.
And my AFL team has been shit for two decades but I never doubt that they try and so it is an enjoyable experience watching them despite their poor results.

When I was growing up, I felt like the people that ran United actually cared about winning, that the board was competent at its job, that the players really understood what it meant to represent the club, etc.

But when I think of United under the Glazers, I don't ever feel like the owners are doing whatever is in their powers to maximise our club's potential.

It's gotten to the point where my passion for the club is waning and my enjoyment is diminishing.
And it's been a long time coming.

I can handle the team losing, if I know that everything is being done to improve. I could handle our team go another decade without another title SO LONG AS I FELT LIKE THE OWNERS, BOARD AND PLAYERS WERE DOING THEIR BEST.

Kroenke was like that with arsenal for the longest time. Participating was more important. Blue Peter badge .
 
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They ain't leaving. They wouldn't be buying Mount and handing out the 7 shirt if they were planning to leave. They're trying to look good, so they can announce the club isn't for sale.

Exactly. Absolutely correct imo.

After dealing with them for for so long you know how they work, this is Glazer damage limitation now.

Try and use silence and time to lull the fanbase back into complacency, which will probably work, and then at the right time begin drip feeding pieces of news slowly revealing that they’re either not selling, or are bringing in Ratcliffe.

Their problem is what Jassim has publicly pledged for the club.

It’s like a neglectful, abusive spouse having it revealed to their partner that there are other people who are attracted to them and will treat them well - it’s their worst nightmare.

They will thus try and drag it on for as long as possible until the new season is underway…

Then, after a good result on the pitch they’ll start revealing that they’re staying.
 
It appears this is dragging out because 2 of the leading Glazer parasites want to remain in some capacity because they feel that their decaying asset will still ultimately grow in value further down the line and they want a further slice of the cake should this occur.

Also what I found very interesting about Radcliffes recent comments is that he appears to be playing to the 2 parasites greed by stating that Utd are one of the few special clubs across the globe whose value will continue to increase over time. This is clearly being done so that the 2 greedy parasites will choose his package instead of the qatars bid which will allow the greediest parasites to stay on in some capacity and continue to feast on their asset.

Such a depressing state of affairs.
 
Sir Jim is helping to facilitate the Glazers stay at the club. Even if they don’t sell at all, this is all his fault.

He’s even affected our summer transfer window simply by putting his miserable offer on the table.

How do you contribute to the woe of a club before you’ve even bought it?

I fear many more years of the same old shit from United. Doomed to aiming for a CL spot.
 
I still think this is all a stunt to get Qatar to up their bid.
 
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As far as I understand there is no such takeover process for stocks on the NYSE. The rules in the US is if someone acquires more than 5% they need to file with the SEC if they intend to do a full takeover or not. And if they intend to do a full takeover they need to give a tender offer to all shareholders. But if they file no about a full takeover they can still acquire 51%+ without having to do a tender offer for all of the stocks.

There is no 30% Takeover Code as there is in the UK.
Fair comment, I don't know the takeover rules for the NYSE or any other jurisdiction other than I had a look for London.

However the Glazers are stumped at the moment.

The club have to follow the process, they initiated it and must decide.

Board, all things being equal, recommend the Jassim offer.

Glazers, as a unit reject that.

Then what.

Process ends.

There could already be claims that the Glazers should have recused themselves due to a strong conflict of interest.

Glazers would have to wait a fair while before then re-engaging with Sir Jim to remove the claim that they have deliberately tried to circumvent the club's strategic process.

Are the Glazers really looking to do that?
 
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