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American Investment 00:05 - Sep 9 with 4016 viewsNookiejack

What rate of return do we think that the Americsns Kaplan and Levein are targeting to make from our club?

If for example they have invested £68m for say 68% and they were targeting a 15% per annum return for say 3 years - this would equate to circa £30m.

They therefore either:-

(1) have to flip their stake by selling it for £98m (£68m + £30m)
(You would think their shares have increased in value given they now have a substantial controlling stake just left with a small Minority shareholder).


Or

(2) take out £30m of cash out of the club through dividends

Or

(3) Combination of (1) and (2)

The trouble is as we are such a small club (with respect to our overall fan base) for us to remain competitive - we can't afford any money to be going out of the club - especially in regards of (2) above.


This post has been edited by an administrator
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No subject on 07:43 - Sep 9 with 3327 viewsbuilthjack

They will claw their investment back over the next 2-3 years, then sell on for £100m plus.
IF, we stay in the PL.

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No subject on 07:52 - Sep 9 with 3320 viewsLord_Bony

Still a risk to them.

If we get relegated and lose the tv money,they may find it hard to make a profit without plundering the club. If we went down they would waste no time doing this ...a smash n grab.

Lets not think about that one .....makes me cold.... heres to many more years in the prem...

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No subject on 08:25 - Sep 9 with 3269 viewssomersetsimon

No subject on 07:43 - Sep 9 by builthjack

They will claw their investment back over the next 2-3 years, then sell on for £100m plus.
IF, we stay in the PL.


Unless they are gambling on another future jump in Sky money, who would buy those shares for £100M?
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American Investment on 10:23 - Sep 9 with 3166 viewsmonmouth

Well if they took 30m out in dividends on a 68% stake then the trust gets 9.7m, so I can't really see them doing that.

Unless the plan is to dilute the trust to next to nothing and then do it. Who knows? They'll find a way to cash in at some stage. That's what they are here for and that is their 'expertise'. The plan will already be drawn fully.

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American Investment on 10:56 - Sep 9 with 3126 viewsJoe_bradshaw

The trust is a big problem for them with dividends as Mon says. Can the shareholders be appointed to salaried positions and receive income that way? They would be subject to tax but being American citizens with fancy accountants they could probably find ways to minimise income tax on salaries.

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American Investment on 12:06 - Sep 9 with 3058 viewsmonmouth

American Investment on 10:56 - Sep 9 by Joe_bradshaw

The trust is a big problem for them with dividends as Mon says. Can the shareholders be appointed to salaried positions and receive income that way? They would be subject to tax but being American citizens with fancy accountants they could probably find ways to minimise income tax on salaries.


Consultancy fees was how Ridsdale did it at The Basket Case FC.

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American Investment on 12:37 - Sep 9 with 3005 viewstomdickharry

Before hypothesising what our new owners are and aren't going to do why don't we just wait until the relationship between the Trust and owners is clarified,discussions between the two parties are supposedly coming to a conclusion and consequently all should be revealed.
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American Investment on 14:13 - Sep 9 with 2920 viewsNookiejack

There seems to have been some changes to 'Swansea City 2002 Limited's' Articles of Association on 4th August 2016 (as per companies house below).

https://beta.companieshouse.gov.uk/company/04305508/filing-history

It doesn't appear the Trust signed these off - hence not sure whether a special resolution was passed requiring 75% of the votes passed - however the Trust did not have enough votes to block the change?

https://s3-eu-west-1.amazonaws.com/document-api-images-prod/docs/MHogB2AawWIwdRf
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American Investment on 14:32 - Sep 9 with 2899 viewsNookiejack

Interestingly there appears to be 2 companies


1. The Holding Company Swansea City Football 2002 Limited - the company where the Articles have been changed. Company number 04305508.

https://beta.companieshouse.gov.uk/company/04305508/filing-history

2. This company then owns the Trading Company = Swansea SWANSEA CITY ASSOCIATION FOOTBALL CLUB LIMITED(THE) Company number 00123414

https://beta.companieshouse.gov.uk/company/00123414/filing-history
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American Investment on 14:45 - Sep 9 with 2889 viewsNookiejack

From the Companies House filing history it appears Martin Morgan has recently been appointed as a Director to the Holding Company.

