Mark Attanasio

[dylanisabaddog 4,975]

2 minutes ago, hogesar said:

 

Attanassio is definitely getting a good deal and I'm not sure with how much intent but seems to have manufactured a scenario where there is little choice moving forwards. But that's as much down to our current owners as him. 

We don't know for sure that MA is getting a good deal, in fact we know very little at all. 

What we do know for sure is that our club will soon be owned by an Italian American through a shell company based in a tax haven. 

 

[Midlands Yellow 4,068]

12 minutes ago, dylanisabaddog said:

We don't know for sure that MA is getting a good deal, in fact we know very little at all. 

What we do know for sure is that our club will soon be owned by an Italian American through a shell company based in a tax haven. 

 

A more significant question might be this. If Stu dropped is Y-Fronts tonight and had a 4” **** would Zoe beat Hoggy to it? 

[hogesar 9,736]

18 minutes ago, dylanisabaddog said:

We don't know for sure that MA is getting a good deal, in fact we know very little at all. 

What we do know for sure is that our club will soon be owned by an Italian American through a shell company based in a tax haven. 

 

We don't know for sure but from every bit of info we have now with the additional loans it doesn't take much working out. And let's be honest, this waiver is doing him another favour.

Agree with the second paragraph! How that pans out for the future none of us know!

[Capt. Pants 4,276]

48 minutes ago, king canary said:

Every now and then I open this thread, read the obviously very thoughtful posts with lots of important info, stroke my chin and react like this.

 

I really can't imagine every shareholder is going through this incredible amount of detail! 

[Sufyellow 223]

7 hours ago, Badger said:

 

If he were to change his plans, how much money would we have to find and how quickly? I know that he has lent us money but we don't know at what rate or the repayments terms? 

Some are suggesting that MA's umbrage could be financial catastrophe for us, but I don't really see how* - am I missing something?

*although there might be some short-term discomfort

Doesn't the parachute money and future player money still cover theses loans. Or was that all false from the club? If so this is the last season of parachute money.  

[MrBunce 245]

@shefcanary - No worries, thank you for having a look at the numbers. I heard the figure from the journalists but couldn't reconcile it from what I had seen so wanted to crack excel out and add it up for myself.

@GMF - my 1.55 is a "made up" figure in the sense that if you convert those loans at that FX rate it will sum up to the £33m in the circular. So a lot of big assumptions going on but seems broadly similar to the FX on the loans where we have a USD and GBP value.

@nutty nigel - that is so very kind of you and it means an awful lot. Thank you! 

[GMF 756]

16 minutes ago, MrBunce said:

@shefcanary - No worries, thank you for having a look at the numbers. I heard the figure from the journalists but couldn't reconcile it from what I had seen so wanted to crack excel out and add it up for myself.

@GMF - my 1.55 is a "made up" figure in the sense that if you convert those loans at that FX rate it will sum up to the £33m in the circular. So a lot of big assumptions going on but seems broadly similar to the FX on the loans where we have a USD and GBP value.

@nutty nigel - that is so very kind of you and it means an awful lot. Thank you! 

The Term Sheet (dated 19 January 2023) refers (point 9) to the Loan Agreement (4,862,800 GBP).

The Relevant Loan Agreement document (dated 9 June 2023) refers to the principle sum of $6,020,146.41, which is equivalent to $1.238 to the £.

Notwithstanding this, who, purely from a commercially minded perspective, would agree to a loan repayment (I appreciate it’s been extended) that is a stark choice between, 

1. a loan repayment that is TWICE the principal sum, or,
2. a debt for equity swap, against the principal sum, equivalent to £25.00 a share, conditional upon securing a waiver agreement that would specifically exclude making an offer to all minority shareholders?

The options are hardly comparable and it’s no wonder that the independent directors are endorsing the waiver option.

[Soldier on 161]

32 minutes ago, GMF said:

The Term Sheet (dated 19 January 2023) refers (point 9) to the Loan Agreement (4,862,800 GBP).

