| FAO Will 21:18 - Nov 19 with 19716 views | Neath_Jack |
As your role as associate director, did you used to attend the directors box at home games? I'm not talking about your role as Trust observer now, as i believe these are two completely different roles? |  |
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| FAO Will on 11:25 - Nov 20 with 1925 views | theloneranger |
I'm not sure, but is it article 13/1....
"Where if the controlling shareholder wishes to transfer all of its shares to a bona fide purchaser, can require all the other shareholders to sell and transfer all their interest in shares to the proposed buyer."
Does this mean the owners can make the Trust sell their shares when they decide to flip the club?? |  |
| Everyday above ground ... Is a good day! 😎 |
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| FAO Will on 11:29 - Nov 20 with 1898 views | Shaky |
| FAO Will on 11:25 - Nov 20 by theloneranger |
I'm not sure, but is it article 13/1....
"Where if the controlling shareholder wishes to transfer all of its shares to a bona fide purchaser, can require all the other shareholders to sell and transfer all their interest in shares to the proposed buyer."
Does this mean the owners can make the Trust sell their shares when they decide to flip the club?? |
No.
These articles refer to the company running the football club, not the holding company which is where the Trust own shares. |  |
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| FAO Will on 11:32 - Nov 20 with 1878 views | exhmrc1 |
| FAO Will on 11:18 - Nov 20 by Shaky |
Who knows, but it appear to be factually incorrect:
>>>Shareholders owning 10% or more of the issued share capital in the ultimate holding company are:
Stephen Kaplan & Jason Levien - 68%
Swansea City Supporters Society Ltd - 21.1%<<<
. . . unless the Delaware LLC has been disolved, i suppose. |
this was issued by special resolution on 27 October. The worrying aspect is at 13.1 and 13.2 which gives the controlling shareholder the drag along rights to sell the other shares to a prospective buyer |  | | |
| FAO Will on 11:33 - Nov 20 with 1875 views | theloneranger |
| FAO Will on 11:29 - Nov 20 by Shaky |
No.
These articles refer to the company running the football club, not the holding company which is where the Trust own shares. |
ðŸ‘👠Cheers Shaky | |
| Everyday above ground ... Is a good day! 😎 |
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| FAO Will on 11:34 - Nov 20 with 1862 views | Shaky |
| FAO Will on 11:32 - Nov 20 by exhmrc1 |
this was issued by special resolution on 27 October. The worrying aspect is at 13.1 and 13.2 which gives the controlling shareholder the drag along rights to sell the other shares to a prospective buyer |
You need to check the Articles for Swansea 2002 Limited to see if they were already there in the Articles from last summer. | |
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| FAO Will on 11:35 - Nov 20 with 1861 views | Vetchfielder |
| FAO Will on 11:18 - Nov 20 by Shaky |
Who knows, but it appear to be factually incorrect:
>>>Shareholders owning 10% or more of the issued share capital in the ultimate holding company are:
Stephen Kaplan & Jason Levien - 68%
Swansea City Supporters Society Ltd - 21.1%<<<
. . . unless the Delaware LLC has been disolved, i suppose. |
I noticed it was wrong a few months ago and I also posted on here that is was wrong a couple of weeks ago in relation to some other issue. It has not been changed to that today.
I think the "last updated" date and time is just a technical error |  |
| Proud to have been one of the 231 |
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| FAO Will on 11:43 - Nov 20 with 1838 views | Shaky |
| FAO Will on 11:29 - Nov 20 by Shaky |
No.
These articles refer to the company running the football club, not the holding company which is where the Trust own shares. |
But it may be significant they are reviewing the legal stuff that on the surface seems to be largely irrelevant.
It could indicate housekeeping in advance of a sale.
Which in turn could be the reason they are pissing the Trust around on the legal agreement. . . | |
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| FAO Will on 12:47 - Nov 20 with 1688 views | Shaky |
| FAO Will on 11:43 - Nov 20 by Shaky |
But it may be significant they are reviewing the legal stuff that on the surface seems to be largely irrelevant.
It could indicate housekeeping in advance of a sale.
Which in turn could be the reason they are pissing the Trust around on the legal agreement. . . |
i've got to say the more I think about this, the more convinced I am Kaplan is making preparations to put the club into the shop window.
This kind of move with dotting all the Is and crossing all the Ts is exactly the sort of thing American M&A professionals would do. And especially now where financial circumstances would likely merit austerity rather than spunking cash on unnecessary legal fees.
That doesn't mean he is about to pull the trigger necessarily, merely that he is making preparations to do so at short notice.
The Trust better be on the ball. . . | |
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| FAO Will on 12:53 - Nov 20 with 1660 views | costalotta |
| FAO Will on 12:47 - Nov 20 by Shaky |
i've got to say the more I think about this, the more convinced I am Kaplan is making preparations to put the club into the shop window.