The previous Directors of the Holding Company appear to have been just Huw Jenkins and Brian Katzen.

Brian Katzen has resigned and Stephen Kaplan and Jason Levien appointed.

So the Directors in the Holding Company going forward are:-

1. Huw Jenkins
2. Martin Morgan
3. Stephen Kaplan
4. Jason Levien

Huw Cooze does not appear to be a Director of the Holding Company. I am not sure if this causes the Trust an issue in the future - if 4 above individuals use the Holding Company to make all the decisions and keep the Trust out of the loop of the decision making?

I assume in the past when the Trust was on more friendly terms with the other shareholders -it would have been party to the decision making via its Directorship of the Trading Company. Not sure where the Trust now stands.
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American Investment on 14:49 - Sep 9 with 2870 viewsmonmouth

I'd guess (and it is a guess) that you're right, the Trust wouldn't need to sign as the sell outs ALL signed, so it would be carried without. That don't look good to me. If you were interested in agreeing a Shareholders Agreement, why change the articles? And conversely, why change the articles if an existing legally binding SA existed?

This whole shebang looks increasingly riddled with bad faith from 'run by the c***s for the c***s' bunch of cowboys.

Can anyone with some company law knowledge explain the significance of the company structure?

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American Investment on 15:27 - Sep 9 with 2828 views3swan

https://beta.companieshouse.gov.uk/company/00123414/officers?page=1

Directors Appointed on
17 August 2016

EASTMAN HENREICH, Robert

CHAUDHARI, Romie

Haven't read anything before about them
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American Investment on 15:57 - Sep 9 with 2793 viewslondonlisa2001

American Investment on 14:45 - Sep 9 by Nookiejack

From the Companies House filing history it appears Martin Morgan has recently been appointed as a Director to the Holding Company.

The previous Directors of the Holding Company appear to have been just Huw Jenkins and Brian Katzen.

Brian Katzen has resigned and Stephen Kaplan and Jason Levien appointed.

So the Directors in the Holding Company going forward are:-

1. Huw Jenkins
2. Martin Morgan
3. Stephen Kaplan
4. Jason Levien

Huw Cooze does not appear to be a Director of the Holding Company. I am not sure if this causes the Trust an issue in the future - if 4 above individuals use the Holding Company to make all the decisions and keep the Trust out of the loop of the decision making?

I assume in the past when the Trust was on more friendly terms with the other shareholders -it would have been party to the decision making via its Directorship of the Trading Company. Not sure where the Trust now stands.


You can't suddenly make decisions in a different company mun.

The holding company (which has always been there, at least since 2002 as its name suggests) is the shareholder in the trading company (which is the football club).

The directors of the club make the decisions over the club.

The issue with the structure came when the club was sold, however, as the necessary board meetings were in 2002 Ltd. (as that's where the various share holdings sit that were being sold) and the Trust wasn't represented as they are not on that board - that's why they didn't break company law in doing it without telling the Trust I imagine.

The anomaly comes with the Trust's shares being in 2002 Ltd. and yet being on the board of the trading company below it, but that anomaly has always been there - I remember asking about it years ago as it's blooming odd. They should be on both boards.
[Post edited 9 Sep 2016 15:59]
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American Investment on 16:03 - Sep 9 with 2777 viewsmonmouth

American Investment on 15:57 - Sep 9 by londonlisa2001

You can't suddenly make decisions in a different company mun.

The holding company (which has always been there, at least since 2002 as its name suggests) is the shareholder in the trading company (which is the football club).

The directors of the club make the decisions over the club.

The issue with the structure came when the club was sold, however, as the necessary board meetings were in 2002 Ltd. (as that's where the various share holdings sit that were being sold) and the Trust wasn't represented as they are not on that board - that's why they didn't break company law in doing it without telling the Trust I imagine.

The anomaly comes with the Trust's shares being in 2002 Ltd. and yet being on the board of the trading company below it, but that anomaly has always been there - I remember asking about it years ago as it's blooming odd. They should be on both boards.
[Post edited 9 Sep 2016 15:59]


So in baby terms, the Trust is a full 21% shareholder in the holding company but not a director? Plus an equivalent shareholder and director in the subsidiary? I hate all this company structure stuff.

