United thread 2012/13 (inc merged IPO thread)

[Sigh]

Re: United's pre-season training camp

 

[gordondaviesmoustache]

Re: United thread 2012/13.

I've not heard a great deal from David 'romance' Gill about this floatation. I disinctly remember him (after the Glazers' takeover)championing united's current form of ownership versus it being publicly owned, as it enhanced the ability of the club to make more effective and swift decisions.

I would be interested if this was a view that he still held, or perhaps he feels that this arrangement will not hamper the club's agility as under it, the shareholders will have no control over running of the club, a curious arrangement to say the least.

Come on David, I'm dying to hear what's made you change your mind.

 

[davymcfc]

Re: United thread 2012/13.

Will be interesting to see how this shower of shite do. Celebrated scraping a cup victory against ten men like they had won the league then lost at anfield in the very next round.

Wonder if they will provide us with more moments of desperation. Perhaps Neville will be coaxed out of retirement.

I will be happy if they can be the league entertainers again. To lose an 8 point lead with six games left was funny as fuck. And don't get me started on phil jones face.

 

[BertTrautmann'sParachute]

Re: United thread 2012/13.

Email sent to the US Securities & Exchange Commission:

To: help@sec.gov

Manchester United Ltd IPO - misleading financial disclosures in filing document

Dear Sirs,

I was quite surprised to see that you have allowed this filing when the last audited accounts will be more than 12 months old if the offer goes public. I understand you usually require audited accounts to be more current that this but can grant an exception in exceptional cases and have done so in this case.

This has meant that the latest financial figures cover the nine months to March 31st 2012, with the appropriate comparative for the prior year. However I can see no specific mention or warning in the filing that the fourth quarter revenues for 2012 are likely to be materially lower than the corresponding period in the prior year. The reason for this is known to the company and is as a result of their elimination from the extremely lucrative UEFA Champions League competition after the initial group stages ending in December 2011. The financial distribution to the participating clubs is based on a quite complicated formula but relies on the extent of progression in that competition as well as the value of media rights in the club’s country. There is an interim distribution in December or January but the bulk of prize money can’t be paid until the competition ends in May and would therefore normally be recognised in the final quarter’s revenues.

This is the link to the UEFA document detailing the 2011 distribution: <a class="postlink" href="http://www.uefa.com/MultimediaFiles/Download/uefaorg/Finance/01/66/11/07/1661107_DOWNLOAD.pdf" onclick="window.open(this.href);return false;">http://www.uefa.com/MultimediaFiles/Dow ... WNLOAD.pdf</a>

In qualifying for the 2011 final, Manchester United received £53.2m (c$82.5m) from UEFA in total as well as receiving revenue from match-day sales from the group stages in the early part of the season and the knock-out stages between February & May. The revenue for the games in April & May, the two most lucrative, would have been somewhere around $20m alone. Their unexpected elimination in the 2011/12 season will have cost them about half the prize money, plus the loss of match-day ticket income. So their 4th quarter revenues will be at least $60m lower on a like-for-like basis. This excludes any loss of performance-related sponsorship. This will have a material impact on their full-year revenues, possibly by as much as 15%, yet I can see no specific mention of this in the document. This fact and the financial impact would certainly have been known by the club and its owners back in December 2011. Their elimination from the competition meant they went into the far less lucrative Europa League competition, revenues from which would have been much, much lower than those received from continued participation in the Champions League.

There is therefore a clear danger that potential investors who were not aware of this would extrapolate the 9 month figures for 2011/12 incorrectly. I therefore believe that
1. The timing of this filing was deliberately designed to understate or conceal this fact and mislead potential investors;
2. You have potentially exposed yourself to risk by allowing them exemption from providing more current audited figures because of this;
3. The SEC should question the club on the financial impact of their elimination from the UEFA Champions League and ensure that this has not resulted in a material omission;
4. If so, any offer should be delayed until audited figures for the year to 2012 are available and investors can make a decision based on complete information.

I am also surprised that Manchester United (Cayman) Ltd was allowed to file as an emerging growth company, as defined in the JOBS Act of 2012 when one of the subsidiaries (Manchester United (UK) Ltd previously Manchester United plc) had issued securities on the London Stock Exchange and were quoted on there between 1991 & 2005, when the current owners de-listed.