This kind of move with dotting all the Is and crossing all the Ts is exactly the sort of thing American M&A professionals would do. And especially now where financial circumstances would likely merit austerity rather than spunking cash on unnecessary legal fees.
That doesn't mean he is about to pull the trigger necessarily, merely that he is making preparations to do so at short notice.
The Trust better be on the ball. . . |
Trust + ball = sup |  | | |
| FAO Will on 12:55 - Nov 20 with 1649 views | Bobby_Fischer |
| FAO Will on 12:47 - Nov 20 by Shaky |
i've got to say the more I think about this, the more convinced I am Kaplan is making preparations to put the club into the shop window.
This kind of move with dotting all the Is and crossing all the Ts is exactly the sort of thing American M&A professionals would do. And especially now where financial circumstances would likely merit austerity rather than spunking cash on unnecessary legal fees.
That doesn't mean he is about to pull the trigger necessarily, merely that he is making preparations to do so at short notice.
The Trust better be on the ball. . . |
Will & Nigel have got this... and Nigel's brother? |  |
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| FAO Will on 13:00 - Nov 20 with 1627 views | whoflungdung |
If he does sell, who will buy?
Could it no be a blessing in disguise | |
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| FAO Will on 13:00 - Nov 20 with 1625 views | exhmrc1 |
| FAO Will on 12:47 - Nov 20 by Shaky |
i've got to say the more I think about this, the more convinced I am Kaplan is making preparations to put the club into the shop window.
This kind of move with dotting all the Is and crossing all the Ts is exactly the sort of thing American M&A professionals would do. And especially now where financial circumstances would likely merit austerity rather than spunking cash on unnecessary legal fees.
That doesn't mean he is about to pull the trigger necessarily, merely that he is making preparations to do so at short notice.
The Trust better be on the ball. . . |
It fits together with the ground lease increasing the value of the club. There is previous form for this. Levien's mate in DC United has done the same. Got the ground built then put his shares up for sale. I suspect this has always been their plan. Spend as little as possible to keep the swans up then sell when the lease on the ground was done. Having the ground lease and the drag on rights allows them to sell a 100% company for sale. | | | |
| FAO Will on 13:04 - Nov 20 with 1603 views | costalotta |
| FAO Will on 13:00 - Nov 20 by exhmrc1 |
It fits together with the ground lease increasing the value of the club. There is previous form for this. Levien's mate in DC United has done the same. Got the ground built then put his shares up for sale. I suspect this has always been their plan. Spend as little as possible to keep the swans up then sell when the lease on the ground was done. Having the ground lease and the drag on rights allows them to sell a 100% company for sale. |
If so, does this mean HJ and the rest of the sell outs have to sell their shares too? And thus be expelled from the club board?
Every cloud!
To be honest not sure if that is good or bad news or justmore likely continued turmoil... | | | |
| FAO Will on 13:11 - Nov 20 with 1578 views | Shaky |
| FAO Will on 12:47 - Nov 20 by Shaky |
i've got to say the more I think about this, the more convinced I am Kaplan is making preparations to put the club into the shop window.
This kind of move with dotting all the Is and crossing all the Ts is exactly the sort of thing American M&A professionals would do. And especially now where financial circumstances would likely merit austerity rather than spunking cash on unnecessary legal fees.
That doesn't mean he is about to pull the trigger necessarily, merely that he is making preparations to do so at short notice.
The Trust better be on the ball. . . |
. . and in the spirit of conspiracy theories currently gripping Planet Swans, is it possible that sinister, unknown parties have leaked damaging information on Trust malfeasance and cock-ups as a sleight of hand to divert everybody's attention while they get the Hell out of Dodge? | |
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| FAO Will on 13:26 - Nov 20 with 1524 views | Kennedy |
So who owns the other 10.9%? Jenkins and Morgan must have 5% each to sit on the board. Unless they have 5.5/5.4 etc. |  |
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| FAO Will on 13:30 - Nov 20 with 1514 views | Shaky |
| FAO Will on 13:26 - Nov 20 by Kennedy |
So who owns the other 10.9%? Jenkins and Morgan must have 5% each to sit on the board. Unless they have 5.5/5.4 etc. |
Nobody knows for sure cos its all owned indirectly via a secretive US Deleware registered company, but Gruppenfuhrer Reinhard Heydrich apparently has some shares. | |
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| FAO Will on 13:35 - Nov 20 with 1481 views | costalotta |
| FAO Will on 13:00 - Nov 20 by exhmrc1 |
It fits together with the ground lease increasing the value of the club. There is previous form for this. Levien's mate in DC United has done the same. Got the ground built then put his shares up for sale. I suspect this has always been their plan. Spend as little as possible to keep the swans up then sell when the lease on the ground was done. Having the ground lease and the drag on rights allows them to sell a 100% company for sale. |
So that would be all shares? Including the trusts due to drag rights? Or 100% control by selling 68%, in other words only their shares? | | | |
| FAO Will on 13:46 - Nov 20 with 1441 views | Shaky |
| FAO Will on 13:35 - Nov 20 by costalotta |
So that would be all shares? Including the trusts due to drag rights? Or 100% control by selling 68%, in other words only their shares? |
That's the interesting thing about the current situation; they could potentially do both depending on the wishes of the prospective buyer.