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American Investment on 16:12 - Sep 9 with 2768 viewslondonlisa2001

American Investment on 16:03 - Sep 9 by monmouth

So in baby terms, the Trust is a full 21% shareholder in the holding company but not a director? Plus an equivalent shareholder and director in the subsidiary? I hate all this company structure stuff.


As I understand it now, the structure is:

Swansea City Football Club Ltd. (Trust on the Board of this company)

100% owned by

Swansea City 2002 Ltd (Trust owns 21% and a bit of this company but is not on the board). 68% of this company is owned now by Swansea Football LLC (incorporated in Delaware). No one knows the shareholding breakdown of that company which is why we don't know the identity of the investors. We only know that there are 4 Americans now on the Board of the Football Club and 2 on the Board of 2002 Ltd.
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American Investment on 16:23 - Sep 9 with 2750 viewsNookiejack

American Investment on 16:12 - Sep 9 by londonlisa2001

As I understand it now, the structure is:

Swansea City Football Club Ltd. (Trust on the Board of this company)

100% owned by

Swansea City 2002 Ltd (Trust owns 21% and a bit of this company but is not on the board). 68% of this company is owned now by Swansea Football LLC (incorporated in Delaware). No one knows the shareholding breakdown of that company which is why we don't know the identity of the investors. We only know that there are 4 Americans now on the Board of the Football Club and 2 on the Board of 2002 Ltd.


There seems to also have been a special resolution passed at the same time as the Holding Company articles were changed - which allowed Katzen, Martin Morrgan and Louise Morgan to transfer some shares?
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American Investment on 16:24 - Sep 9 with 2748 viewsmonmouth

American Investment on 16:12 - Sep 9 by londonlisa2001

As I understand it now, the structure is:

Swansea City Football Club Ltd. (Trust on the Board of this company)

100% owned by

Swansea City 2002 Ltd (Trust owns 21% and a bit of this company but is not on the board). 68% of this company is owned now by Swansea Football LLC (incorporated in Delaware). No one knows the shareholding breakdown of that company which is why we don't know the identity of the investors. We only know that there are 4 Americans now on the Board of the Football Club and 2 on the Board of 2002 Ltd.


Ah got it. So because the ownership of the football club company hasn't changed, the board of that company never needed to discuss the sale. Meanwhile, the Board that did, had no director representing the Trust as a 21% shareholder.

So in fact in legal, if not in moral terms, the Trust never needed to be informed? So where is this legendary shareholders agreement that offered pre-emption? can't be in the football club as only one shareholder, so if it existed at all and had any legal force, the Trust would have had to be offered the shares first. It really does sound to me like there wasn't an enforceable one, except in folklore. Increasingly it looks like we trusted a right nest of vipers to behave in a 'gentlemanly' fashion as fellow fans.

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American Investment on 16:25 - Sep 9 with 2747 viewsNookiejack

American Investment on 15:57 - Sep 9 by londonlisa2001

You can't suddenly make decisions in a different company mun.

The holding company (which has always been there, at least since 2002 as its name suggests) is the shareholder in the trading company (which is the football club).

The directors of the club make the decisions over the club.

The issue with the structure came when the club was sold, however, as the necessary board meetings were in 2002 Ltd. (as that's where the various share holdings sit that were being sold) and the Trust wasn't represented as they are not on that board - that's why they didn't break company law in doing it without telling the Trust I imagine.

The anomaly comes with the Trust's shares being in 2002 Ltd. and yet being on the board of the trading company below it, but that anomaly has always been there - I remember asking about it years ago as it's blooming odd. They should be on both boards.
[Post edited 9 Sep 2016 15:59]


Could the 4 Directors in the Holding Company instruct the Directors in the Trading company to pursue a specific strategy - given they have ultimate voting control of the Trading Company?
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American Investment on 16:44 - Sep 9 with 2721 viewsNookiejack

American Investment on 16:25 - Sep 9 by Nookiejack

Could the 4 Directors in the Holding Company instruct the Directors in the Trading company to pursue a specific strategy - given they have ultimate voting control of the Trading Company?


Also now that there are 4 American Directors on the Trading Company (The Football Club).

(i) Kaplan
(ii) Levein
(iii) Eastman
(iv) Chaudhari

it appears also

(v) Jenkins
(vi) Morgan
(vii) Cooze

,,,,,,,,,after the prior Directors resigned.

