Registration of new charge on Southampton Football Club Limited

[trousers]

Not sure how significant this is, but just spotted that the existing charge on the club was satisfied on 31st August and a new one registered on 21st September.

 

I've not checked through the docs yet so might just be a shuffling around of existing finances rather than anything new per se.

 

Over to our corporate finance gurus....

 

 

 

 

Old charge doc: https://beta.companieshouse.gov.uk/company/00053301/filing-history/MzE4NTQ1Njc2OWFkaXF6a2N4/document?format=pdf&download=0

 

New charge doc: https://beta.companieshouse.gov.uk/company/00053301/filing-history/MzE4NjM4MDU3M2FkaXF6a2N4/document?format=pdf&download=0

Edited 3 October, 2017 by trousers

[rooney]

I notice the new charge is still to the same Macquerie Bank and includes a negative pledge clause as did the old one .May be due, therefore, to the ownership change and the Bank does not wish them to pledge any of SFC Ltd assets elsewhere.

[pluto]

To pay running costs as television payments are spread throughout the season.

[Fan The Flames]

To pay running costs as television payments are spread throughout the season.

 

so are running costs.

 

Would this be simply be a name change thing due to the change of ownership.

[Faz]

Isn't the TV money paid in 2 installments, so this loan is to even out cash flow?

 

Many similar deals done in the past. The new charge may be to reflect the change in ownership.

[saint lard]

 

 

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[saint1977]

So is that cashflow whilst the TV money comes in installments (auditor report yesterday stating how expensive it is going up to the PL) or something else?

 

Could Gao be a sugar daddy anyway even if he wanted to be?

[hutch]

It's a pretty standard assignment of proceeds as security for a bank facility. It would only be exercised if SFC were to default on any payments due to the bank holding the assignment.

[Nordic Saint]

So is that cashflow whilst the TV money comes in installments (auditor report yesterday stating how expensive it is going up to the PL) or something else?

 

Could Gao be a sugar daddy anyway even if he wanted to be?

 

No, he had to get a bank loan in order to pay 200 million to Kat Liebherr.

[Faz]

It's a pretty standard assignment of proceeds as security for a bank facility. It would only be exercised if SFC were to default on any payments due to the bank holding the assignment.

 

There really isn’t anything to see here. Darlings of Saintsweb, Everton FC, despite being saved by multi-billionaire Moshi, have charges registered by the Industrial and Commercial Bank of Ch8na. Liverpool despite being owned by mega-fish Fenway Group, have charges to RBS and Barclays etc etc.

[trousers]

There really isn’t anything to see here. Darlings of Saintsweb, Everton FC, despite being saved by multi-billionaire Moshi, have charges registered by the Industrial and Commercial Bank of Ch8na. Liverpool despite being owned by mega-fish Fenway Group, have charges to RBS and Barclays etc etc.

I get the underlying principles, but that's not why I raised the thread.

 

I was simply curious as to why the old charge needed replacing with a new one, given the company name under which the charge is raised has remained the same, i.e. 'Southampton Football Club Ltd', despite the change in ownership.

 

Maybe it's a simple case of corporate bureaucracy whereby a charge has to be renewed if the ownership of a company changes, or perhaps there's more to it than that? Hence my curiosity.

[rooney]

I get the underlying principles, but that's not why I raised the thread.

 

I was simply curious as to why the old charge needed replacing with a new one, given the company name under which the charge is raised has remained the same, i.e. 'Southampton Football Club Ltd', despite the change in ownership.

 

Maybe it's a simple case of corporate bureaucracy whereby a charge has to be renewed if the ownership of a company changes, or perhaps there's more to it than that? Hence my curiosity.

 

The Negative Pledge embodied in the Charge is the key. On change of ownership, the Bank require the new owners to sign to say they will not pledge any of SFC Ltd assets elsewhere. This is exactly the same as when Kat was majority shareholder.

 

In truth they could easily pledge assets elsewhere and it is likely the bank would not know until after the event. However, the latter could then sue under the covenant in the Charge.

[benjii]

The Negative Pledge embodied in the Charge is the key. On change of ownership, the Bank require the new owners to sign to say they will not pledge any of SFC Ltd assets elsewhere. This is exactly the same as when Kat was majority shareholder.

 

In truth they could easily pledge assets elsewhere and it is likely the bank would not know until after the event. However, the latter could then sue under the covenant in the Charge.

 

There's always a negative pledge in registered charges though. This just looks like a refinancing of the loan Kat took out to pay back Cortese's BVI loan, I think.

[Faz]

I get the underlying principles, but that's not why I raised the thread.

 

I was simply curious as to why the old charge needed replacing with a new one, given the company name under which the charge is raised has remained the same, i.e. 'Southampton Football Club Ltd', despite the change in ownership.

 

Maybe it's a simple case of corporate bureaucracy whereby a charge has to be renewed if the ownership of a company changes, or perhaps there's more to it than that? Hence my curiosity.

 

In most loan agreements, a change of ownership provides the funder with an opportunity to break the loan. As part of the Due Diligence process, the new owners will have sought confirmation of the loan terms, and the lender's willingness to continue to provide the finance. As rooney posts above, I believe it is normal practice to require the new owners to sign a new charge - this will prevent the new owners claiming the old directors acted outside of their remit etc etc.

[trousers]

Cheers Guys - all makes sense.