The Relevant Loan Agreement document (dated 9 June 2023) refers to the principle sum of $6,020,146.41, which is equivalent to $1.238 to the £.

Notwithstanding this, who, purely from a commercially minded perspective, would agree to a loan repayment (I appreciate it’s been extended) that is a stark choice between, 

1. a loan repayment that is TWICE the principal sum, or,
2. a debt for equity swap, against the principal sum, equivalent to £25.00 a share, conditional upon securing a waiver agreement that would specifically exclude making an offer to all minority shareholders?

The options are hardly comparable and it’s no wonder that the independent directors are endorsing the waiver option.

Doesn’t the blurb actually say that the independent directors are happy to endorse the recommendation from independent financial advisors appointed by the club or along those lines 

 

[GMF 756]

26 minutes ago, Soldier on said:

Doesn’t the blurb actually say that the independent directors are happy to endorse the recommendation from independent financial advisors appointed by the club or along those lines 

 

Indeed. Now ask yourself why? 

[essex canary 504]

34 minutes ago, Soldier on said:

Doesn’t the blurb actually say that the independent directors are happy to endorse the recommendation from independent financial advisors appointed by the club or along those lines 

 

Yes but that won't take account of the perspectives of the shareholders as individuals.

 

[Jim Smith 2,339]

7 hours ago, MrBunce said:

Hi Shef, I've now got access to my computer and tried to crunch the numbers on the financing. My reading of the documents of the figures are different to yours. I'm not sure if it's because I'm missing something (refs in [ ]). My reading is that Norfolk has provided £33,637,200 of financing to the Club since the C Pref / Share purchases [Circular: page 8]. I have this as:

- First Promissory Note 14/12/22: $2,109,360 (balancing figure FX rate: 1.55 USD/GBP) [Term Sheet: 3]

- Second Promissory Note 19/12/22: $7,692,300 (balancing figure FX rate: 1.55 USD/GBP) [Term Sheet: 4]

- Loan Agreement 20/01/23: £1,634,700 [Term Sheet: 8]

- "Relevant Loan" 20/01/23: £4,682,800 [Term Sheet: 9]

- Line of Credit 20/03/23: £21,000,000 [Term Sheet: 14] (assume available as Relevant Loan provided, i.e. Ecotonian Financing did not arrive, but may have not been drawn)

Total: £33,637,200

Then total cost of ordinary share purchases: £3,317,425 (132,687 shares @ £25).

Then C Preference Shares: £10,000,000 (10,000,000 shares @ £1).

Total spend: £46,954,625 = £33,637,200 + £3,317,425 + £10,000,000.

Are you saying that Mr Attanasio has extended further financing in his own name beyond that above? The Promissory Notes, Loans and Line of Credit has been provided by Norfolk according to the Term Sheet. Otherwise, I'd get nowhere near the £70m that you refer to. 

I'd be grateful for your thoughts!

My thoughts are increasingly that the current board have actually got us into a slightly scary financial position with these loans and arrangements with MA and he effectively has everyone over a barrel. Whilst he may well be a good guy so it all turns out ok in the end once this is voted through, I’m far from convinced that what has been going on is good governance. 

[Canaries north 151]

17 minutes ago, Jim Smith said:

My thoughts are increasingly that the current board have actually got us into a slightly scary financial position with these loans and arrangements with MA and he effectively has everyone over a barrel. Whilst he may well be a good guy so it all turns out ok in the end once this is voted through, I’m far from convinced that what has been going on is good governance. 

My view exactly. It looks like we have made a bit of a mess of things and only have one way out. I am also trying to work out why it's all being done this way rather than just buying out Delia and having to offer to buy out all the other shareholders. If he is serious that must be an easier way than this mess. 

[essex canary 504]

3 minutes ago, Canaries north said:

My view exactly. It looks like we have made a bit of a mess of things and only have one way out. I am also trying to work out why it's all being done this way rather than just buying out Delia and having to offer to buy out all the other shareholders. If he is serious that must be an easier way than this mess. 

