Duff & Phelps’ Preferred Bidder Statement Analysed – Guest Post by Den

I’m delighted to present another guest post. This time Den has taken time to “fisk” Duff & Phelps’ “preferred bidder” statement.

One day they will produce a statement which cannot be questioned….

But that might still be some time away!

I now leave you in the capable hands of Den.

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While nursing frustration that the inevitable is not being allowed to happen and at the amount of disinformation that is being bandied about I thought I would concentrate on the latest statements.

The Administrators statement of preferred bidder . My comments in bold

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Duff and Phelps, joint administrators of Rangers Football Club, issued the following statement today.

Paul Clark, joint administrator, said: “We would like to thank all parties for their efforts in seeking to submit bids which preserve the long history and success of the Club.

“We are delighted to announce that today we have received an unconditional bid for the business and assets of Rangers Football Club plc from Mr Bill Miller which has been accepted and he is now the preferred bidder. Mr Miller now proposes to complete his transaction by the end of the season.

They received the unconditional bid “today” that is 3 May. His bid had been reported as £11.2m (is that still the bid now that it is unconditional). End of season is 10 days away. It will need to be fast process.

 

“After many weeks of negotiation and deliberation we believe that the structure of the bid from Mr Miller provides not only the most deliverable outcome but preserves the history of the Club. Rangers Football Club will continue as the football club it has been for 140 years.

Does it keep the Company as a going concern, is it in the best interests of the Creditors. The Insolvency Act says nothing about most deliverable outcomes or History.

“Furthermore, Mr Miller and his team have sought clarity in relation to potential footballing sanctions and the place of Rangers Football Club plc within the Scottish Premier League. Significant progress has been made and discussions will continue throughout the period which Mr Miller now enjoys as preferred bidder.

“Significant progress has been made and discussions will continue throughout the period which Mr Miller now enjoys as preferred bidder.”

Sorry to repeat the quote it suggests a backroom deal has been done which pre-empts the meeting or they are just talking quite loosely to boost the credibility of the offer.

 

“Very importantly, the bid also avoids the need for liquidation. All too often the term liquidation has been bandied about during the process without a clear understanding of what it actually means.

“Liquidation means selling off the assets of a business individually to raise cash and therefore bringing about the closure or winding up of that business. This has never been on the table from any party in any form. There is no liquidation involved in this strategy and we cannot stress that strongly enough.

Note the first and last sentences. Pretty reassuring. If the CVA failed how would they explain the subsequent liquidation?  The definition they gave is incomplete; you can sell off individual assets of a company without it being liquidation. The Stadium and training facilities could be sold and leased back for instance.

“As we stated at the outset, one of the prime objectives of the administration was to achieve a CVA which would deliver a return to creditors. Mr Miller’s bid meets this criteria.

They must act in the best interests of the Creditors not merely deliver a return. They haven’t delivered a CVA yet.

 

“In recent weeks there has been much debate about Rangers exiting from administration through a stand-alone CVA. However, the barriers to a proposed stand-alone CVA are now too high.

“These barriers include, in particular, the absence of any bidder proposing unconditionally sufficient funds to enable a stand-alone CVA to take place.

“Crucially a stand-alone CVA would take so long now to effect, the Club could not survive in administration.

A stand-alone CVA cannot happen. It was never attempted; the Creditors never had the chance to vote on it. The Company was in a terminal state.

The only alternative is Bill Miller’s bid; take it or take it chaps. This process involves taking anything worth anything into another company and chucking £11.2m (maybe) into the pot for the £70 to £100M worth of Creditors, Duff & Phelps, secured Creditors and abandoned employees to fight over. Are the players, the stadium, the training ground, Furnishings and fittings, company cars etc. worth more than £11.2m? Are the Debts owed to Rangers being transferred to the new Company? If the case against Collyer Bristow is won would the proceeds go to the Creditors or the asset owning nurturing Company, where will the costs be borne ?

 

As a consequence, no party has been able to submit an unconditional bid in a stand-alone CVA scenario.