At the same time they could sign a tightly drafted contractual representation/warranty that they know of no current or pending litigation surrounding their shareholding.
This affords Kaplan what is known as option value, and that value is very much tangible. | |
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| FAO Will on 13:53 - Nov 20 with 1406 views | costalotta |
| FAO Will on 13:46 - Nov 20 by Shaky |
That's the interesting thing about the current situation; they could potentially do both depending on the wishes of the prospective buyer.
At the same time they could sign a tightly drafted contractual representation/warranty that they know of no current or pending litigation surrounding their shareholding.
This affords Kaplan what is known as option value, and that value is very much tangible. |
Re 2nd para...
Is that becuase the Trust agreed to sell shares and not proceed with any litigation? If so, well played Americans. And, poor show from the sell outs and Trust yet again. | | | |
| FAO Will on 14:02 - Nov 20 with 1364 views | Shaky |
| FAO Will on 13:53 - Nov 20 by costalotta |
Re 2nd para...
Is that becuase the Trust agreed to sell shares and not proceed with any litigation? If so, well played Americans. And, poor show from the sell outs and Trust yet again. |
Potentially; it all depends on what exactly the terms say in the outline agreement the Trust have with Kaplan.
But he has been at least a couple of steps ahead of the Trust for the last 18 months, and I see no reason to suppose anything has changed recently on that score. | |
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| FAO Will on 14:29 - Nov 20 with 1305 views | costalotta |
| FAO Will on 14:02 - Nov 20 by Shaky |
Potentially; it all depends on what exactly the terms say in the outline agreement the Trust have with Kaplan.
But he has been at least a couple of steps ahead of the Trust for the last 18 months, and I see no reason to suppose anything has changed recently on that score. |
They have indeed and may have even guided the sell outs prior to the actual sale.
Makes a mockery of volunteering, which is in essence doing things on the cheap and very much a swansea way when run a multi million pound organisation whether that be a football team or its Trust. It's men against boys and our boys and it continues to show.
Best person for the job. | | | |
| FAO Will on 14:48 - Nov 20 with 1253 views | Nookiejack |
| FAO Will on 13:53 - Nov 20 by costalotta |
Re 2nd para...
Is that becuase the Trust agreed to sell shares and not proceed with any litigation? If so, well played Americans. And, poor show from the sell outs and Trust yet again. |
Say in the scenario that Kaplan and Levein are the ultimate beneficial owners of another Delaware Company (which you could never identity given based in Delaware) who buys the existing Delaware Holding Company club out for say £5m and the Trust is dragged along receiving £1m (21% of £5m). Plus another £5m for Trust signing the deal in the first place to accept the drag rights.
Couldn’t the new Delaware Company then Bank all the parachute money sell Mawson and Fabianaki etc so that the Yanks get all their investment back -as they would then receive 100% of all the Assets. | | | |
| FAO Will on 14:56 - Nov 20 with 1221 views | Shaky |
| FAO Will on 14:48 - Nov 20 by Nookiejack |
Say in the scenario that Kaplan and Levein are the ultimate beneficial owners of another Delaware Company (which you could never identity given based in Delaware) who buys the existing Delaware Holding Company club out for say £5m and the Trust is dragged along receiving £1m (21% of £5m). Plus another £5m for Trust signing the deal in the first place to accept the drag rights.
Couldn’t the new Delaware Company then Bank all the parachute money sell Mawson and Fabianaki etc so that the Yanks get all their investment back -as they would then receive 100% of all the Assets. |
The Trust's ownership interest is via a UK company (2002 Ltd) so they couldn't be dragged anywhere on a sale of any Delaware company. | |
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| FAO Will on 15:10 - Nov 20 with 1173 views | Nookiejack |
| FAO Will on 14:56 - Nov 20 by Shaky |
The Trust's ownership interest is via a UK company (2002 Ltd) so they couldn't be dragged anywhere on a sale of any Delaware company. |
So how do they get their money out.
It is looking increasingly likely we are going to become relegated - how much will the club be worth then?
Acquision of the stadium lease is likely then to destroy value - given locked into paying £300,000 a year, instead of peppercorn rent. Value of Stadium Rights will fall as well.
To get their money back they need to sell remaining valueable players and bank the parachute money. Yet any dividend distribution means 21% goes to the Trust, which would be a considerable leakage for them? | | | |
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