Exactly and the whole thing is being recommended by an Executive Director who has benefitted from the high salary culture that has given rise to the situation. Perhaps that should be the focus of a vote 'Against' together with a formal objection to the so called Independent Report that could also make clear that it is not necessarily a vote against Attanasio per se?

[norfolkngood 1,087]

7 minutes ago, Jim Smith said:

My thoughts are increasingly that the current board have actually got us into a slightly scary financial position with these loans and arrangements with MA and he effectively has everyone over a barrel. Whilst he may well be a good guy so it all turns out ok in the end once this is voted through, I’m far from convinced that what has been going on is good governance. 

i think he has everyone over barrel 

i do not like MA has loaned instead of invested but then why should he , if he wants to play hard businessman 

imagine a board meeting club needs 20 million MA has his own money and is far richer so he says yes fine here is my 10 million

Delia and MWJ can not / will not put any of their own money in so MA has the advantage straight away ok what about a loan for equity ????

the club needs money and MA is the only one willing to put it in one way or another ,

i think Delia and MWJ would have been better saying club is for sale at xyz no loans just a straight buyer ,

the buyer would then have to work hard to get a profit as he would need success ,

also he would not want to lose his investment ,

in my eyes MA can not lose as he has loaned the club money which is far lower than its worth 

 

 

 

 

 

 

 

 

 

 

 

 

 

[chicken 2,642]

49 minutes ago, essex canary said:

Exactly and the whole thing is being recommended by an Executive Director who has benefitted from the high salary culture that has given rise to the situation. Perhaps that should be the focus of a vote 'Against' together with a formal objection to the so called Independent Report that could also make clear that it is not necessarily a vote against Attanasio per se?

Not sure why you keep going on about this "high salary culture" etc. Has the executive director you have constantly dragged through the mud at every given opportunity, benefitted more from this than any other person in a similar role at a  similarly placed/sized club?

If you have no data on that front, how do we know she has actually benefitted from it? It may have just brought parity for them?

We had a higher salary than many other clubs last season for a number of reasons, the two most obvious are that we went with what we had and to do that retained some high earning players. Other teams didn't go with that model, for example Burnley, who offloaded a number of players and reduced their wage bill. Different approaches with different results.

Obviously, the majority of the league were also not on parachute payments or have squads filled with championship winning players who no doubt demand/want good, strong championship wages to reflect that.

At which point you are talking about an approach, not a "culture". This summer, we switched, jettisoning higher waged players - Pukki and Krul for example, bringing in money through Aarons, Omobamidele and Rashice whilst adding players of quality on a modest budget. Again, doesn't seem much like a "culture" does it.

And when you look around, it's not uncommon either. Again, Burnley did this, one would hazard to guess, because they appointed a new manager and wanted him to be able to build his own team. So selling some of their assets and cutting the wage bill meant he was able to bring in his players and do that. When players are signing contracts in the championship, they won't be demanding such high wages.

Parma has touched on this before. 

[essex canary 504]

5 minutes ago, chicken said:

Not sure why you keep going on about this "high salary culture" etc. Has the executive director you have constantly dragged through the mud at every given opportunity, benefitted more from this than any other person in a similar role at a  similarly placed/sized club?

If you have no data on that front, how do we know she has actually benefitted from it? It may have just brought parity for them?

We had a higher salary than many other clubs last season for a number of reasons, the two most obvious are that we went with what we had and to do that retained some high earning players. Other teams didn't go with that model, for example Burnley, who offloaded a number of players and reduced their wage bill. Different approaches with different results.

Obviously, the majority of the league were also not on parachute payments or have squads filled with championship winning players who no doubt demand/want good, strong championship wages to reflect that.

