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2015 Takeover Thread


samjp26

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I've never got this "good things don't happen because we're Villa" attitude. We're not cursed FFS and in the grand scheme of things loads of other clubs have had it a lot worse.

Ok fair point, change good things to things worth shouting about.

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I've never got this "good things don't happen because we're Villa" attitude. We're not cursed FFS and in the grand scheme of things loads of other clubs have had it a lot worse.

Ok fair point, change good things to things worth shouting about.

 

Same could be said of most clubs.

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I'm a lawyer and have worked on similar acquisitions and totally agree with the above. These things take a lot of time and in the meantime you're not going to hear anything as these preliminary agreements always come with strict confidentiality clauses and restrictions on trading. It's going to take time and in the meantime you're not going to get a sniff of anything unless information gets leaked.

 

 

I don't agree entirely with this.  Most buyers at this stage would find it extremely difficult if not impossible to put trading restrictions on a Seller.  It will more likely be business as usual in line with the business plan, forecasts and operating budgets of the club.  The Buyer will have had all of his FDD results and produced his own operating forecasts and business plan for moving forward but should expect the business to operate in the ordinary course and within its own current financial plans and budgets.  The Buyer's offer should be based on that happening.  If there was a particular project or (in AVFC's case) prospect that might take us outside the scope of the current business plan then there may be conversations between Buyer and Seller to make sure the Buyer is happy but general trading restrictions are far too extreme from my experience of these things (although at a lower level than this deal).

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I've never got this "good things don't happen because we're Villa" attitude. We're not cursed FFS and in the grand scheme of things loads of other clubs have had it a lot worse.

Ok fair point, change good things to things worth shouting about.

Same could be said of most clubs.

Yep not sure what your point is though and how that would make it silly to have an attitude that highlights that.

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Forgive my less than perfect grasp of the English language, but what exactly does "due diligence" mean in this context? Having all the work (valuation, evaluation etc.) done, putting the paperwork on the table ready to sign?

From what I understand, in essence it is the buyer making sure that what you SAY you are selling to them is actually what you are selling to them from a financial perspective.  And that there are no hidden surprises waiting for them when they take over.

 

Once everything is as you have said it is, then it should all be good.  Even if they do find something, provided it is not enormous, the asking price can be adjusted to account for it.

 

Essentially Due Diligence involves undertaking investigations into the Target on a financial, legal and operational level to make sure that what you are led to believe is true is actually true.  This can take a fair number of weeks to do (or at least it does if done properly which you would expect in this case) and the size of the task will largely depend on the size of the target and what it does.

 

The DD will encompass looking into and asking questions about all aspects of the business and particularly:

 

Financial/Accounts

Tax

Assets

Property

Contracts

HR

Pensions

Employees

Environmental

 

...the list could go on and there will almost certainly be a large number of people involved in the process from the legal and accounting teams and elsewhere (depending on the type of business being acquired).

 

This process is backed up with protections for the Buyer in the sale documentation by way warranties and indemnities.  Warranties are statements of fact made by the Seller that certain things are true and correct and if they are not (and the Seller hasn't previously disclosed this) then the Seller could be sued for breach of warranty.  Indemnities normally arise where DD has identified a particular problem or liability which may arise and which the seller has agreed to be responsible for financially should it arise.

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I've never got this "good things don't happen because we're Villa" attitude. We're not cursed FFS and in the grand scheme of things loads of other clubs have had it a lot worse.

Ok fair point, change good things to things worth shouting about.
Same could be said of most clubs.

Yep not sure what your point is though and how that would make it silly to have an attitude that highlights that.

 

 

You don't get his point how? It's written in the plainest English possible. 

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I've never got this "good things don't happen because we're Villa" attitude. We're not cursed FFS and in the grand scheme of things loads of other clubs have had it a lot worse.

Ok fair point, change good things to things worth shouting about.
Same could be said of most clubs.

Yep not sure what your point is though and how that would make it silly to have an attitude that highlights that.

 

My point is that the "good things don't happen to us because we're Villa" attitude is wrong because indeed most clubs are in the same position.

