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Motherwell FC - A Thread For All Seasons


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23 minutes ago, Erik Barmack said:

(5) What no one seems to disagree with here is that a better offer hasn't emerged.  That doesn't mean that this is the right offer for you, but no one to my knowledge is saying that we have somehow offered to pay LESS than a buyer who's qualified and who wants to be part of a hybrid business model.  On some level , you'd expect that to happen if valuation was WAY off.

We only get to do this once. Yours is one bid in 4 months since the video. It took St Johnstone several years to get a suitable buyer.

SPFL central revenues are on course to grow by 50% in the next 2 years so it would seem foolish for us to sell equity at such a low value when the club is only going to surge in value regardless of any take over or investment.

Now the terms of your deal are public I'm sure we will get better bids since the current club board seems keen to sell something with perhaps £6m in total value for less than £2m. There is a decent margin there for other investors to make a better offer.

 

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41 minutes ago, Erik Barmack said:

Now excuse me while I pull my GW shoe-ducking gif out ....

image.gif.5db19bd701acdca0381a7d78439a0ec0.gif

 

Blimey, GW is more nimble than I gave him credit for.

Please someone find out how good Biden or Trump would be…

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Wow, took me a couple of days to catch up (been busy).

Thoughts on the last few days:

I like the new match day training top and have added said item to my birthday Pinterest list.

Signings so far, Balmer seems decent! Sparrow another (pet) project? Serbian dude looks interesting.

Think that’s it.

Oh, wait almost forgot.

Investment proposal. Read the many interesting posts and agree with some.

Kudos to Eric for coming on here to explain/defend his position. Regardless of how you feel about this, it costs nothing to be civil.

would TWS counter offer be

  • TWS Retaining 51% of shares
  • The soft loan to remain, or to be retuned to TWS to boost its coffers
  • No expectation that TWS HAS to generate extra cash, just that it will TRY.
  • Replacement of the 3 TWS board members on the Club Executive Board.
  • A better buyback deal.

What else?

I am intrigued by what Eric et al can bring to the club, but would like so see that safe in the knowledge that TWS remain in overall charge.

 

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31 minutes ago, Jim McLean's Ghost said:

We only get to do this once. Yours is one bid in 4 months since the video. It took St Johnstone several years to get a suitable buyer.

SPFL central revenues are on course to grow by 50% in the next 2 years so it would seem foolish for us to sell equity at such a low value when the club is only going to surge in value regardless of any take over or investment.

Now the terms of your deal are public I'm sure we will get better bids since the current club board seems keen to sell something with perhaps £6m in total value for less than £2m. There is a decent margin there for other investors to make a better offer.

 

If you believe something is off by 3x -- then by all means, that sucks, and you should vote "no."  The market is a ruthless beast, so we'll see if that's right over time.  

In other news, I've given it some thought -- first, based on the Well Society Board letter and second, disturbingly, based on feedback on this board -- and I will be asking the Executive Board of MFC to make some changes prior to a vote.  By the way, I think the offer has a better chance than many of you do -- if you follow politics closely, as I do, you can see examples on Twitter and message boards of a block that clearly don't like a proposal or politician, and are certain that their points are unanimous, only to see the quieter side of a voting block feel differently.  As one touch-point, there was a poll on Twitter about our offer, and I believe it was 30 for / 70 against, and I think you have to consider a bit who's voting on a Twitter poll to realize that the fan-base might be more divided than this thread suggests. So, I'm not throwing in the towel.

The problem that I have is that the joy I have in working on this would be connected to the opinions of people who care the most about the Club, and so it's possible, I think, to win the vote and still lose the point of making the investment.  I also believe that this is really the only shot that I have on this project, and don't want to miss out on what I think is a good opportunity for us and MFC on differences that could be bridged.  So, yes, I'm going to suggest a few tweaks and will post those tweaks here and to the WS Board tomorrow (before Scotland vs. Germany).  Of those tweaks, I'm least inclined to change the valuation, for the reasons stated above, and I do have some thoughts on edits, but you are welcome to email me directly (erik@wildsheepcontent.com) if you have suggestions (besides, "get in the bin") -- @Alanos just posted the kind of stuff that I wouldn't agree with 100%, but which is quite useful, as an example.