“We confirm that discussions with the two final bidding parties for the Club included the possibility, as part of the proposals, the formation of a new company in addition to the preservation of the Rangers Football Club plc.

“Mr Miller’s proposal involves the use of a specially created newco in addition to the retention of the Rangers Football Club plc. The business and assets he proposes to purchase will be sheltered in a newco and returned to the plc once the plc has been ‘cleaned up’.

Nice reassuring words “Sheltered” “cleaned up” what does it mean in Legal and Financial terms ? Think “incubator”.  On the other hand think “asset stripping” “phoenix” “Newco”. 

 

“He sees this route as a necessity rather than a choice and in our view this is an entirely workable strategy. Indeed to ensure the continuing operation of the Club beyond the end of May it is in our view a very compelling strategy.

“For the avoidance of any doubt as administrators we can only accept ultimately an unconditional bid – and Mr Miller’s proposal is the only unconditional bid we have received.

Nothing else on the table. What else can we do? 

 

“The bid submitted by Mr Miller is substantially greater than any other proposal and provides the best return to creditors, a fundamental part of our duties as administrators. Importantly, the structure provides a stable platform through which new investment can be deployed to ensure that the Club thrives again in the future.

The only bid is by definition the best bid. Would a sale of individual assets achieve more for the creditors ? Have the administrators left it too late by dithering with final bids and final final bids.

 

“The bid from Mr Miller creates the most suitable framework to deal with the issue of the majority shareholding in Rangers Football Club plc.

Don’t mention Craig Whyte ! If we cover our eyes he isn’t there. For better or for worse he is still major shareholder in Rangers and a secured Creditor. They may be confident that he will be stripped of his status as both but end of season is less than two weeks away, will the courts work that fast. Could there be a protracted legal battle – longer than two weeks.

The assets can be sold without Craig Whyte’s agreement but pending a court judgement any proceeds would go to him. The creditors are not just contemplating 8 to 15p in the pound but the possibility of zero after long expensive litigation. On the other hand if Rangers are liquidated they can claim tax relief on the bad debts now with no questions.

Rangers old and Newco merger  (mother and child reunion – Ahhh) cannot be achieved until Whyte sells or is stripped of his majority of shares.

It may be easier to strip out the assets and leave the rest fighting over a mythical bone, and then rely on sophistry/ spin.

 

“Mr Miller will be making his own statement in due course and we can confirm that it is envisaged that the sale of the Club will be completed by the end of the current season.

“We hope fans will now support and appreciate the commitment made by Mr Miller. His approach has been consistent throughout the process and on two occasions he has stepped back from the fray to enable other parties to submit an unconditional bid.

If I bid make a bid for a house, piece of furniture, work of art, beloved football club it is because I want it. If the rest are not ready I will go for it because I want it. Why hold back ?

 

“Mr Miller’s proposal can provide the opportunity for the Club to return to success on and off the field. We have no doubt that the fans will continue to provide the tremendous support to the club necessary to continue the Club’s long history of success and tradition.

“Despite the competitive nature of the bidding scenario, we are hopeful that now a bidder has been chosen for the Club, all parties involved in the process will act in the best interests of the Club by lending their full support to the prospective new owner. We expect to enter into a binding agreement very soon.”

Blah

I can’t help thinking that D&P in a previous incarnation advised Craig Whyte on taking over Rangers.

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Posted by Paul McConville, on behalf of Den

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24 Comments

Filed under Administration, Football, Guest Posts, Rangers

24 responses to “Duff & Phelps’ Preferred Bidder Statement Analysed – Guest Post by Den

  1. Yanasman

    So surely it would be in the best interests of the creditors to sell all the assets etc and liquidate the club? If that is what the Admins are supposed to do why is there no-one challenging this oldco/newco thing as it is not in the best interests of creditors but the club/fans etc??? Surely D&P are not doing there job and can be taken to task over this?? Sorry for my ignorance if this is a stupid question

    • Niall Walker

      The administrators invited all bids from the outset, there has been no bids for the liquidated assets to date. The reality is the assets of Rangers are only worth what has been offerred ( approx 20 million).

