In November 2022, the Glazer family announced a “strategic review” into their ownership of Manchester United. While many fans hoped for a full sale, given nearly two decades of stagnant ownership, the wording of the announcement left all possibilities on the table.
With the price seemingly increasing throughout 2023, the likelihood of a full sale became ever more unlikely, especially once it was revealed that only two serious bidders were in play – the Qatar-backed bid from 92 Holdings and the Sir Jim Ratcliffe bid, with both initially offering to buy the club outright.
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The twist in the saga, when it came, was unexpected. Instead of buying the club outright, Ratcliffe renegotiated with the Glazers to buy a shareholding, an initial 25% rising to 29% by the end of 2024, outmaneuvering the Qatari bid and securing a stake.
While the Glazers collectively own a majority and therefore remain in overall control, more details have emerged since the announcement on Christmas Eve that Ratcliffe had gained control of a quarter of the football club.
While a complex legal agreement, the initial assessment is that Ratcliffe is in it to take over in the medium term. Essentially, a company vehicle has been created to oversee the deal and in practice, Ratcliffe’s share will be owned by Trawlers Limited, with the 71-year-old as the CEO. Trawlers Limited is wholly owned by Ratcliffe, so no liability has been passed to his INEOS company at this stage.
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Additionally, we know that the following is in place – Ratcliffe will acquire 25% of the Class B shares held by the Glazer family and has offered to acquire up to 25% of all Class A shares for the same price of $33.00 per share.
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By GlobalDataAll of this makes Ratcliffe the single biggest shareholder in Manchester United, even though the Glazer family remains in overall control due to the six siblings all retaining some interest in the club.
While in practice this sounds like an exceedingly complicated arrangement, the long strategic review seemed to offer some clues regarding the future direction of travel, alongside the SEC (Securities and Exchange Commission) filing, the federal agency that regulates capital markets in the United States.
Rumors persisted that only two of the six Glazers – Joel and Avram – were keen to continue as owners of the club with the other four looking to sell. Based on the SEC filing, the path seems to be that over the next three years, Ratcliffe will look to acquire the shares of the four Glazer siblings who are most keen to sell, giving him a pathway to majority ownership.
This is how the Glazers acquired control of Manchester United initially – picking off various shareholders until they gained enough to force an outright purchase.
But it is worth noting that the UK law that allowed them to do this has no equivalent under US law, which is the relevant jurisdiction in this instance due to the Premier League club being listed on the New York Stock Exchange.
Many financial experts believe that the partnership between Ratcliffe and the Glazers ends one of two ways – either Ratcliffe/INEOS buy enough Glazer shares to take full control or the 100% sale of the club to a third party at a very high price, from which Ratcliffe will profit.
However, according to the SEC filing, Ratcliffe has the ‘Right of First Offer’, meaning that he makes the first offer on any shares the Glazers decide to sell over the coming years.
With the price essentially set at $33 per share, way above the current market value of $20, the Glazers would get a premium for any shares sold, a price anyone else is unlikely to match in the short term, and Ratcliffe gets to acquire more shares and therefore increase his shareholding even further.
In essence, it seems Ratcliffe has created an 18-month window of exclusivity to try and buy the shares of the four Glazer siblings looking to sell up while getting a head start on fixing the neglected sporting side of the club.
The sporting operation is crucial to realize the value that the Glazers reportedly want. The commercial side of the club has continued to generate significant revenue and given the sustained commercial success the club has enjoyed under the Glazers’ ownership, it is probably the only area not in need of re-evaluation.
Image: Christopher Furlong/Getty Images
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