I work with public M&A and have a few thoughts on what is going on here, that I think are indisputable:
*”As part of this process, the Board will consider all strategic alternatives, including new investment into the club, a sale, or other transactions involving the Company.”
What does this means?
(a) Look, the board has a fiduciary duty to act in the way that is best for all shareholders. If there is a sale of the club, there will be litigation in the US. If they sold the shares of the club — and someone sues them saying ‘you lost us money by not selling off the assets instead’, the board will be deemed negligible if it can’t show that they acted “with the care that an ordinarily prudent person in a like position would exercise under similar circumstances”. That includes not just ruling out options without looking into them.
I.e. it is perfectly possible that they are looking to sell 100% of close to 100% of the shares.
This is what the entire first half of the PR is about:
“We will evaluate all options … Throughout this process we will remain fully focused on serving the best interests of our fans, shareholders, and various stakeholders.”
(b) We are dealing with the Glazers here, they won’t waste money if they don’t have to.
If the Glazers want to explore selling their shares and hence wants to sign top financial and legal advisors — who pays the retainer? The Glazsers can’t ask the financial advisor to send the bill to the Club.
With this mission for the financial advisor, they are acting on behalf of the club and Glazers won’t be picking up the bill.
*Could the new buyer be worse than the Glazers?
I don’t know the answer to that, of course. But it’s not 2005 anymore, where football clubs weren’t seen as investments and the sale of our club to the Glazers was perhaps not handled properly.
What I do know is this — the offers to buy the club will 100% be established against the background of what a buyer think can be justified against economical data or other concerns. Since there of course will be plenty of interested buyers, as a result, the highest bid will come from the buyer who sees the brightest future for Manchester United financially, which in its turn can motivate the highest price tag. At worst. There could of course always come in a buyer looking for an alibi, expensive toy or whatever.
The Glazers brought a club that — from a financial POV — was ‘decline proof’ for what a decade and a half. We are United, one of the the biggest club in the world. But this will not continue if the club remains outside all real competitions for titles for another 17 years or whatever. Slowly but surely our position in the football world is eroding. And it can get a lot worse fast. Under the Glazers, we haven’t contended for the title [since SAF left] really, but we been in and out of the Champions league, been the runner up for the title and so forth. There is no guarantee that we will become a CL team over the coming 10 years.
Hence, our club — for a new buyer — is anything but decline proof. This buyer could 100% buy one of the biggest clubs in the world and in 15 years time he looking to sell a mediocre PL team with a great history.
As a consequence, I personally think it’s very very likely that a new buyer will be looking to invest in the club. I just cannot imagine a scenario where a buyer — who will be the one entity that sees the brightest future for the team — will be someone who won’t look to invest in the club.
*What is the time frame?
The market is very very sour right now. There are no guarantees for any deal to get made fast.
For the Glazers to sell of their holdings of shares in United — it could be done fast. Could take a month. I've done a bigger transaction during one afternoon once, when the seller got word of that it was getting sanctioned the other day (but in that case a major owner bought out the other major owner).
But such scenario does not include a proper vendor auction process. It’s someone calling them up asking for a number, being given one, and then acting on it instantly.
A more likely scenario is Q1 2023. I think that is what they are aiming for. Q2 2023 could also be an option.
*The Raine Group is acting as the Company’s exclusive financial advisor
What can be read into the Raine Group acting as the financial advisor here? Had to make some calls and do some research to comment on this.
My first impression was that 'this will be a sale aimed at the US market' (while of course other buyers wouldn't be ruled out, but they would not be sought up). If it was a sale to including Asian/Arab/Gulf specific buyers to the same extent, I would have imagined that they would have engaged one of the bigger firms, i.e. one or more of JP, Goldman and co.
But that is probably not really the case here. Raine is a big player in sports related transactions. Did the Chelsea (advisor to Chelsea in the sale to Clearlake) and the transaction where the Abu Dabi people owning City sold 13 percent to Chinese investors. And at least a handful of other transactions in the US, including the MSG merger. They also do a lot of deals in the betting sector. A lot of transactions with Chinese investors.
Ultimately, I would like to say that we -- opposite to what I thought first -- chose the 'go to' advisor in this transaction. If anything, it is not an advisor with clear focus on the US market (although the process could focus on that market of course, we don't know).
In addition to the above, since the Raine Group did the Chelsea sale, I thought it could be interesting to look at the rough time schedule for that transaction:
1. Abramovich was of course aware that he was likely to be sanctioned by the UK since late February 2021.
2. Abramovich put up the club for sale on
2 March 2022. At this point, Raine Group was engaged.
3. Raine Group invited interested buyers to make indicative offers for the club, including of course presenting themselves. The deadline for indicative offers to be submitted was set to
18 March 2022.
4. Around six- to seven bids were believed to be made for Chelsea, including:
*
Stephen Pagliuca -- Founder (I think) of Bain Capital, and co-owner of the Boston Celtics
*
Todd Boehly
*
Saudi Media Group
*
Centricus -- "An entirely British backed
bid led by London-based asset management firm
Centricus "
*
Nick Candy -- U.K. property developer. Interested in building a new London stadium?
*
Martin Broughton -- Former LFC chairman, backed by consortium
*
Ricketts family -- Cubs owner
And perhaps also one or more of:
*
Oaktree Capital
* Woody Johnson -- Johnson, 74, is an heir to the Johnson & Johnson consumer products fortune.
5. By
25 March 2022, a short list was created with 3-4 bidders.
The Saudi Media Group's offer did not make the short list.
6. The shortlisted bidders was given until
April 11 to make improved offers for Chelsea
7. A preferred buyer could
not be selected by
mid April, as intended.
8. On the
28 April, Boehly was named the preferred buyer.
9. On the
29 April, Jimmy Radcliff made a bid.
10. On
28 May, the sale to Boehly was approved.
Some thoughts:
- The Saudi offer did not make the short list with reference to how it had desire to do due diligence on the club which didn't play well with Chelsea's eagerness for a quick sale. From my POV, this is 99.9% a made-up excuse to
not get Saudi owners of Chelsea. Like I can of course not be 100% certain, but a DD of a soccer team must be very light. Compare it to a company with 10 factories and 100,000 employees. My bet is definitely that they didn't want to sell the club from an Oligarch to a dictatorship.
The Saudi bid was rumored to be of 2.1bn, and the sale ended up being 2.5bn. But ultimately, what you do is that create this short list, and then give the bidders on it to bid over each other. So that doesn't mean much.
- The time table above, just under 4 months,
is tight and Chelsea wanted to get something done quickly. But its at the same time
nothing extreme. I would say that 3-4 months is possible, 6-8 months is giving the process good time, and if it goes beyond that -- there is either some hick-up or the Glazers are shopping for a higher bidder to come out of the woodwork.