Mark Attanasio

[Soldier on 161]

May get an update from Zoe Webber tonight if anyone shows up at the fans forum thing ?

[Nuff Said 5,175]

43 minutes ago, essex canary said:

More stunning amateurishness.

Enough about you, what do you think about the progress of the takeover? 😉

[Indy 3,315]

11 minutes ago, PurpleCanary said:

I don't know. But given how the club struggled (and that is a polite word) with its first ever serious dealings with the Takeover Code and Takeover Panel, it would not at all surprise me if the club has equally been flummoxed by or at least unprepared for its first ever dealings with the EFL's fit and proper ownership test.

But this isn’t a takeover is it? It’s a buy share to equal allotment! Is this the same process required as a full takeover? What if the Norfolk Group just bought small amounts of shares each year to reach the 40% would they still need this level of interrogation by the panel?

[shefcanary 2,446]

11 minutes ago, Indy said:

But this isn’t a takeover is it? It’s a buy share to equal allotment! Is this the same process required as a full takeover? What if the Norfolk Group just bought small amounts of shares each year to reach the 40% would they still need this level of interrogation by the panel?

As NCFC is a plc, as it involves the reduction of the minority rights influence on the club and due to the structure of the ultimate control in the club, once the holding goes above 30% it triggers an EFL investigation as their processes are linked to Company Law legislation on control. So I'm afraid it does require exactly the same (if not as explained above more detailed) process as a full takeover.

Saying that, If Attanasio had been okayed by the EFL simply for just being a Director of the club, before any shareholding shenanigans, would that have made this process null and void? I don't know.

Edited March 19 by shefcanary

[PurpleCanary 5,580]

12 minutes ago, Indy said:

But this isn’t a takeover is it? It’s a buy share to equal allotment! Is this the same process required as a full takeover? What if the Norfolk Group just bought small amounts of shares each year to reach the 40% would they still need this level of interrogation by the panel?

Yes, it is!

[PurpleCanary 5,580]

2 minutes ago, PurpleCanary said:

Yes, it is!

Indy, any move or even just a publicly stated intention to go beyond a 30 per cent holding is officially regarded as a takeover.

Edited March 19 by PurpleCanary

[essex canary 505]

32 minutes ago, Soldier on said:

May get an update from Zoe Webber tonight if anyone shows up at the fans forum thing ?

'I think, you know'. At least it is an Essex free zone.

[essex canary 505]

31 minutes ago, Nuff Said said:

Enough about you, what do you think about the progress of the takeover? 😉

I answered that the first time.

[Indy 3,315]

14 minutes ago, PurpleCanary said:

Indy, any move or even just a publicly stated intention to go beyond a 30 per cent holding is officially regarded as a takeover.

Indeed as above, but is that initial shareholder MA hasn’t he bought Foulgers shares? This other company in Norfolk Holdings is that now MA shares too or is that aside from the shares he already owns? My point being will he own a % personally and the rest in this group?

[shefcanary 2,446]

Just now, Indy said:

Indeed as above, but is that initial shareholder MA hasn’t he bought Foulgers shares? This other company in Norfolk Holdings is that now MA shares too or is that aside from the shares he already owns? My point being will he own a % personally and the rest in this group?

Yes, your last point is correct, but nevertheless under current UK Companies Law MA ostensibly holds a controlling interest in Norfolk Holdings so it triggers it regardless. The EFL are checking now whether that ostensible conclusion is actually true in fact and in law. At some point I think the EFL will have to revert to judgement on that, given the structure used and cross border issues. Can they take Attanasio at face value like I (with fingers crossed firmly behind my back) have?

[essex canary 505]

Why should the EFL approve the deal when MA has a potential exit clause that could cause further sustainability problems down the line?

[PurpleCanary 5,580]

25 minutes ago, Indy said:

Indeed as above, but is that initial shareholder MA hasn’t he bought Foulgers shares? This other company in Norfolk Holdings is that now MA shares too or is that aside from the shares he already owns? My point being will he own a % personally and the rest in this group?