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Good things don't happen to us because for far too long we've been run by **** idiots.

True - way back to Ellis who was an even bigger egotistical (or is that Egotesticle) idiot who never cared for the fans but just what he could get out of the club and his own Ego!

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Forgive my less than perfect grasp of the English language, but what exactly does "due diligence" mean in this context? Having all the work (valuation, evaluation etc.) done, putting the paperwork on the table ready to sign?

From what I understand, in essence it is the buyer making sure that what you SAY you are selling to them is actually what you are selling to them from a financial perspective.  And that there are no hidden surprises waiting for them when they take over.

 

Once everything is as you have said it is, then it should all be good.  Even if they do find something, provided it is not enormous, the asking price can be adjusted to account for it.

 

Essentially Due Diligence involves undertaking investigations into the Target on a financial, legal and operational level to make sure that what you are led to believe is true is actually true.  This can take a fair number of weeks to do (or at least it does if done properly which you would expect in this case) and the size of the task will largely depend on the size of the target and what it does.

 

The DD will encompass looking into and asking questions about all aspects of the business and particularly:

 

Financial/Accounts

Tax

Assets

Property

Contracts

HR

Pensions

Employees

Environmental

 

...the list could go on and there will almost certainly be a large number of people involved in the process from the legal and accounting teams and elsewhere (depending on the type of business being acquired).

 

This process is backed up with protections for the Buyer in the sale documentation by way warranties and indemnities.  Warranties are statements of fact made by the Seller that certain things are true and correct and if they are not (and the Seller hasn't previously disclosed this) then the Seller could be sued for breach of warranty.  Indemnities normally arise where DD has identified a particular problem or liability which may arise and which the seller has agreed to be responsible for financially should it arise.

 

Exactly...this will not be a quick process but IMO a potentially positive development.

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Am I right in thinking that entering into exclusivity essentially means that Lerner has agreed a sale in all but the final checks and papers; that agreement is no longer an obstacle, only accounts?

Yes it does.

 

Lerner has a price rumoured to be at least £150m. If the bidding party has met that price they can be granted exclusivity which means they have a set period to do the deal.

 

This will mean that they have now embarked on due diligence which in laymans speak means that they are checking that everything that the club has said in the information that they have provided to the buyer is correct. This will include for example something as basic as checking that say the club actually owns Villa Park but also would include key matters such checking players contracts and ensuring that the accounts truly represent financial position of the club and also checking whether any financial projections are reasonable. Finally it will include drafting the sale and purchase agreement and other associated documents.

 

It does not mean that they will necessarily need the entire exclusivity period to do the deal, if fact you would normally hope to complete the purchase before the end of that period.

 

If they find anything they don't like they will probably come back and try to chip the price. Lerner's advisors will expect this and will probably accept some reasonable adjustments to the agreed price. If of course at the end of the period they don't do the deal they have probably found something they don't like as they will be spending a lot of money in fees to professional advisors so this is definitely a serious and important development. An exclusivity agreement is not a legal obligation to buy its just an opportunity to look at the business in more detail with the intention to buy.

 

Finally they will almost certainly have had to prove to Lerner's advisors that they have the funds to do the deal.

 

All in all I think it is a very positive development suggesting that PL status was they key stumbling block preventing a sale earlier.

 

This is what I said a few days ago and I still stand by that view.

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Is there any reason why due diligence might not have begun on or very soon after 16/5 given we were safe by then if securing our top flight status was all that had been holding things up prior to that? If so, might we already be a month into this? 

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So many other factors involved.

Imminent proprietorship

Negligable earnings versus volatile asset transferables

Modified speculative market rating

Fiscal viscocity

Preemptive liquidity analysis

Executive flatulence

Any deal is far from done IMO

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I'm thinking at the mo that we may well be about to be taken over hence the delaying of new shirt .but if we are then we're not going to be having a multi billionaire due to the signings or rumoured signings we're being linked to. If it was big money we would be hearing of at least a few big names and signing proven quality which Micah Richards could be but also may not?!

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