Thoughts on Bill Miller buying Rangers and Newco, Oldco conundrum Guest Writer May 3, 2012 Finances, Rangers 29 Comments Bill Miller’s plan for Rangers involves hiving off the assets to a “NewCo” whilst the “OldCo” (Rangers Football Club) attempts to agree a CVA. Once a CVA is agreed, Miller then wishes to merge the NewCo with the OldCo and Rangers will emerge debt free and with all their current assets. On paper it looks good and if successful would indeed avoid liquidation. The outcome would be satisfactory to all Rangers fans, although fans of other SPL teams and the current Rangers creditors may be less than happy with the plan. However, Miller’s plan for Rangers contains many flaws and it’s success is predicated on its ability to overcome several hurdles which I do not believe that it is able to. Once Miller has agreed a fee with Duff & Phelps for the assets of Rangers Football Club, he will pay approximately £11.2m and in return he will receive Ibrox, Murray Park and all other assets of Rangers (Excluding the players). So now you have two companies. The OldCo has the current Rangers staff, Miller’s £11.2m which will be reduced to £8m once Duff & Phelps take their adminstrator’s fee and Close, a secured creditor is paid off and all their debt. (Currently £55m with the potential to rise to £134m if the Big Tax Case goes against them). The NewCo has the assets they bought from Rangers (Ibrox, Murray Park etc.) and they will claim Rangers’ history all the way back to 1872. Whether or not the NewCo will own the Rangers share in the SPL will depend on the SPL board sanctioning the transfer of that share. So now the OldCo has to agree a CVA of approximately 15p in the pound. (£8m to pay off £55m debt). Should the BTC go against Rangers then the value of the CVA would drop to a measly 6p in the pound. (£8m to pay off £134m debt) Regardless of either sum, HMRC will not do a CVA for either amount. It is their policy not to agree a CVA with companies that have undertaken tax avoidance schemes (which Rangers stand accused of with their Discounted Options Scheme and use of Employee Benefits Trusts) Furthermore HMRC also refuse to agree CVAs with companies that have used PAYE and VAT as working capital, something which Rangers are guilty of doing. So in the absence of them agreeing CVA you are left with the OldCo which has approx. £8m cash, the current Rangers staff and £134m debt (assuming the BTC goes against Rangers which the vast majority of legal and tax experts think will happen). What happens then? Well this is where I have to disagree with Duff & Phelps earlier statement that the bid “avoids the need for liquidation”. In the absence of a CVA, with mounting debt and the current playing staff soon to go back to earning full wages on 1st June, there is only one path left for the OldCo, liquidation. This means that Rangers Football Club ceases to exist. The NewCo might claim their history but the Rangers Football Club that was founded in 1872 would no longer exist. If this were to occur then only the NewCo would be left. However, the NewCo would not have a single footballer player on their books and their place in the SPL would be dependent on the SPL board sanctioning the transfer of that share to the NewCo. In the event of the OldCo going into liquidation then the current Rangers playing staff all become free agents and are eligible to sign for any football team they wish. The NewCo can offer them contracts but they are under no obligation to agree to join the NewCo. Furthermore, as the players would be free agents, they would attract a lot of attention and subsequently their wage demands would increase as teams would not have to pay a transfer fee to obtain them. In this event, the NewCo starts up with a stadium, training ground and other infrastructure necessary for a football team with one glaring omission, no football players to actually play for them which we can all agree is a rather large problem. Now the OldCo cannot transfer player ownership to the NewCo, in a similar way that your employer cannot transfer your contract of employment to a different company and tell you to start working for them instead. The contracts that the Rangers players have will be void when the OldCo goes into liquidation. If the NewCo wishes to sign the current Rangers staff then they would need to agree contracts with them. So unless Ticketus and HMRC agree a very low pence-in-the-pound CVA then NewCo Rangers begin next season with no players. This leaves the NewCo with the huge start-up cost of buying/signing a whole squad of players. I find it very doubtful that the NewCo could afford the wages of McGregor, Davis, Naismith, Lafferty etc. who will likely attract huge interest from Premiership teams. The NewCo wants to claim Rangers history but then there is the question of the transfer embargo. Would that apply to a NewCo? Well if the SPL was to acknowledge that the NewCo has Rangers’ history then it’s only logical that their historical punishment transfers to the NewCo as well. Of course that is predicated on the OldCo not being able to agree a CVA. Let’s assume they