That would count as acting in concert so all the share holdings would be lumped together.

[Indy 3,315]

21 minutes ago, shefcanary said:

Yes, your last point is correct, but nevertheless under current UK Companies Law MA ostensibly holds a controlling interest in Norfolk Holdings so it triggers it regardless. The EFL are checking now whether that ostensible conclusion is actually true in fact and in law. At some point I think the EFL will have to revert to judgement on that, given the structure used and cross border issues. Can they take Attanasio at face value like I (with fingers crossed firmly behind my back) have?

The more we go here the more messy the whole takeover appears. I would have thought the legal teams would have had a set of standards outlined by the EFL and made sure they were in accordance with all requirements? I’m a tad lost to the process not being followed or the EFL being too pedestrian in their process! 

[Indy 3,315]

24 minutes ago, shefcanary said:

Yes, your last point is correct, but nevertheless under current UK Companies Law MA ostensibly holds a controlling interest in Norfolk Holdings so it triggers it regardless. The EFL are checking now whether that ostensible conclusion is actually true in fact and in law. At some point I think the EFL will have to revert to judgement on that, given the structure used and cross border issues. Can they take Attanasio at face value like I (with fingers crossed firmly behind my back) have?

I wasn’t sure who held what I’m Norfolk Holdings, if he’s set up his son with the control in Norfolk Holdings then this entire process could have been avoided for the time being.

[PurpleCanary 5,580]

6 minutes ago, Indy said:

I wasn’t sure who held what I’m Norfolk Holdings, if he’s set up his son with the control in Norfolk Holdings then this entire process could have been avoided for the time being.

That would still be regarded as acting in concert. The PurpleCanary helpline is now closed for the day but anyone needing advice on totally lawful ways to avoid paying any tax at all are welcome to consult his "Is your island far enough offshore?" website.

[GMF 756]

1 hour ago, PurpleCanary said:

Indy, any move or even just a publicly stated intention to go beyond a 30 per cent holding is officially regarded as a takeover.

From a corporate perspective, yes, 30% is the legal threshold, however, under EFL (and Premier League rules, for that matter) a 25% holding is sufficient to require approval under the Owners’ and Directors’ Test.

[chicken 2,642]

Thanks @PurpleCanary and @shefcanary.

I wasn't suggesting anything really, just throwing down a question.

It all seems a bit messy, but if things have changed in terms of the EFL's approach, perhaps they were hoping it wouldn't have changed by that much? It's a shame in many ways. I'm sure none of those involved would have hoped for this protracted state of affairs but it is what it is. If the EFL are being extra scrupulous then they should be praised for that, no matter anyone's impatience. Having a third party cast it's eyes over everything to ensure it is all up to scratch and to ensure the club we love is being treated responsibly is a good thing.

I'd like to think Purple is right, that perhaps there is inexperience here too, for the club, though I would have thought MA would have been more clued up and could have advised in that regard too. Who knows.

[essex canary 505]

Some people maybe able to do their jobs well. Others can't really be bothered. They will all get paid regardless. We just wait regardless.

 

[PurpleCanary 5,580]

10 hours ago, chicken said:

Thanks @PurpleCanary and @shefcanary.

I wasn't suggesting anything really, just throwing down a question.

It all seems a bit messy, but if things have changed in terms of the EFL's approach, perhaps they were hoping it wouldn't have changed by that much? It's a shame in many ways. I'm sure none of those involved would have hoped for this protracted state of affairs but it is what it is. If the EFL are being extra scrupulous then they should be praised for that, no matter anyone's impatience. Having a third party cast it's eyes over everything to ensure it is all up to scratch and to ensure the club we love is being treated responsibly is a good thing.

I'd like to think Purple is right, that perhaps there is inexperience here too, for the club, though I would have thought MA would have been more clued up and could have advised in that regard too. Who knows.

Indeed. My guess is that it is a combination of both.