E

p.s.  "After many years in which the world has afforded me many experiences, what I know most surely in the long run about morality and obligations, I owe to football." - Camus

 
Edited by Erik Barmack
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I'm mainly a lurker and rarely post so I'll leave the questions to those more knowledgeable/willing to type a myriad of paragraphs. Just to say thanks @Erik Barmack for popping into The Thread, it's made for an interesting read and I'm sure we all appreciate you engaging here even if we don't see eye to eye on the situation. Good to hear you're open to changes prior to the vote based on feedback.

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I was a "No" on the original society survey and nothing I've read subsequently has changed that. For me 51% of the total shareholding remaining with the fan base is my line in the sand. 

I'm assuming here that the proposal is not to dilute the society's and the private shareholding by issuing new shares, but for share transfers to take place between the society and the Barmarcks whilst the private shares will be purchased at market value separately.  Can I ask first is this assumption correct? If so is these share purchases agreed or dependent on the society's agreement. 

A 25% shareholding, will bring at least one board seat and an opportunity to implement many of the proposals being suggested. 

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18 minutes ago, Erik Barmack said:

By the way, I think the offer has a better chance than many of you do -- if you follow politics closely, as I do, you can see examples on Twitter and message boards of a block that clearly don't like a proposal or politician, and are certain that their points are unanimous, only to see the quieter side of a voting block feel differently.

I think this is a fair point and perfectly possible. I guess the point is that we are actually having a vote and some scrutiny on this rather than it being waved through as happens elsewhere - and that is the biggest advert for the WS having that majority and why most of us here see that as important. I'm sure you get the message by now...

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Just now, Erik Barmack said:

If you believe something is off by 3x -- then by all means, that sucks, and you should vote "no."  The market is a ruthless beast, so we'll see if that's right over time.  

I'll break down how I come to the 3x figure.

I reckon from the numbers that are in the public domain the club has a value of around £8m at the current state. Counting all our assets and our turnover. And even this value may be low considering signed future commercial rights deals. IMO you are trying to buy £4m worth of football club for £1.95m

Your deal requires the Well Society to invest £1.35m with nothing in return.

Your deal requires the Well Society to write off $422,000 in loans with nothing in return

Your deal require the club to allow you to buy the club in installements. As a rough guidance it would cost your company £375,000 in interest to reach this same arragement in proper commercial terms. You may dispute this figure and perhaps you would like to put your own number on the cost to the club of not receiving the full sum immediately.

So in total around £6m in benefits for your takeover for your £1.95m investment.

 

 

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27 minutes ago, Erik Barmack said:

As one touch-point, there was a poll on Twitter about our offer, and I believe it was 30 for / 70 against, and I think you have to consider a bit who's voting on a Twitter poll to realize that the fan-base might be more divided than this thread suggests. 

The poll I ran for 24 hours finished 71/29 against. Now you can't exactly take twitter polls as a 100%. 

 

 

 

For reference here are the results to the last poll I mentioned in my tweet, I think the vote in February ended up as being 60+ percent yes so there is obviously plentiful of margin for error but IMHO it gives a decent indication on voting intention.

 

 

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6 hours ago, Jim McLean's Ghost said:

I'll break down how I come to the 3x figure.

I reckon from the numbers that are in the public domain the club has a value of around £8m at the current state. Counting all our assets and our turnover. And even this value may be low considering signed future commercial rights deals. IMO you are trying to buy £4m worth of football club for £1.95m

Your deal requires the Well Society to invest £1.35m with nothing in return.

Your deal requires the Well Society to write off $422,000 in loans with nothing in return

Your deal require the club to allow you to buy the club in installements. As a rough guidance it would cost your company £375,000 in interest to reach this same arragement in proper commercial terms. You may dispute this figure and perhaps you would like to put your own number on the cost to the club of not receiving the full sum immediately.

So in total around £6m in benefits for your takeover for your £1.95m investment.

