Suprise Surprise: Another twist
Posted as Dan Roan has been close to the money in the last week - Same story as Basc but a source we can use
http://news.bbc.co.uk/sport1/hi/football/teams/l/liverpool/9077048.stm
Liverpool's proposed takeover by New England Sports Ventures (NESV) could be jeopardised if the club is docked nine points, BBC Sport understands.
An NESV source said the penalty, which is likely if the club's parent company goes into administration, would be "a deal breaker".
Liverpool chairman Martin Broughton told BBC Sport that the threat of NESV walking away "is not my understanding".
But he has admitted that administration would be "catastrophic" for the club.
NESV's proposed £300m takeover is set to be opposed in the High Court next week by Liverpool owners Tom Hicks and George Gillett.
Their parent company Kop Holdings owe £280m to Royal Bank of Scotland (RBS) and must pay by 15 October.
If the American duo are successful in blocking the proposed sale, or if it is delayed beyond next Friday, RBS may place Kop Holdings into administration to release the money owed to them.
Because the club is the only asset of Kop Holdings, the Premier League would then be likely to deduct nine points, leaving Liverpool on -3 points and bottom of the table after a dismal start to the season.
It now appears this could dissuade NESV from concluding any sale but if for some reason a deal with the American group is scuppered, BBC Sport sources have learned that the Asian consortium that has also tabled a bid for the Merseysiders could then be in a position to proceed.
Broughton said on Friday he fears the club is at risk of entering administration, leaving it devalued and "wide open to predators".
"Setting aside the nine-point deduction, it would have an impact on Liverpool's value and be wide open to predators, whereas we have what we believe is the right new owners to take the club forward," he told ESPN.
"This is all part of why it is important that we made the decision on Tuesday to accept one or the other of two very acceptable bids.
"Heading into administration was a very likely outcome if we didn't. Even now with the court case looming, administration cannot be ruled out."
Reds co-owners Hicks and Gillett oppose the sale as they value Liverpool at double NESV's bid, but they have been outvoted by the rest of the board.
BBC Sport understands that RBS is pushing to have the owners' opposition to the sale heard in the High Court on Tuesday, in order to leave as much time as possible before the deadline.
Whenever Hicks and Gillett's case is eventually heard, thousands of Liverpool fans are expected to make the journey to London to voice their protest over the duo's ownership of the club.
Should the pair be unsuccessful in court and NESV go ahead with their bid to buy Liverpool - a proposal which has been approved by the Premier League - Reds boss Roy Hodgson could expect to face discussions on his future.
Broughton has said that is a situation Hodgson was aware of when he arrived at Anfield and that a break clause in his contract addresses the possibility that new owners may want to bring in their own man.
"Provisions were made in Roy's contract to relate specifically to any change in ownership," Broughton stated.
The Reds chairman said he expected Hodgson to continue as manager, but added: "He came to the club knowing full well the circumstances and the risks attached to it."
Broughton said he believed that in NESV, who own the Boston Red Sox baseball team, he had found the right buyers to take the club forward.
And he also admitted to having searched the world looking for potential suitors such as those at Premier League rivals Chelsea, owned by Russian billionaire Roman Abramovich.
"We hoped for someone who wanted a 'trophy asset', but having scoured the world without finding one, the conclusion is that there are no more Romans out there," he said.
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http://www.telegraph.co.uk/sport/fo...ton-match-looms-with-certainty-no-closer.html
Steven Gerrard will wear the captain's armband, Fernando Torres, injury permitting, will lead the line. For the 214th time, red will face blue. Everything else is shades of grey.
Liverpool, perhaps for as much as the next seven days, exist in a state of duality. The side that Hodgson picks to face Everton may have six Premier League points, or they may have, in effect, minus three. Their wages may be paid from Dallas, from Boston, from Gogarburn or from points unknown.
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Why would anyone want to buy Liverpool? They may be supported from the Paddock by fans relieved that the nightmare of the last three years, the toxic reign of Tom Hicks and George Gillett, is over and a new era under New England Sports Ventures (NESV) has begun. They may find the protest songs which have replaced more traditional serenades are spat with greater ferocity than ever.
They may have a bright future, or they may seem to have no future. It may all be over, or it may all just have begun. Liverpool are the Premier League's version of Schrodinger's Cat. They are a club caught in existential limbo, simultaneously alive and dead.
How it came to this is well documented. On Monday, Liverpool's three non-owner directors, Martin Broughton, Christian Purslow and Ian Ayre, convened a meeting of the board. At it, they intended to recommend that NESV's £300 million offer to buy the club – wiping Anfield free of debt – be accepted.
Except that before they had the chance, Hicks, via telephone, raised a motion supported by Gillett to dismiss Purslow and Ayre from the board and replace them with the Texan's son, Mack Hicks, and assistant at Hicks Holdings, Lori Kay McCutcheon.
All **** broke loose. The British side of the board announced their intention to sell the club regardless, in accordance with undertakings offered by the Americans to the Royal Bank of Scotland – holders of Liverpool's £282 million debt, due this Friday – upon Broughton's appointment in April.
Hicks and Gillett responded with a statement of their belief that the NESV offer "dramatically undervalued" the club. Their meaning was clear: Broughton's offer would see them lose the £144 million they have invested of their own funds in Anfield. Unacceptable.
Broughton, in an attempt to force the deal through, decided to seek a declaratory judgment from the High Court, a ruling that would prove he has a legal right to sell Liverpool, regardless of the wishes of Hicks and Gillett.
That much is known. NESV has completed the deal, the Premier League has approved it. The past, the recent past, is certain. The future is no-man's land.