Hence Americans will always have majority Board control of the Football club as well - if ever Jenkins and Morgan disagreed with them.
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American Investment on 16:46 - Sep 9 with 2714 viewslondonlisa2001

American Investment on 16:23 - Sep 9 by Nookiejack

There seems to also have been a special resolution passed at the same time as the Holding Company articles were changed - which allowed Katzen, Martin Morrgan and Louise Morgan to transfer some shares?


Yeah - I was just looking at that on one of the links you posted.

It looks like there is a special resolution passed in 2002 Ltd to allow the American company to pass or sell shares in 2002 Ltd to the Morgans and Katzen without pre emption rights applying in 2002 Ltd.

So It seems that there was a transfer of shares in 2002 Ltd from the Americans to the Morgans and Katzen 'on or around the date of the resolution'. But there wasn't in respect of Huw's shares.
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American Investment on 17:02 - Sep 9 with 2680 viewsNookiejack

American Investment on 16:46 - Sep 9 by londonlisa2001

Yeah - I was just looking at that on one of the links you posted.

It looks like there is a special resolution passed in 2002 Ltd to allow the American company to pass or sell shares in 2002 Ltd to the Morgans and Katzen without pre emption rights applying in 2002 Ltd.

So It seems that there was a transfer of shares in 2002 Ltd from the Americans to the Morgans and Katzen 'on or around the date of the resolution'. But there wasn't in respect of Huw's shares.


I wonder if under company law - they would have at least had to ask the Trust for their Agreement to these Special Resolutions. As it appears the shareholders of the Holding Company signed these off - not the Directors.

Or whether because they had more than 75% could ignore the Trust.

Don't you have to circulate a special resolution to all members (i.e. including the Trust) to vote on it?
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American Investment on 18:19 - Sep 9 with 2611 viewsblueytheblue

American Investment on 15:27 - Sep 9 by 3swan

https://beta.companieshouse.gov.uk/company/00123414/officers?page=1

Directors Appointed on
17 August 2016

EASTMAN HENREICH, Robert

CHAUDHARI, Romie

Haven't read anything before about them


Chaudhari seems your bog standard investment type person.

https://www.corporationwiki.com/California/Los-Angeles/romie-chaudhari/37953883.

Suspect the wrong name was filed for the other guy. A Robert Hernreich has owned US sports teams ( https://en.wikipedia.org/wiki/Robert_Hernreich ) - now listed as retired, living in Paris. If it was a typo, maybe his son or other relative.

Clearly my google fu is superior to that of some.

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American Investment on 18:31 - Sep 9 with 2599 viewsmorningstar

American Investment on 18:19 - Sep 9 by blueytheblue

Chaudhari seems your bog standard investment type person.

https://www.corporationwiki.com/California/Los-Angeles/romie-chaudhari/37953883.

Suspect the wrong name was filed for the other guy. A Robert Hernreich has owned US sports teams ( https://en.wikipedia.org/wiki/Robert_Hernreich ) - now listed as retired, living in Paris. If it was a typo, maybe his son or other relative.

Clearly my google fu is superior to that of some.


Is it this guy?


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American Investment on 18:33 - Sep 9 with 2595 viewsblueytheblue

American Investment on 18:31 - Sep 9 by morningstar

Is it this guy?



I'd kinda doubt it somehow, unless Corbyn has taken you over...

The typo does make sense in terms of Hernreich does have sporting team ownership experience - not being able to turn up anything with regards to a Henreich in the same context lends weight to it.

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American Investment on 20:12 - Sep 9 with 2500 viewsNookiejack

If I am interpreting these New Articles of the Holding Company 'Swansea City 2020 Ltd' correctly - they don't appear to be symmetrical.

For example clause 13.2 states - the majority shareholder (I assume the Yanks) shall be entitled to exercise the right of first negotiation in respect of the sale of shares.

However it doesn't appear that the Trust would have a similar right if the Majority Shareholder wanted to sell its shares see Article 12.2.

Also the Majority Shareholder has the right to nominate Directors to the Board (Article 8.1) and to remove a Director (Article 8.2.7. ) Hence in a scenario where the Trust were to ask that HuW Cooze be appointed to the board - it would be for the Majority Shareholder to approve it (as opposed to the Trust having an enshrined right to a Directorship on this Board - even though the Trust holds a 21% stake).
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