 

 

Sorry, Ghost, I don't mean to get into a spat here, but I think there are some important concepts to discuss:

(1) You are using a kind of valuation for the overall business that doesn't apply to this market.  There is no club with the same characteristics that MFC is selling for that amount (and we've looked at several), at least not in the short term.  Book value is never how football teams are valued.  Starting from that basis will always lead to skewed analysis.  

(2) The coinvestment from TWS is important to discuss, as one of two things have to be true:

     (a) The club is losing money on a particular year, and in its present configuration, the majority shareholder (TWS) would be exepected to bridge that gap anyway.  In other words, it helps maintain the existing valuation of the club.  OR

     (b) The club is breakeven/slightly positive, in which case that money doesn't lead to "nothing in return," it leads to projects that we, collectively, have to believe make MFC stronger.  In other words, it helps grow the club's value.

The only way that one of these two things isn't true is if you believe that coinvestors would be wasting that money on projects and/or players that somehow burn cash but don't grow the club, which I don't think would lead to a sound investing strategy overall (in which case the valuation won't matter on the money incoming, because the club will have the wrong group of people engaged).

(3) Nowhere in this is a value placed on whether strategic partnerships matter.  It essentially views all money as equal, when we would be putting a ton of work into the club and not getting paid to do so. The reason isn't altruistic -- it's because we think we can make the club stronger and better, but just as people are questioning some of our asks to water down equity and/or remove debt, you could also question how we're adding value for "free."   So, for example, if the club gains, say, 150k pounds (I'm just making this up) for a TV show that happens because we can help make it, and TWS can't on its own, that doesn't make it into the equity table, but it (possibly) improves the overall balance sheet for the club.

(4) Again, you need to look at the context of the deal and how it informs value -- if TSM were not located in Taiwan at present, many people think it would be valued 50% higher.  That doesn't make a company in Taiwan less interesting -- it's just a different investment thesis.  Investing into split ownership is MORE interesting to us, but there are fewer (appropriate) buyers for that thesis.  It's not right or wrong, but it affects value.

Just some thoughts to mull over ... 

 

 

 

 

 

 

 

Edited by Erik Barmack
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Worth mentioning, if you're using St Johnstones value as a benchmark, that there's a real chance we'll be sold lower than we should due to the situation we've been in ownership wise (ageing owner wanting out with no succession plan, his children/grandchildren outright saying they want no part, him giving away the sale money anyway, up for sale for years).

There's a desperation there that doesn't apply to Motherwell. 

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7 hours ago, Erik Barmack said:

(2) The coinvestment from TWS is important to discuss, as one of two things have to be true:

     (a) The club is losing money on a particular year, and in its present configuration, the majority shareholder (TWS) would be exepected to bridge that gap anyway.  In other words, it helps maintain the existing valuation of the club.  OR

     (b) The club is breakeven/slightly positive, in which case that money doesn't lead to "nothing in return," it leads to projects that we, collectively, have to believe make MFC stronger.  In other words, it helps grow the club's value.

I'm afraid that is a misrepresentation and patently untrue, in point (b) you suggest that the club will only be breakeven/positive with you involved and in (a) a loss only happens with the WS as majority shareholder. Your plan puts in £300k yourself and £200k from the WS, so half a million. In a poor season there is still a £250k funding gap (or was .... see below).

I'll just demonstrate how the club will be well in the black next season:

Our financial year just ended, our accounts won't be published until February 2025. However at the 2024 AGM this February the interim CEO said we were going to be in the territory of a breakeven season despite a poor showing in both Cups and League final place. Where we were helped is by the sale of KVV and add-ons being triggered by his buyers promotion. We were also owed approximately £450k in compensation for Max Johnson and Dean Cornelius. If a portion of that was received then the remainder moves over into next seasons income.

As for season 2024-25, we have yet to kick a ball in any of the three competitions that can make us prize money. It looks likely our top striker will go for +£1m. Lennon Miller has a few years left yet and also may attract bids. Our SPFL TV money is due to increase by at least £500k and UEFA solidarity payments are due to go up, primarily the Champions League. With one league team guaranteed group stage games and another about to embark on qualifying, Hearts guaranteed Europa groups, plus Killie and St Mirren in the mix, we are on course to improve on our income this year on that front on anything from £250k to £800k.