[Indy 3,315]

16 hours ago, PurpleCanary said:

That would still be regarded as acting in concert. The PurpleCanary helpline is now closed for the day but anyone needing advice on totally lawful ways to avoid paying any tax at all are welcome to consult his "Is your island far enough offshore?" website.

Do you work for the current government as their Accountant & Financial Advisor? 😉😉

[PurpleCanary 5,580]

2 minutes ago, Indy said:

Do you work for the current government as their Accountant & Financial Advisor? 😉😉

Don't be silly, Indy! You can not seriously imagine any government could afford me...🤣

[GMF 756]

1 Norfolk
Norfolk was incorporated on 13 June 2022 as a private limited company pursuant to the Limited Liability Company Act of the State of Delaware. Norfolk’s registered address is c/o The Corporation Trust Company, Corporation Trust Centre, 1209 Orange Street, Wilmington, DE 19801.

Norfolk was incorporated as an investment vehicle for the Ordinary Share Acquisition. Norfolk has no business or trading activities outside of its shareholding in the Company.

As of the date of this document, Norfolk currently holds: (i) 132,697 Ordinary Shares which represent approximately 21.5 per cent. of the entire issued Ordinary Share capital of the Company; and (ii) 10,000,000 C Preference Shares which were issued to Norfolk by the Company on 27 September 2022.

2 Directors of Norfolk
The Directors of Norfolk and their respective functions at the date of this document are as follows: Richard Schlesinger President, Marti Wronski Secretary, Dan Fumai Treasurer

3 Ultimate owners of Norfolk
Norfolk’s major members are Canaries, Footloose and Orchard who hold 27.9 per cent., 27.4 per cent. and 27.9 per cent. (respectively) of membership interests of Norfolk and, between them, hold approximately 83.2 per cent. The minority members in Norfolk are US-based individuals, trusts and corporate entities. Management of Norfolk is vested in Canary Management, which is also one of Norfolk’s minority shareholders.

Mark Attanasio ultimately controls Canaries, Canary Management and Footloose. Mark Attanasio is an American businessman who is the co-founder and managing partner of Crescent Capital Group LP and is also the chairman and principal owner of the Milwaukee Brewers Baseball Club.

Richard Ressler ultimately controls Orchard. Richard Ressler is an American businessman who is the co-founder and principal of CIM Group and has more than 30 years of real estate, infrastructure and lending experience.

 

The above information on Norfolk is copied from the waiver document, and has been covered previously in this thread. However, there’s further points that are worth exploring, especially given the passage of time.

EFL’s owners’ and directors’ test is considered inadequate by many observers, however, it does specify certain requirements, including the need to ensure that prospective owners and directors are not subject to any disqualifying events. This is probably the easiest bit of the test, comparatively speaking.

There’s also the need for the prospective owners to submit Future Financial Information (FFI) to demonstrate how the Club will operate over the period ahead.

Finally, any potential owner must demonstrate to the EFL the ultimate Source and Sufficiency of Funding.

On the face of this, all seems straightforward, but the reality is the Norfolk was a NewCo, with no trading records, its sole assets being shares in the Club. The EFL would have to be satisfied on a number of aspects here, including:-

First, the source of funds to acquire the shares originally,

Second, the source of funds for the £33m debt financing provided in January 2023.

Third, the background checks for the various shareholders in Norfolk, aside from the principal three companies listed, also the other minority 16.8% of shareholders in Norfolk.

Fourth, in relation to the FFI information, projected profit and loss accounts, cash flow data, balance sheets, with relevant explanatory information. In short, how much cash is required to run the Club over the next two seasons.

Fifth, in relation to Source and Sufficiency of Funding, proof that the prospective owner has access to acquire and fund the Club in accordance with the business plan. If those funds aren’t readily available and cleared in a UK bank account, then that’s another hurdle to overcome.

What’s also less clear is whether the £33m debt funding provided in January 2023 was what was initially needed to cover any expected shortfall in cash flows for the next two seasons, or whether additional debt funding above and beyond that amount would also be necessary, and, if so, what is the source of this?