      • Ian =B=

        Yes, but I think the point that Yanasman was making was that weren’t (aren’t?) the players worth more than £11M in a fire sale individual basis?

      • gopaul

        punishments should attach to the SPL share – not the company, if the share is passed to newco so it the punishment, if newco wants to avoid punishment of the past shareholder – it can get its own new share and start at division 3.

    • deekbhoy

      Yes it would so why have they not done that? If fact they have put everything in place to stop that.

      Preferred bidder needs to put £1m non returnable deposit to see books who but a fool is going to do that with debts of £130k+.

      Not realising any assets to put into pot for potential CVA.

      Not defining who has a charge on what as we still do not know if CW has a floating charge and if so on what (Ibroke, Moonbeams Park).

      What is the position with Ticketus?

      They are acting like they do not want a bidder. Miller’s bid is riddled with problems of employment law and footballing regulations to make it a nonsense.

      So after 9 weeks are we any further forward than week 1? If not why not there must be a strategy. This us either very complex as most people cannot seem to fathom it out (except the conspiracy theory) or is it very simple hold out to the end of the season. Then boom.

  2. TonyD

    Good article and some very interesting points raised.

    D & P all along have, in my opinion, never acted in the creditors best interests. They have worked to ensure rfc(ia) not only survives but survives with its strongest team. This is NOT a task of Administrators. (remember Motherwell?)

    D & P should have sold a few big players to enhance the coffers to pay the creditors. Given the size of rfc(ia) pool of players they could quite easily have fielded a credible team. eg Davis and McGregor if sold, would almost certainly double the £11.2 million on the table and made a cva slightly more palatable.

    As it is, we are witnessing phase 3 in a very elaborate tax dodge while preserving asset value; rfc’s strongest team endures and the tax payer, once the cva is rejected, is stiffed again.

    Bear in mind also the £11.2 M on the table will be used initially as working capital and to pay D & P who will almost certainly take a third of that figure. 1-5p in the £ is the most likely outcome for creditors if anything at all is left over.And all this before the issue of CW is addressed

    I do believe their actions as administrators deserves severe scrutiny by the creditors (ticketus/HMRC)in the first instance, and if found negligent their proposals blocked.

    • Bhoywonder

      my sentiments exactly…I couldn’t have put it across any better…well said Tony

    • mick

      hi great bit writing mate who audits d&p and how can the working man complian about a tax dodge ????

    • Niall Walker

      The administrators could not sell players outwith the transfer window, and they could not afford to pay them up to the transfer window. They had two alternatives, agree pay cuts or release them for free, by no stretch of the imagination is giving assets away free in the best interests of the creditors. Any offer would be less without these assets in place, again reducing any return to the creditors.

      It seems to be an inconvenient truth for some to swallow that the best interests of the creditors coincides with the best interests of RFC.

      In the middle of the worst recession since the great depression, there has not been a queue of developers dying to buy property to build houses or superstores, Again there was nothing stopping any developer from bidding for the assets, but no such bids were received.

  3. Joseph

    This has all been done behind closed doors. It stinks. Excellent article.

  4. Richboy

    Great post Den (almost McConvillesque). You have hit the nail on the head for most observers in as much as we suspect scullduggery at the highest level in the “Scottish establishment”.

    The problem is that said establishment has allowed this to happen for years without even a semblance of the embaressment they should be feeling. I do not belive that morality, justice, integrity or sincerity will be found in the end game and that D&P, SFA, SPL, HMRC will pay a heavy penalty for their collusion.

  5. Alexander Kerr Murphy

    Hello All,

    I have not lived in the UK for more than 10 years, so I feel like an outsider looking in, at this sorry mess.