Remove the Bair sale, this increased income plugs our funding gap in a poor season. However, as it will be universal for the league we will merely keep parity with our peers. The Bair sale allows us to in theory get an edge. What is also not factored is if the manager will ask to operate as we do at present, with a projected loss looking to satisfy the gap in the hope we can achieve extra success as that will in turn be rewarded with additional prize money.

However, if your offer is rejected the WS banks all the money it makes taking its fund from £750k at present to north of £900k at least.

so (c) the club under WS stewardship is on target to finish the season north of £1.5m which is at least a quarter of our last reported turnover of £6.34m and adding to the club's safety net fund and it's loan security fully intact.

As @Jim McLean's Ghost adeptly pointed out. The price you offered, palatable to the outgoing chairman for half the club was not based on an increase in our turnover of 20%, only announced in the last week. That immediately changes the valuation goalposts and loss narrative. If your future £300/350k payments yearly are invested elsewhere, you are earning interest and dividends on them until you have to realise the cash to inject all while inflation and club value rises. You get the bonus of your last few payments covered in full or major dent put in them.

It's making my blood boil that a vaunted astute businessman in our chairman would agree to such an egregious deal as he is adamant supporter stewardship with elected "communists" is a dead cert to ruination.

Turns out Neil Doncaster and Philippe Clement will have more of an influence on our balance sheet than yourself or McMahon ever did.

Edited by Vietnam91
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11 hours ago, Erik Barmack said:

If you believe something is off by 3x -- then by all means, that sucks, and you should vote "no."  The market is a ruthless beast, so we'll see if that's right over time.  

In other news, I've given it some thought -- first, based on the Well Society Board letter and second, disturbingly, based on feedback on this board -- and I will be asking the Executive Board of MFC to make some changes prior to a vote.  By the way, I think the offer has a better chance than many of you do -- if you follow politics closely, as I do, you can see examples on Twitter and message boards of a block that clearly don't like a proposal or politician, and are certain that their points are unanimous, only to see the quieter side of a voting block feel differently.  As one touch-point, there was a poll on Twitter about our offer, and I believe it was 30 for / 70 against, and I think you have to consider a bit who's voting on a Twitter poll to realize that the fan-base might be more divided than this thread suggests. So, I'm not throwing in the towel.

The problem that I have is that the joy I have in working on this would be connected to the opinions of people who care the most about the Club, and so it's possible, I think, to win the vote and still lose the point of making the investment.  I also believe that this is really the only shot that I have on this project, and don't want to miss out on what I think is a good opportunity for us and MFC on differences that could be bridged.  So, yes, I'm going to suggest a few tweaks and will post those tweaks here and to the WS Board tomorrow (before Scotland vs. Germany).  Of those tweaks, I'm least inclined to change the valuation, for the reasons stated above, and I do have some thoughts on edits, but you are welcome to email me directly (erik@wildsheepcontent.com) if you have suggestions (besides, "get in the bin") -- @Alanos just posted the kind of stuff that I wouldn't agree with 100%, but which is quite useful, as an example.

E

p.s.  "After many years in which the world has afforded me many experiences, what I know most surely in the long run about morality and obligations, I owe to football." - Camus

 

I agree that this thread has possibly become an echo chamber of negativity from a few dominant posters and similar to the WS vote on not retaining 50+1% may not reflect the opinions of the majority. It would be interesting to read some positive comments on the proposal, other than EB, as the Twitter poll suggests some people are not against it.

I would like to hear more of what EB will bring to the club, other than a documentary, that could result in growth of the club and his motivation for investing.

Somewhat controversial but if the WS membership voted for possible dilution from 50% ownership is the current board reflecting the views of the members?

St Mirren don't seem to have a problem with fan engagement with SMISA having 51% ownership.

 

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I’ve still got an open mind, and I really appreciate the efforts from Erik and others discussing this here, even if the technical stuff is going over my head.