At which point you are talking about an approach, not a "culture". This summer, we switched, jettisoning higher waged players - Pukki and Krul for example, bringing in money through Aarons, Omobamidele and Rashice whilst adding players of quality on a modest budget. Again, doesn't seem much like a "culture" does it.

And when you look around, it's not uncommon either. Again, Burnley did this, one would hazard to guess, because they appointed a new manager and wanted him to be able to build his own team. So selling some of their assets and cutting the wage bill meant he was able to bring in his players and do that. When players are signing contracts in the championship, they won't be demanding such high wages.

Parma has touched on this before. 

Much of what you written may well be accurate but it is hard to challenge when you have written in such quantity.

One fact is that when last relegated from the Premier League with us Burnley's published accounts showed £25 million more wage spend than us whilst, unlike us, they had been up there some time. With Brentford who went up with us and  did survive that season it was £50 million and would have been more had we achieved the same outcomes. I agree with your previous comments that we should have kept the likes of Vrancic instead. That to my mind is strong evidence of a high wage culture.

Alongside being responsible for Vision and Strategy according to the Annual Report, the ED ought reasonably to be factoring in the perspectives of shareholders own financial interests especially in the context of representing herself as an 'Independent' Director as she has done in the Rule 9 Waiver document. I think it fair to say that numerous other contributors have effectively made that point.

[hogesar 9,736]

1 hour ago, Jim Smith said:

My thoughts are increasingly that the current board have actually got us into a slightly scary financial position with these loans and arrangements with MA and he effectively has everyone over a barrel. Whilst he may well be a good guy so it all turns out ok in the end once this is voted through, I’m far from convinced that what has been going on is good governance. 

However, these loans and arrangements would be very common place with any new owner who isn't a lifelong norwich fan as they're never going to gift 10s of millions.

And you've been desperate for one of these shiny new owners for years...

[Terminally Yellow 2,477]

32 minutes ago, hogesar said:

And you've been desperate for one of these shiny new owners for years...

No he hasn't. The old owners are just another convenient thing to moan about. He's no supporter. He's a moaner. 

[dylanisabaddog 4,975]

6 hours ago, essex canary said:

Much of what you written may well be accurate but it is hard to challenge when you have written in such quantity.

One fact is that when last relegated from the Premier League with us Burnley's published accounts showed £25 million more wage spend than us whilst, unlike us, they had been up there some time. With Brentford who went up with us and  did survive that season it was £50 million and would have been more had we achieved the same outcomes. I agree with your previous comments that we should have kept the likes of Vrancic instead. That to my mind is strong evidence of a high wage culture.

Alongside being responsible for Vision and Strategy according to the Annual Report, the ED ought reasonably to be factoring in the perspectives of shareholders own financial interests especially in the context of representing herself as an 'Independent' Director as she has done in the Rule 9 Waiver document. I think it fair to say that numerous other contributors have effectively made that point.

The difference between you and @chickenis that Chicken is looking at this from the perspective of the future of the football club he supports whereas your only concern seems to be making a few quid on your shares.

In simple terms, a tiny minority interest in a loss making company that doesn't pay dividends is effectively worthless. But 99 out of 100 people who bought their shares did so with no thought whatsoever as to benefiting financially. For goodness sake put your grubby self interest to one side and concentrate on the long term future of our club. 

[dylanisabaddog 4,975]

13 hours ago, hogesar said:

We don't know for sure but from every bit of info we have now with the additional loans it doesn't take much working out. And let's be honest, this waiver is doing him another favour.

Agree with the second paragraph! How that pans out for the future none of us know!

Sorry but I beg to differ. We have been told the legal bare minimum. There are some extremely intelligent and knowledgeable people on this forum but none of them has any certainty at all. That is worrying, especially when it would have been possible to lay out the long term plan. 

A few days ago I posted the view that I was concerned that MA is buying control of our club using a shell company in a tax haven. That view was ridiculed by some, one of whom actually stated the opinion that it was a good thing because it would mean that MA would save money that he can put into the club. That's about as naive as you can get. It really is very simple, people who use Delaware for business purposes have something they wish to hide or know that they will have something they will wish to hide in the future. 