Yours sincerely,

Let's see what response (if any) I get.

That's impressive! Well done, whether they respond or not hopefully it will give them pause for thought.

 

[Blootoof]

Re: United thread 2012/13.

Scum.

 

[ultimateharold]

Re: United thread 2012/13.

Email sent to the US Securities & Exchange Commission:

To: help@sec.gov

Manchester United Ltd IPO - misleading financial disclosures in filing document

Dear Sirs,

I was quite surprised to see that you have allowed this filing when the last audited accounts will be more than 12 months old if the offer goes public. I understand you usually require audited accounts to be more current that this but can grant an exception in exceptional cases and have done so in this case.

This has meant that the latest financial figures cover the nine months to March 31st 2012, with the appropriate comparative for the prior year. However I can see no specific mention or warning in the filing that the fourth quarter revenues for 2012 are likely to be materially lower than the corresponding period in the prior year. The reason for this is known to the company and is as a result of their elimination from the extremely lucrative UEFA Champions League competition after the initial group stages ending in December 2011. The financial distribution to the participating clubs is based on a quite complicated formula but relies on the extent of progression in that competition as well as the value of media rights in the club’s country. There is an interim distribution in December or January but the bulk of prize money can’t be paid until the competition ends in May and would therefore normally be recognised in the final quarter’s revenues.

This is the link to the UEFA document detailing the 2011 distribution: <a class="postlink" href="http://www.uefa.com/MultimediaFiles/Download/uefaorg/Finance/01/66/11/07/1661107_DOWNLOAD.pdf" onclick="window.open(this.href);return false;">http://www.uefa.com/MultimediaFiles/Dow ... WNLOAD.pdf</a>

In qualifying for the 2011 final, Manchester United received £53.2m (c$82.5m) from UEFA in total as well as receiving revenue from match-day sales from the group stages in the early part of the season and the knock-out stages between February & May. The revenue for the games in April & May, the two most lucrative, would have been somewhere around $20m alone. Their unexpected elimination in the 2011/12 season will have cost them about half the prize money, plus the loss of match-day ticket income. So their 4th quarter revenues will be at least $60m lower on a like-for-like basis. This excludes any loss of performance-related sponsorship. This will have a material impact on their full-year revenues, possibly by as much as 15%, yet I can see no specific mention of this in the document. This fact and the financial impact would certainly have been known by the club and its owners back in December 2011. Their elimination from the competition meant they went into the far less lucrative Europa League competition, revenues from which would have been much, much lower than those received from continued participation in the Champions League.

There is therefore a clear danger that potential investors who were not aware of this would extrapolate the 9 month figures for 2011/12 incorrectly. I therefore believe that
1. The timing of this filing was deliberately designed to understate or conceal this fact and mislead potential investors;
2. You have potentially exposed yourself to risk by allowing them exemption from providing more current audited figures because of this;
3. The SEC should question the club on the financial impact of their elimination from the UEFA Champions League and ensure that this has not resulted in a material omission;
4. If so, any offer should be delayed until audited figures for the year to 2012 are available and investors can make a decision based on complete information.

I am also surprised that Manchester United (Cayman) Ltd was allowed to file as an emerging growth company, as defined in the JOBS Act of 2012 when one of the subsidiaries (Manchester United (UK) Ltd previously Manchester United plc) had issued securities on the London Stock Exchange and were quoted on there between 1991 & 2005, when the current owners de-listed.

Yours sincerely,

Let's see what response (if any) I get.

My employer was a trustee (I think) for the last bond offering, made me sick for ages going into work.

 

[ultimateharold]

Re: United thread 2012/13.

Found on Rag Cafe.

Manchester United goes stale

The prospectus for the US$500m NYSE IPO of Manchester United filed with the SEC last week was light on detail about the planned transaction, but highly illustrative of the benefits of listing in the US rather than the football club’s natural home in the UK.

As expected, the Glazer family has established two classes of shares with different voting rights to ensure that it retains control of the club even as existing shareholders are diluted. Class A ordinary shares carrying one vote will be sold in the IPO, while the Class B shares, which convert to A shares when sold to non-affiliates of existing holders, will carry 10 votes. While the holders of B shares own at least 10% of the company, they will control 67% of the votes and ensure investors in the IPO can never hope to wrest control away from the Glazers.