I’m trying to educate myself on this stuff before voting - to show my ignorance, I’ve literally just learned about ordinary resolutions and special resolutions. Is this outlined in the clubs Articles of Association? If so, where can I read them? Specifically, what control is the WS conceding if this goes through? I need specifics. 

I really could do with a dummies guide on what dropping from 71 to 46% means for decision making. It looks like a significant concession, but not a complete loss of control. Also, while it seems to have sufficient safeguards to stop Fir Park becoming an Aldi in 7 years time, it’s definitely not my idea of “fan ownership” in its purest form given the remaining 6% of shares sit with anonymous people (who, I appreciate - are likely to be fans). Not saying that’s a good or bad thing - it’s just not in the spirit of why I joined the WS. 

This isn’t my world at all, and I imagine many members are in the same position to varying degrees. So aye, can anyone give examples of what power the WS is losing here? 

 


 

 

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Whilst I appreciate the tremendous work being done by @Vietnam91 and others the valuation of the club goes way over my head (although i do feel i have been getting an education), I just can't see our club being worth £4m when Hibs are worth around £24m. Granted it is also true the club is only worth what someone will pay for it.

Kudos to Eric for answering questions, guess after the Society board tore it to bits he didn't have much choice.

For me the main issues on this offer I have:

The Society paying nearly as much as the investors while at the same time reducing our shareholding and losing any control we have.

Writing off the debt the club owes us when there is no need for it. 

Handing control of the club board to someone who has zero experience in running a football club, or any sporting institution. 

If this deal gets approved, I believe, the society will be finished. Subscriptions will stop and just don't see it recovering. I asked Eric on here, and never got an answer, what happens if/when the society can't meet the financial obligations of the deal? As i can see this happening, if this deal goes through.

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42 minutes ago, Wellwatcher said:

Somewhat controversial but if the WS membership voted for possible dilution from 50% ownership is the current board reflecting the views of the members?

St Mirren don't seem to have a problem with fan engagement with SMISA having 51% ownership.

 

Dominant poster here ... hiya!

The WS membership, in a non binding vote with no context of whom and nature of the offer, voted to consider possible dilution and become a minority shareholder. This allowed Erik a seat a the table.

The difference here is the WS board saw the full details of the offer and voted on its merits, fully appraised and no doubt with a mind to the WS constitution and founding principals. It was 6-3 which echo's a similar straw poll on Twitter conducted by @camer0n_mcd. The issue here is 2 of the three sit on the club board and voted not with the WS majority or even a pseudo split.

3 voted to accept but not fight their good fight on the inside nor state why they think its correct, in fact two have resigned and rather than articulate why they felt Erik's offer was acceptable, they cited non alignment with the majority only.

A non binding vote with no details of the offer tabled over 4 months ago can't and shouldn't be used as something here.

 

Second, I'd advise popping into the St Mirren thread and posing that question and if you don't have tin helmet, just do a search. Partick Thistle's may be worth a gander too.

Edited by Vietnam91
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17 minutes ago, Vietnam91 said:

Dominant poster here ... hiya!

The WS membership, in a non binding vote with no context of whom and nature of the offer, voted to consider possible dilution and become a minority shareholder. This allowed Erik a seat a the table.

The difference here is the WS board saw the full details of the offer and voted on its merits, fully appraised and no doubt with a mind to the WS constitution and founding principals. It was 6-3 which echo's a similar straw poll on Twitter conducted by @camer0n_mcd

3 voted to accept but not fight their good fight on the inside nor state why they think its correct, in fact two have resigned and rather than articulate why they felt Erik's offer was acceptable, they cited non alignment only.

A non binding vote with no details of the offer tabled over 4 months ago can't and shouldn't be used as something here.

 

Second, I'd advise popping into the St Mirren thread and posing that question and if you don't have tin helmet, just do a search. Partick Thistle's may be worth a gander too.

Hiya - I have enjoyed reading your perspective on the offer, however as you say I would like to read why 3 members of the WS committee thought it acceptable.

The previous WS vote showed that the Well Bois and internet notice boards do not reflect the WS view as the majority wanted to know the offer before deciding. I wonder how many of the WS board have a line in the sand over 50+1%? JayMFC has been very quiet recently

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