manage to agree a CVA (which is a very big assumption). The OldCo comes out of administration debt free with a playing squad & the share to play in the SPL but no stadium or training ground. The NewCo has a stadium and training ground but no players or share to play in the SPL. Bill Miller’s plan would be to merge the OldCo and NewCo together, thus retaining Rangers history and starting debt free. The insurmountable obstacle to that plan comes in the form of Craig Whyte, the owner of the OldCo who has demanded £30m for his ownership. Miller’s plan has no way to obtain ownership of the OldCo and despite Duff & Phelps early posturing that Whyte was irrelevant they seem to have no solution as to how to obtain his shares either. There is no legal mechanism to force Whyte to sell his shares to Bill Miller. In either situation, next season will be very messy for Rangers (either in OldCo or NewCo form) and I cannot see a happy ending for them on the horizon. There are too many obstacles to overcome for Miller’s plan to be successful and it all hinges on co-operation from Ticketus, HMRC, the SPL board and Craig Whyte. All of whom have legitimate objections to his plan. The Rangers saga is far from over and the ending looks no brighter for Rangers fans that when it started. Written by Daniel Brown 29 Responses George Murray May 3, 2012 It is to be hoped that your conclusion is right – if they get away with this scam it is larceny on a grand scale! Henry Clarson May 3, 2012 The plan is to take everything of any value out of the system and then use the worthless remains to make an insulting offer to the creditors. “I propose to settle your debt by offering you a bag of toxic waste and a kick in the groin. Let me know if this offer is acceptable to you. It’s all you’re going to get now that I’ve siphoned off everything that’s worth a damn. Yours shamelessly, Bill” I wonder how many creditors will grab that offer with both hands . . . Ian Ferguson May 3, 2012 If the SFA & SPL sanction this it is a disgrace, whether it works or not. For Campbell Olgilvie to be on the panel which decides this is immoral, mind you so are Rangers, so they are all well matched. The SFA may as well chuck it as their rule book is worthless & the whole system is tainted beyond recovery. Mind you it is all for the good of Scottish Football according to the laptop loyal. Jeezo, all this bending & cheating to save Rangers & they have the cheek to call me Paranoid. trueblue May 3, 2012 you are paranoid you lot always have been and always will be Ian Ferguson May 4, 2012 trueblue: While there is State approved, part of the fabric of Scotland, Establishment team, which is allowed to cheat its way to success on the field & when caught, have the powers that be, Politicians, Police, SFA, SPL & MSM all desperate to make sure it survives with as little sanction as possible.. When ALL & any rule can & will be broken to ensure the survival of the Establishment team with minimal disruption, in Bonnie wee Bigot Land then Yep, I am ALLOWED to be Paranoid, it doesn’t make me wrong…. It just proves the cheating B*stards can’t fool ALL of the people ALL of the time. Slimshady May 3, 2012 However no quick CVA is envisaged by D&D The inference seems to be that the administration will continue for a very long time, at least until court cases against CW and Collyer Bristow are settled (2017?) What happens to the players in that scenario? Presumably the admin can sell them off if they are still under contract before 31 May or after that date those with get out of jail free cards can leave? Stuart B May 3, 2012 The above article should be compulsory reading for every single Rangers fan and perhaps that would make them see where this could all be going with this bid . Daniel Brown May 3, 2012 Well it depends on the clauses they have in their contracts. There are rumours that several players have minimum release clauses if Whyte still owns Rangers come 1st June which seems inevitable. I saw mention on STV that Miller wants to transfer the playing squad to the NewCo. That’s not possible, the contracts are between the club and the player. You cannot change the contracting parties of that contract once the contract is in force & you certainly cannot sell their contracts to a NewCo. As I mentioned in the article, an employer cannot transfer their employee’s contracts to a new business & neither can Rangers. CarlisleCelt May 3, 2012 It is all very messy but I cannot see them getting away with it easy! If they were to then I think it would be time for me to call it a day with watching Scottish football. trueblue May 3, 2012 ive really got to laugh at some of the comments of the self rightious people on here who do no wrong what apathetic bunch they are time they looked in the mirror Ian Ferguson May 4, 2012 trueblue: Rangers have STOLEN £20 from every MAN, WOMAN & CHILD in Scotland by tax evasion & simply refusing to pay their way…All so they could cheat & win at Football. Maybe WE are not self righteous, maybe it is YOU, who will tolerate Any wrongdoing by Rangers cos You Arra Peepel, who should look in a mirror & question