The dual-class shareholder structure is accepted in the US and was seen on the recent Facebook IPO, although it is not welcomed by European investors.

More shocking to investors is that United is coming to market on numbers that are significantly out of date. The most recent audited financial statements in the deal’s prospectus are dated June 30 2011. US guidelines (Rule 8.A.4) state that companies should IPO with statements at most 12 months old, but an exception of up to 15 months is allowed under certain circumstances. The exception is available if the company is not required to produce these numbers in any other jurisdiction and complying with the 12-month limit is “impractical and involves undue hardship for the company”.

Edward Woodward, executive vice-chairman of Manchester United, stated this was the case in a letter to the SEC last week. But one major UK institutional investor challenged the claim of hardship and the wisdom of listing with such old accounts.

“Listing with numbers that are so stale is very concerning,” said the investor. “We have rules in the UK and Europe that would not allow this – good rules to stop messing around with accounts.”

United has included summary financial data for the nine months to March 31 2012, with comparative data for end March 2011, but these are unaudited. These accounts also create confusion as the end of the football season in May triggers several significant receipts. Hence, it is hard to compare these accounts with other full-year accounts that end in June. For example, the cash position at March 31 2012 was just £25.6m, versus over £150m held at the end of June in 2009, 2010 and 2011.

Accounts are deemed to have turned stale 135 days after they are dated, the maximum length of time that an auditor will stand by them. Last year, the US$10bn IPO by Glencore was completed using accounts that had just exceeded the 135-day comfort period. A few weeks later, the firm produced disappointing results, which has kept its share price on a downward trajectory.

A significant year

The investor focused only on audited numbers and said that in a year when the football team missed out on qualification for the knockout stages of the lucrative Champions League, Premier League title and the finals of both domestic cups was significant compared with companies with steady earnings year-on-year.


“It is a significant year. They have tried to list in the UK and failed, in Hong Kong and failed, in Singapore and failed. It is a sign of extraordinary pressure to now launch this,” he said.

It is possible that Manchester United could rush to produce the full-year numbers to 2012 if the deal runs into September, but there is no requirement to do so. Bankers refused to give any detail on possible timing, but a launch is still likely this month as the Glazers filed the first version of the prospectus two months ago (on May 3) and have updated it twice since.
JOBS for the boys

As the club’s revenues are below US$1bn, it can file confidentially with the SEC under the JOBS Act as an “emerging growth company”. The JOBS Act also means the company can pre-market to investors before launching bookbuilding.

Manchester United had eyed deal proceeds of US$1bn for its Singapore IPO. While the SEC filing includes a US$100m deal size, the final transaction will be far larger. Bankers involved suggested that the free-float could be as high as 80% and the deal could total around US$500m.

Jefferies is lead-left in a bookrunner group also comprising Credit Suisse, JP Morgan, Bank of America Merrill Lynch and Deutsche Bank.

The base deal is expected to be entirely primary, with the secondary component coming in the greenshoe. Proceeds will be used to repay US dollar debt due 2017 with a coupon of 8.375% at 108.375% and sterling debt paying 8.75% at 108.75%.


One or two on there saying they will limit the amount to pay of the debt and any money over that to pay of their PIKs. (sounds dodgy.)

I've just emailed the journalist at Reuters who wrote the above article. I don't think he put two and two together. They're trying to mislead investors but Inspector Prestwich is onto them. I think I'll drop David Conn a line as well.

Sorry for multiple posting, but if there's a Bloomberg article knocking about, email them. They've never failed to reply to emails I send them.

 

[LoveCity]

Re: United thread 2012/13.

<a class="postlink" href="http://www.redcafe.net/f7/skys-new-season-advert-356265/" onclick="window.open(this.href);return false;">http://www.redcafe.net/f7/skys-new-seas ... rt-356265/</a>

Teehee.

 

[Rammyblues]

Re: United thread 2012/13.

Fucking quality. :-)

 

[squirtyflower]

Re: United thread 2012/13.

http://www.redcafe.net/f7/skys-new-season-advert-356265/

Teehee.

i hope it really hurts