To put things simply, I'm being asked to believe that a foreigner who has no knowledge or interest in football, who has conducted his business through a shell company in a tax haven, has the long term interests of our club at heart. Really? If this was happening to Ipswich Town we would be laughing our heads off. 

Edited September 14, 2023 by dylanisabaddog

[Jim Smith 2,339]

7 hours ago, hogesar said:

However, these loans and arrangements would be very common place with any new owner who isn't a lifelong norwich fan as they're never going to gift 10s of millions.

And you've been desperate for one of these shiny new owners for years...

My issue is not with incurring loans/debt per se. If shareholders were being given a vote of a takeover based partly on loans to be converted into equity with all the risks explained properly  then fine.

The issue here is it’s all already happened six to eight months ago and members are being asked to vote to sanction it after the event knowing that if they vote against it (and let’s me honest against their own interests as shareholders) then it could, based on the info we have available,  cause the club financial issues due to the need to repay the loans.

I won’t vote against it. I think we need change at the top and I am placing my faith in the fact that the owners have judged MAs character well. But I do not think that the background details to this deal laid out in the terms document are a glowing endorsement of the current board and executive team because the way it has been done gives shareholders little option. 

 

 

[Jim Smith 2,339]

9 minutes ago, Jim Smith said:

My issue is not with incurring loans/debt per se. If shareholders were being given a vote of a takeover based partly on loans to be converted into equity with all the risks explained properly  then fine.

The issue here is it’s all already happened six to eight months ago and members are being asked to vote to sanction it after the event knowing that if they vote against it (and let’s me honest against their own interests as shareholders) then it could, based on the info we have available,  cause the club financial issues due to the need to repay the loans.

I won’t vote against it. I think we need change at the top and I am placing my faith in the fact that the owners have judged MAs character well. But I do not think that the background details to this deal laid out in the terms document are a glowing endorsement of the current board and executive team because the way it has been done gives shareholders little option. 

 

 

And also suggests that without this deal, financially the club might have issues. 

[PurpleCanary 5,580]

14 hours ago, Soldier on said:

Doesn’t the blurb actually say that the independent directors are happy to endorse the recommendation from independent financial advisors appointed by the club or along those lines 

 

If you mean the notice from Carteret it is the other way round:

The Independent Directors have confirmed that they are happy with the contents of the final version of the Circular which was forwarded to us on 24 August 2023, and Carteret Group Limited (as the Company’s Financial Advisor) hereby gives its consent to the issue of this Circular and the inclusion of its name in the form and context in which it appears.

In other words Smith and Webber have finalised the report, which is in their name, and on that basis Carteret are satisfied with it and content to let it be published as such. It is the ID's report and recommendation to vote for the waiver rather than Carteret's.

Edited September 14, 2023 by PurpleCanary

[GMF 756]

9 hours ago, essex canary said:

Exactly and the whole thing is being recommended by an Executive Director who has benefitted from the high salary culture that has given rise to the situation. Perhaps that should be the focus of a vote 'Against' together with a formal objection to the so called Independent Report that could also make clear that it is not necessarily a vote against Attanasio per se?

Rule No 1, never make it personal, not least because there would almost certainly be a team working on this; legal, financial and executive. Decisions regarding the appointment of executive officers is a matter for the board, not keyboard warriors…

[GMF 756]

@dylanisabaddog whilst Delaware is the US equivalent of Bermuda, the Cayman Islands or the British Virgin Islands, if a US citizen wants to organise their own tax affairs, whether simply for matters of privacy or tax avoidance, then that is their choice. It doesn’t necessarily mean that their intentions are less than honest, though.

That said, the documents could have been better presented and clearer with regards to the Club’s current situation and future direction of travel.