your attitudes.l Mattob May 3, 2012 I’m not a Rangers fan, but I would like to see them being able to continue in some from. I dont subscribe to the idea that the entire Scottish Football need them, but it is a shame to watch any club go under. One has to question Miller’s motives. Rangers fans should be wary of any bid from an unknown source. Desperation shouldn’t allow them to lower their guard. Have they learned nothing from the whole Craig Whyte saga? Gourockian May 3, 2012 Is it possible that Bill Miller , might just have thought all this through ? I doubt very much that “due dilligence” has been overlooked this time , by any party. I`m sure he has had plenty of time to observe the media circus that ensues , should he not have the correct credentials . Like any normal human being , aren`t players ultimatley allowed to decide , where they ply their trade ? I`m a Rangers fan , and i don`t care what division we play in and what punishment we receive , as long as we survive , in whatever form . Miller time has just started , it`s a lot more comforting than what we had ! mark May 3, 2012 gourockian, i’m curious to know which parties you think over looked due dilligence previously? murray? got rid of a sectarian ‘institution’ and toxic liability from his company balance sheet for the princely (should that be HM queenly?) sum of one pound (i think he over charged myself) and whytey? he’s going to turn a good wee profit in less that a year for doing hee haw. The fact that he can’t go back to larkhall or anywhere else in deepest darkest is probably an unexpected bonus for him. The only people guilty of not doing their homework properly are rangers supporters, those in the press and the public – a mistake that it sounds like you’re making all over again. Happy days JEP1975 May 3, 2012 Daniel, Good article, and I agree with everything that you have written but I think that there is one thing that you have forgotten – the value of the players. While they are under contract they can be sold on for a fee, and so their transfer values must surely be reflected in the context of a CVA for oldco? I would have thought it possible that a sale could be agreed in advance of the transfer window opening and the sale actually going through with monies paid at that point. Also if RFC are liquidated then can’t HMRC buy the remnants of the oldco and keep them in its pocket? Henry Clarson May 4, 2012 HMRC will never ‘buy’ the remnants of a business. If a company goes into liquidation, it’s the job of a court-appointed receiver to sell anything that remains. There’s a ‘liquidation sale – everything must go!’ Whatever money is raised from that goes into a pot and it’s divided up amongst all of the remaining claimants (including HMRC in this case). That almost always means that they only get a percentage of what they are owed. In this case it’s going to be a very small percentage, probably less that 10%. Daniel Brown May 3, 2012 JEP1975, the value of the players is severely diminished due to the current Rangers situation. To sell the 20 or so players they have, you would be lucky to make £15m and that is including McGregor, Davis etc. Every club knows that Rangers are in dire straits and clubs will not bid a lot of money for the players. (As witnessed by WBA bidding less than £1m for Naismith) Now considering Rangers currently have a transfer embargo then selling the players to raise funds for a CVA would effectively kill the club. You would have a CVA but the club couldn’t function past the CVA and that is against the ethos of a CVA (which is supposed to pay debts and allow the company to continue to function). Furthermore several players are rumoured to have clauses which allow them to leave for very small sums on 1st June should Craig Whyte still own Rangers (something which looks almost inevitable). If Rangers (OldCo) are liquidated then the assets would be sold to raise money to pay creditors. Except the assets would have been sold to Bill Miller already and there would be none to sell. If Rangers go into liquidation at 9am on Monday then at one second past 9am the players are all free agents. I would assume in the best interests of creditors. Rangers OldCo would agree to go into liquidation at a specific date and try and firesale all the players prior to that to raise funds. That would be the right thing to do, whether or not that happens is a different matter. NewCo Rangers will try and claim the players contracts but I don’t see how that could be allowed as the transfer embargo logically has to apply to them if they want Rangers history as well. It will be very interesting to see this unfold. I h n l May 3, 2012 When as cw asked for £30mill ? I can see way you are worried about rangers with some money coz look how we done with no money .? Andy Muirhead May 4, 2012 He stated a number of weeks ago that he wanted 30 million for his shares. Ian Ferguson May 4, 2012 When was that? I can’t recall Rangers having no money…. SORRY, I can, but I can’t remember them not SPENDING someone elses money, including the Taxman’s. pat May 3, 2012 The Administrators are now accepting anything