[THREAD]

Alright, let’s talk about the terms that exactly zero football fans want to talk about in their enjoyment of the sport. The legal phrase of the day is: “restrictive covenants”

A “covenant” is a contract attorney’s contract way of saying a “promise.” Covenants in contracts create particular duties for the parties. In Ashworth’s contract with Newcastle, he would have a covenant that creates a duty for him to provide services as a director. Similarly, the club would have a covenant to pay him his ordinary salary. And— if he’s really smart— he would’ve negotiated a covenant that Saudi Arabia will never attempt to murder him in Turkey.

Now, a restrictive covenant differs insofar as it’s a promise to *not* do something.

So, about last night...
(MEGA THREAD regarding the MUFC takeover)

The SEC disclosures have been made, and the club can finally begin to heal. Yesterday, MUFC posted its SEC disclosures pertaining to the deal with SJR/Tralwers (I will be using these parties interchangeably) and the Glazers (who will, from time-to-time throughout this thread, be referred to as "the Bastards").

These disclosures were made using the K-6 form, which included the following exhibits:
-Amended Articles of Association ("Articles")
-The Stock Purchase Agreement between SJR and the bastards

Quick summary here— and a bit of explanation as to what this means practically

(THREAD)

Basically, you have to look at the 2 classes of shares as separate pools. The breakdown or current ownership is below. If INEOS/SJR purchases 25% of each class, they’ll have ~13.6M class

https://twitter.com/muppetiers/status/1725505143334965598

A shares; and 27.5M class B, for a total of 41M shares— with those B shares holding 10x voting power compared to A shares. This would make them the single largest shareholder of each class; and the single largest shareholder overall.

So what does this mean in practicality?

(MEGA-THREAD) Ben’s article speaks to two things I’ve been harping on about:

1) CapEx determinations from INEOS; and
2) Debt/equity swaps and convertible notes

I have more detailed discussions of each, which I’ll link in this thread. But, the long-and-short version is this—

https://twitter.com/jacobsben/status/1722972417906114969

During due diligence, something which would’ve been turned over to INEOS, was the Capital Expenditure (CapEx) expectations set for the business. This is: the expected cost of continuing operations of the business (transfers, stadium upgrades, etc). INEOS’s advisors will have

(Thread)

As you’ve undoubtedly heard, INEOS have presented an offer to purchase a majority stake in #MUFC, with Joel and Avram Glazer (collectively, the “bastards”) maintaining 20% ownership. Let’s talk about what this means, & whether it’s time for fans (myself included) to roll back their support of Britain’s richest man.

Per reports, the basic outline of the bid is as follows:
-SJR will purchase, at minimum 50.1% of the club
-the Bastards will maintain 20% of outstanding shares. But, their siblings will sell out.
-institutional investors will

(MEGA-THREAD)

Since the news broke about Sir Jim engaging with JP Morgan and Goldman Sachs, there has been a plethora of claims that he will be a “Glazer 2.0” type of owner. So, let’s discuss why that’s unlikely; and why those entities are relevant to this transaction. First, it’s necessary to get an understanding of the Glazers’ takeover of MUFC, and why it’s been so bad for the club. This topic has been written about at length, and we all know the general outline. So, I’m going to focus on the legal aspects of the deal. A leveraged buyout is,

(THREAD) Regarding Greenwood:

In the past, my threads on this topic have been unabashedly pro-victim. I stand by that position; but, I’m going to try to set my personal stance aside for this thread, so people can arrive at their own decisions. This thread will discuss: what we know; what a dismissal means in this context; and what happens next.

1) what do we know? The Crown Prosecution Service put out a statement that they are voluntarily dismissing the case against Greenwood due to the withdrawal of a key witness, and “new material” coming to light.

Debunking the argument that we need to sell our club’s soul to a nation state if we want to compete (THREAD)

First, FFP creates an inherent limiting factor. Under this regulation, a PL club can only take 105M in losses over a 3 year period. UEFA is more stringent, and only allows 5-30M in losses over 3 years. This is actually the best argument for bringing in owners with “unlimited money.” UEFA only allows 5M in losses over 3 years; but, that number can be increased to 30m, if the additional losses are covered by capital investment from the owner

Wow, so the club hasn’t sold yet, ITK’s are full of shit, and the Glazers are still awaiting formal bids, while the purchasers undergo due diligence. If only someone (preferably an American attorney with Solskjaer as his profile pic) had been saying that. Oh, wait…

https://twitter.com/lauriewhitwell/status/1615403127917641733

At this point, the interesting aspect is the order of operations. Per the athletic, purchasers who “join the process” can begin their due diligence. As a reporting company, most of MUFC’s financials would be publicly available. However, there would be current-quarter financials