[GMF 756]

10 hours ago, Jim Smith said:

My thoughts are increasingly that the current board have actually got us into a slightly scary financial position with these loans and arrangements with MA and he effectively has everyone over a barrel. Whilst he may well be a good guy so it all turns out ok in the end once this is voted through, I’m far from convinced that what has been going on is good governance. 

In my opinion this shouldn’t be viewed as a take it, or leave it situation. All these loans are personal to MA and should be capable of renegotiating if the vote doesn’t go through. 

[PurpleCanary 5,580]

1 hour ago, Jim Smith said:

My issue is not with incurring loans/debt per se. If shareholders were being given a vote of a takeover based partly on loans to be converted into equity with all the risks explained properly  then fine.

The issue here is it’s all already happened six to eight months ago and members are being asked to vote to sanction it after the event knowing that if they vote against it (and let’s me honest against their own interests as shareholders) then it could, based on the info we have available,  cause the club financial issues due to the need to repay the loans.

I won’t vote against it. I think we need change at the top and I am placing my faith in the fact that the owners have judged MAs character well. But I do not think that the background details to this deal laid out in the terms document are a glowing endorsement of the current board and executive team because the way it has been done gives shareholders little option. 

 

 

Jim, you would have to say that, since as Hoggy points out for years you called for S&J to take a calculated risk, which as I seem to remember saying at the time meant in practical terms potentially getting into serious debt if it didn't work out, and probably wasn't the kind of gamble you would take with your own finances...

More seriously, yes, it has mainly all happened, but then it would have happened that way anyway, without consultation.. All that info is only there because it is regarded as necessary background to what is on the face of it a much smaller decision about Attanasio spending £5m on buyng some more shares.

In practice, of course, there might well be consequences concerning those big loans and even Attanasio's long-term plans if shareholders don't play ball to allow him the waiver he wants, so that is certainly added pressure.

Edited September 14, 2023 by PurpleCanary

[Jim Smith 2,339]

3 minutes ago, PurpleCanary said:

Jim, you would have to say that, since as Hoggy points out for years you called for S&J to take a calculated risk, which as I seem to remember saying at the time meant in practical terms potentially getting into serious debt if it didn't work out, and probably wasn't the kind of gamble you would take with your own finances...

More seriously, yes, it has mainly all happened, but then it would have happened that way anyway, without consultation.. All that info is only there because it is regarded as necessary background to what is on the face of it a much smaller decision about Attanasio spending £5m on buyng some more shares.

In practice, of course, there might well be consequences concerning those big loans if shareholders don't play ball to allow Attanasio the waiver he wants, so that is certainly added pressure.

As I’ve said Purple I have no issue with taking on manageable debt finance.  However, I do think that for us to have gone from no debt, to debts of the scale revealed in the last accounts and in the background papers to this, in such a short time and whilst selling tens of millions worth of players at the same time, is somewhat alarming, especially under the watch of people who are (in some cases) being paid very, very, well. I also think it has effectively tied the hands of shareholders with this vote. It is what it is. Let’s hope once it’s all played out this deal stabilises things with all debts being to MA and therefore hopefully with little or no threat of being called in!

 

[dylanisabaddog 4,975]

18 minutes ago, GMF said:

@dylanisabaddog whilst Delaware is the US equivalent of Bermuda, the Cayman Islands or the British Virgin Islands, if a US citizen wants to organise their own tax affairs, whether simply for matters of privacy or tax avoidance, then that is their choice. It doesn’t necessarily mean that their intentions are less than honest, though.

You may chose to do business with someone who uses a tax haven that doesn't even require financial reporting. I'm not quite as naive. 

[dylanisabaddog 4,975]

2 minutes ago, Jim Smith said:

 Let’s hope once it’s all played out this deal stabilises things with all debts being to MA and therefore hopefully with little or no threat of being called in!

 

Hope...... 

Hopefully...... 

I'll say it again, if this was Ipswich Town we would be laughing 

Edited September 14, 2023 by dylanisabaddog