Other conspiracy theories are, of course, available.

[essex canary 505]

The future financial forecasts that include any suggestion of exit settlement of C Preference Shares potentially exceeding 50% of the season ticket take will be very interesting. It could pose the question as to why they wasted time and money on it in the first place?

 

[Robert N. LiM 4,477]

48 minutes ago, GMF said:

1 Norfolk
Norfolk was incorporated on 13 June 2022

Am I the only person who finds the use of 'Norfolk' in this context quite funny and sinister at the same time.

Most especially here:

49 minutes ago, GMF said:

Ultimate owners of Norfolk

We're not for sale, buh.

Oh, apparently we are.

 

[CANARYKING 644]

3 minutes ago, Robert N. LiM said:

Am I the only person who finds the use of 'Norfolk' in this context quite funny and sinister at the same time.

Most especially here:

We're not for sale, buh.

Oh, apparently we are.

 

How long before he states “ this is ridiculous, I’m off “ 

[shefcanary 2,446]

1 hour ago, GMF said:

EFL’s owners’ and directors’ test is considered inadequate by many observers, however, it does specify certain requirements, including the need to ensure that prospective owners and directors are not subject to any disqualifying events. This is probably the easiest bit of the test, comparatively speaking.

There’s also the need for the prospective owners to submit Future Financial Information (FFI) to demonstrate how the Club will operate over the period ahead.

Finally, any potential owner must demonstrate to the EFL the ultimate Source and Sufficiency of Funding.

On the face of this, all seems straightforward, but the reality is the Norfolk was a NewCo, with no trading records, its sole assets being shares in the Club. The EFL would have to be satisfied on a number of aspects here, including:-

First, the source of funds to acquire the shares originally,

Second, the source of funds for the £33m debt financing provided in January 2023.

Third, the background checks for the various shareholders in Norfolk, aside from the principal three companies listed, also the other minority 16.8% of shareholders in Norfolk.

Fourth, in relation to the FFI information, projected profit and loss accounts, cash flow data, balance sheets, with relevant explanatory information. In short, how much cash is required to run the Club over the next two seasons.

Fifth, in relation to Source and Sufficiency of Funding, proof that the prospective owner has access to acquire and fund the Club in accordance with the business plan. If those funds aren’t readily available and cleared in a UK bank account, then that’s another hurdle to overcome.

If only Attanasio bought that allotment out of his own pocket? And then refinanced a bit a later behind the scenes. Ah well ....

Thanks for explaining clearly to others what the EFL are up against in succinct detail GMF, I just couldn't be bothered setting it all out. As I have continually stated, flushing out the identity and motivation of the 17% (or more accurately the 16.8%) is the biggest challenge one would expect. The rest should be a matter of record or numbers on a spreadsheet and relatively straightforward.

Edited March 20 by shefcanary
shortened the quote to avoid others switching off

[Google Bot 3,299]

[GMF 756]

1 hour ago, essex canary said:

The future financial forecasts that include any suggestion of exit settlement of C Preference Shares potentially exceeding 50% of the season ticket take will be very interesting. It could pose the question as to why they wasted time and money on it in the first place?

 

If you were to actually read the waiver documents properly, you would have noted that the Club are of the opinion that a trigger event is highly unlikely. Therefore, why would provision be made for it in the cash flow forecast for the next couple of seasons? 

[Parma Ham's gone mouldy 2,241]

3 hours ago, GMF said:

1 Norfolk
Norfolk was incorporated on 13 June 2022 as a private limited company pursuant to the Limited Liability Company Act of the State of Delaware. Norfolk’s registered address is c/o The Corporation Trust Company, Corporation Trust Centre, 1209 Orange Street, Wilmington, DE 19801.

Norfolk was incorporated as an investment vehicle for the Ordinary Share Acquisition. Norfolk has no business or trading activities outside of its shareholding in the Company.