    Yes I am a Celtic Fan. ( Is it PC to say that ??? )

    I can “assume ” that as I have said before, the only result that can possibly happen is Liquidation, what I am most upset about is the Media Coverage, reporters who do not report, newspapers who do not print the real news, to issue Duff & Duffer Statements without question, or cuddle up to Uncle Bill, unlike on this Blog is repulsive,

    The RTC and General Admisistration, I am sorry to say, mixed with the seemingly Transparent Corruption that is happening in the full Public View, is from the outside, in my opinion, showing Scotland to the wider world as a Bannana Republic.

    I also fail to understand why HMRC have not yet issued a Ruling on the RTC, this is the ONLY matter in which I have sympathy for RFC and Duff & Duffer, it is almost impossible to move forward without this Judgement.

    Phil, Paul and the Guardian, seem to be the only objective people who are prepared to report Facts, not merely issue Statements.

    It would be nice to hear the following Facts;

    1) Yes, RFC will be Liquidated.

    2) Yes, RFC will be allowed back into the SPL.

    3) YES, WE ALL KNOW IT IS WRONG, BUT HEY, WELCOME TO SCOTLAND !!!!

  6. Tommy B

    Do the creditors or anyone else have a way to question the motives of the administrators legally? It appears that they have not done what they are supposed to have been put in place to do. As i said before, they have acted more like management consultants on behalf of rfc, than administrators acting in the best interest of the crediditors. What can and should be done about this blatant disregard for their court appointed responsibility?

  7. Bhoywonder

    as far as I’m aware, any creditor needs only to raise a complaint against D&P with the CoS.

  8. Albert

    Who are they kiddng? This is a conditional bid…..

    “Furthermore, Mr Miller and his team have sought clarity in relation to potential footballing sanctions and the place of Rangers Football Club plc within the Scottish Premier League. Significant progress has been made and discussions will continue throughout the period which Mr Miller now enjoys as preferred bidder.”

  9. John Pollock

    The bullet might have missed the heart but the infection in the wound will get them. It might not be next year or the year after that but the brand rangers going forward is so toxic and devoid of morality it is now mortally wounded. The world will keep spinning..keep calm.

  10. lordmac

    if it is in the best interest of the creditors,why did Duff and Phelps not list, assets as individual sales, like they knew that there was a offer for Murray park and that could have been given a price tag, Ibrox park another price tag, players should have been put up for sale, the car park would have been given a price tag, and as like in player contracts, an additional fee or sell on fee, if the new owner was to re-sell the club inside 10 years. if DUFF and PHELPS new there intention, there should be percentages added to the sale of this, like there would be merchandise to be sold, from this new co and they should demand payments from this on a yearly basis this is not like a business that is going out the game, this business has
    assets, that have to be put in the pot for the creditors, so long as this club is in existence another 140 years there should still be payments deducted per annum from the going concern say like 15%from all profits from sales HMRC should offer this as there terms, on a CVA. for a newco

  11. Niall Walker

    It seems the two largest creditors ( HMRC &Ticketus) do not share your concerns and have given the administrators their tacit approval of the bid.

    • Den

      Is that based on D&P statement ?
      HMRC apparently said they will give it due consideration, I would say that is non commital.
      I wouldn’t expect anyone to reject the only bid before it is put to them. The crunch is when they are presented with pennies in the pound proposal.

    • Niall,

      Thus far I have read your posts with great interest as valid points of debate. But this one is disappointingly mistaken. HMRC and Ticketus, as creditors, have “voted in favour” of the proposals, according to co-administrator David Whitehouse. And his phraseology appears designed to create the impression it appears to have created with you.

      The only “votes” in this process thus far, have been on the resolutions attached to D&P’s report to creditors. Closing date for voting on them was April 20, before Miller went public with his “proposals.”

      Whitehouse’s, shall we say, disingenuousness, matches Neil Doncaster before him – with his wilfully misleading suggestion that “newcos” prior to an oldco CVA were a normal way of exiting administration in English football (the only remote recent comparison, Leeds United under that paragon of financial virtue Ken Bates, saw the club given the choice of demotion or a 15-point deduction).

      If these gentlemen are at all confident that they are “doing the right thing”, why resort to such misinformation as justification for their actions?

      Mark M.

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