At the High Court this week, Broughton must prove that Hicks and Gillett not only signed over to him the right to appoint and remove directors, but agreed he could sell the club for what he felt was the best offer.
Hicks and Gillett, in turn, must prove the NESV offer is not reasonable, and both that their higher valuation of the club is realistic and that someone may be willing to pay it.
Which Liverpool side – the one imbued with purpose, or the one mired in doubt – attends Goodison Park on Sunday may well be decided on the Strand.
If Broughton is proved correct then it is likely to be the former, as a club inspired by the sight of its new owners in the directors' box finally feels the gloom has lifted. If Hicks and Gillett win, even after an appeal that will be heard within 72 hours of the original case, then it will be the latter.
It is here that Liverpool's future becomes complicated. If Broughton is unsuccessful, then the sale will not proceed. On Friday, RBS will call in their debts. Unless Hicks and Gillett can pay back around £200 million – and all attempts to raise that funding has failed – then the club, or, more accurately, its holding company Kop Football, will be taken into administration.
That, too, has dual ramifications. It is positive, in that it would effectively force Hicks and Gillett out as RBS seize control and look to complete a quick sale, perhaps costing the Americans a further £110 million in personal guarantees and most likely presenting the club to NESV. It is negative, though, because the Premier League would be minded to dock Liverpool nine points, three more than they have.
It is not nearly so simple as that, though. Regardless of how the court finds, if Hicks and Gillett pay back their debts in the next six days – however hypothetical that seems – then they remove much of the bank's leverage. They would be able to stop the sale, buying crucial time to remove directors.
Yet even that is a shorthand. Hicks and Gillett as a dual entity no longer exist. The latter has been replaced by Mill Financial, the company with whom he took out a $75 million (£47 million) loan in Dec 2008 with his 50 per cent share in the partnership that owns Liverpool as security. He has defaulted on that loan, and Mill, a division of Springfield Financial, have called it in.
Sources in the United States insist that is simply a legal measure; Liverpool and RBS believe it is not a complicating factor. Yet both sides are concerned enough to have had contact with Mill in the past few days. That Hicks's two would-be directors are both his loyalists indicates he cannot be sure of Gillett's place on the board.
That is how unclear Liverpool's future is: not only is Broughton trying to sell a club he does not own, not only is Hicks trying to hold on to a club he did not pay for, half of that club belongs to a real estate company based in Arlington, Virginia, and their intentions – though most likely simply to recoup their money – are shaded in grey. Liverpool can only hope that, by the time red and blue face each other, everything else is black and white.
Liverpool’s future may turn on two clauses in the Articles of Association of the club and its parent company, Kop Football Holdings (KFHL), writes Rory Smith.
Article 81a of the club’s constitution hands chairman Martin Broughton alone the right to appoint and remove directors of the club’s board - making the attempt from George Gillett and Tom Hicks to remove two directors, Ian Ayre and Christian Purslow, in an effort to block a sale to New England Sports Ventures, invalid.
Yet article 7a of KFHL’s constitution - last amended as a public record in Jan 08 - suggests that the board can only be appointed by Hicks and Gillett. If that constitution has not changed, then Hicks and Gillett would seem to have a case to stay at Anfield.
Where the court case will be won and lost
Liverpool’s future may turn on two clauses in the Articles of Association of the club and its parent company, Kop Football Holdings (KFHL).
Article 81a of the club’s constitution hands chairman Martin Broughton alone the right to appoint and remove directors of the club’s board - making the attempt from George Gillett and Tom Hicks to remove two directors, Ian Ayre and Christian Purslow, in an effort to block a sale to New England Sports Ventures, invalid.
Yet article 7a of KFHL’s constitution - last amended as a public record in Jan 08 - suggests that the board can only be appointed by Hicks and Gillett. If that constitution has not changed, then Hicks and Gillett would seem to have a case to stay at Anfield.
Each director appointed to the office of chairman of the board of directors of the Company may appoint any person as a director of the Company and may remove any other director (other than George N Gillett Jnr and/or Thomas O Hicks). Any appointment shall be made in writing and signed by the then current chairman.
(Article 81a, LFC constitution)
The holders of a majority of the ordinary shares in the Company in issue may appoint any person as a director of the Company and may remove any director.
Any appointment or removal shall be made in writing, signed by the holders of a majority of the ordinary shares in the Company in issue and, in the case of a body corporate holding any of those shares, the signature of any officer or other duly appointed representative shall suffice.
Any appointment or removal shall take effect when it is lodged at the office or produced at any meeting of the directors.
(Article 7a, KFHL constitution)
---------- Post added at 04:55 PM ---------- Previous post was at 09:04 AM ----------
Re: TAKEOVER: Boardroom Battle Over Potential Sale (NESV)
just in from bloomberg:
Liverpool Co-Owner Hicks Seeks Fund Help to Repay RBS Loan, Times Reports
By Michelle E. Frazer - Oct 10, 2010 8:21 AM GMT+0100
Liverpool FC co-owner Tom Hicks is working with American hedge fund Mill Financial to raise funds to repay a 280 million-pound ($447 million) loan from Royal Bank of Scotland Plc due on Friday, the Sunday Times reported, without saying where it got the information.
Mill Financial effectively controls 50 percent of shares in Liverpool as co-owner George Gillett defaulted on the loan the fund provided for Gillett’s part in the 2007 takeover, according to the newspaper.
In addition to securing the RBS loan repayment, Hicks will have to win the case currently in the High Court to prevent Liverpool’s sale to New England Sports Venture, the newspaper reported, citing an unidentified source close to the club.