Prestwich_Blue said:I'm not 100% au fait with the financial arrangements at Liverpool and how the debt is structured but Hicks & Gillett reckon the club is worth £600m (which I think would give them a small profit).projectriver said:I don't see the litigation risk as described by PB (why do you think that, PB?)
If this deal is as I understand it to be, then Huang is offering something like £350m to RBS (who are owed £270m). Under the terms of the covenant attached to that loan, RBS can over-ride the board and force them to accept this offer but that would leave H & G nursing a massive loss of damn near everything they put in, assuming most of that would go to RBS to clear their debt.
In that case, H&G might well take legal action against RBS to cover their losses as they would argue that they (i.e. RBS) had been negligent in not getting an acceptable price. It's a common class action in the US but usually by shareholders against the board.
I know that certain shareholders were watching City's takeover by Thaksin carefully to ensure that Wardle didn't accept an offer that benefitted him (as a loan creditor) at the expense of the other shareholders. In the end I believe he was the one who lost out as Thaksin only paid him a proportion of what his loans were worth (50-75%) for the assignation but took the whole £20m from ADUG 12 months later.
I don't read this situation like that at all. Its also very different from the Thaksin situation as the issues their were as much about public company takeover rules as company law. RBS will also have no duty of care to H&G so there can be no negligence claim.
First there is no way RBS will have a say for anything more than they are owed (inc interest). Unless they go through the process of calling in the loan as a bank would in a domestic mortgage situation they can't just sell the asset - they are a debt provider not the equity (share) holder.
This offer will be to take RBS out of the equation. Huang will then be in their seat without the political issues RBS face. That's when H&G's issues commence. Even worse for H&G is that whilst RBS would be free to move the debt to a third party without consent, there is no way H&G could do a deal without the consent of the senior debt provider (RBS). It is 100% certain there is a change of control provision giving RBS rights to repayment or, if they prefer, to consent to the new owners. That sort of deal would not happen quickly.