As of the date of this document, Norfolk currently holds: (i) 132,697 Ordinary Shares which represent approximately 21.5 per cent. of the entire issued Ordinary Share capital of the Company; and (ii) 10,000,000 C Preference Shares which were issued to Norfolk by the Company on 27 September 2022.

2 Directors of Norfolk
The Directors of Norfolk and their respective functions at the date of this document are as follows: Richard Schlesinger President, Marti Wronski Secretary, Dan Fumai Treasurer

3 Ultimate owners of Norfolk
Norfolk’s major members are Canaries, Footloose and Orchard who hold 27.9 per cent., 27.4 per cent. and 27.9 per cent. (respectively) of membership interests of Norfolk and, between them, hold approximately 83.2 per cent. The minority members in Norfolk are US-based individuals, trusts and corporate entities. Management of Norfolk is vested in Canary Management, which is also one of Norfolk’s minority shareholders.

Mark Attanasio ultimately controls Canaries, Canary Management and Footloose. Mark Attanasio is an American businessman who is the co-founder and managing partner of Crescent Capital Group LP and is also the chairman and principal owner of the Milwaukee Brewers Baseball Club.

Richard Ressler ultimately controls Orchard. Richard Ressler is an American businessman who is the co-founder and principal of CIM Group and has more than 30 years of real estate, infrastructure and lending experience.

 

The above information on Norfolk is copied from the waiver document, and has been covered previously in this thread. However, there’s further points that are worth exploring, especially given the passage of time.

EFL’s owners’ and directors’ test is considered inadequate by many observers, however, it does specify certain requirements, including the need to ensure that prospective owners and directors are not subject to any disqualifying events. This is probably the easiest bit of the test, comparatively speaking.

There’s also the need for the prospective owners to submit Future Financial Information (FFI) to demonstrate how the Club will operate over the period ahead.

Finally, any potential owner must demonstrate to the EFL the ultimate Source and Sufficiency of Funding.

On the face of this, all seems straightforward, but the reality is the Norfolk was a NewCo, with no trading records, its sole assets being shares in the Club. The EFL would have to be satisfied on a number of aspects here, including:-

First, the source of funds to acquire the shares originally,

Second, the source of funds for the £33m debt financing provided in January 2023.

Third, the background checks for the various shareholders in Norfolk, aside from the principal three companies listed, also the other minority 16.8% of shareholders in Norfolk.

Fourth, in relation to the FFI information, projected profit and loss accounts, cash flow data, balance sheets, with relevant explanatory information. In short, how much cash is required to run the Club over the next two seasons.

Fifth, in relation to Source and Sufficiency of Funding, proof that the prospective owner has access to acquire and fund the Club in accordance with the business plan. If those funds aren’t readily available and cleared in a UK bank account, then that’s another hurdle to overcome.

What’s also less clear is whether the £33m debt funding provided in January 2023 was what was initially needed to cover any expected shortfall in cash flows for the next two seasons, or whether additional debt funding above and beyond that amount would also be necessary, and, if so, what is the source of this?

Other conspiracy theories are, of course, available.

Now we’re getting somewhere…well done @GMF 👍

 

’Lads, got a nice touch on a lowball punt in soccer’

’A straggler’

’i love a pump n’ dump’

’Who’s in?’

’Yeah…let’s Newco in Delaware it’

’high upside or flip it to an SSG’

’Pre-pack it on the down’
 

Parma 

Edited March 20 by Parma Ham's gone mouldy

[GMF 756]

9 minutes ago, Parma Ham's gone mouldy said:

Now we’re getting somewhere…well done @GMF 👍

 

’Lads, got a nice touch on a lowball punt in soccer’

’A straggler’

’i love a pump n’ dump’

’Who’s in?’

’Yeah…let’s Newco in Delaware it’

’high upside or flip it to an SSG’

’Pre-pack it on the down’
 

Parma 

It’s a good neither of us are cynical @Parma Ham's gone mouldy, isn’t it? 😉