due to the money about to run out, and anything includes the idea of “incubator” company and transfer of assets. As the assets are Craig Whytes only way of clearing his debt to Ticketus it is very likely that his lawyers will be in court stopping the sale. The Administrators may also have to defend being sued by Whyte and a few creditors for selling £110million of assets that would clearly get more than the £8million for the creditors that the deal would deliver. The current actions of the administrators seem to be more in favour of bidders than creditors or secured charge owners, which Craig Whyte apparently is. On top of that there could be a number of fans groups from other clubs asking for a judicial review of any SFA/SPL decision providing gaurantees to miller in regards to no further sanctions given that there are investigations ongoing into Rangers double contracts and HMRC activities which when concluded SHOULD see a range of further punishments. With no european football money and a number of other clubs fans refusing to near Ibrox then the finances of Rangers 2012 will not be good and the quality of player will fall. Bill Me Later May 4, 2012 A club has had a large tax bill levied against it for issues going back over a decade and yet continues to buy players instead of setting money aside to pay it. The same club has a small outstanding tax bill and agree to pay it, then not pay it. The same club can agree to buy players from more than one club and not pay fully for them. The same club can agree to sign players on loan and not pay the loan fee. The same club can get goods and services from lots of small businesses in their local area and not pay for them leaving these businesses themselves in a perilous state. The same club does not pay income tax to HMRC after it has deducted it from its employees’ salaries in order to keep the business going. The same club does not pay National Insurance to HMRC after it has deducted it from its employees’ salaries in order to keep the business going. The same club does not split the ticket revenue for a Scottish cup game with the opposition as per the rules of the competition. The same club accepts tickets for away league games, sells the tickets, and does not forward the cash to the home team. The same club has a business model which is dependent on entry to the group stages of the Champions League to balance the books but when this policy fails they continue to buy players knowing that this is going to create a bigger black hole in their balance sheet. The same club enters administration and, unlike every other football club in this position, has no players made redundant. Indeed they attempt to sign one. The same club, when in administration, virtually blackmails its own players into taking hefty wage cuts to allow the footballing side of the business to carry on untouched. When the governing body investigates some of the above issues and delivers a judgement the team manager goes on television in a blatant attempt to instigate trouble demanding to know the names of the anonymous board members despite the fact that the names are known within the club itself. The same club allows one of its ambassadors to threaten other clubs as well as the governing organisation using terms like ‘we will remember those who kicked us when we were down’ and ‘we will not forget or forgive’. Ian Ferguson May 4, 2012 Well put & wee Alex Salmond says they are part of the fabric of Scotland. No wonder a lot of people FEAR Independence if THAT is the aspiration of the First Minister. Everything that is going on now just puts Scotland further & further down the path of disrepute. Jimmy G May 4, 2012 It Just goes to show how much effort has been made to keep the ORCs alive by all various people in SFA. SPL. Politicians Journalists . But this has been going on for hundreds of years . As the previous Orc says IHNL and we know what that stands for . Look how much they have won with no money as the evidence has shown when did having no money stop you cheating 53.5 Titles cheated by your friends just shows what a greta team the Lisbon Lions were as Stein Says score lots of goals they cant chop them all off . Before any orcs come on About Sex abuse just look up Kincora Boys home scandal. Henry Clarson May 4, 2012 Uefa’s position on newcos: “Clubs are not allowed to change their legal form or structure in order to obtain a licence, simply by ‘cleaning up’ their balance sheet while offloading debts – thus harming creditors (including employees and social/tax authorities) as well as threatening the integrity of sporting competition. Any such alteration of a club’s legal form or structure is deemed to be an interruption to its membership of a UEFA member association and, consequently, three years must pass before a club can apply again for a UEFA licence. In other words, the three-year rule is designed basically to avoid circumvention of the club licensing system.” The Uefa stance is clear and unequivocal on how it treats any newco created to shield a football team from any financial or regulatory ills experienced by the organisation from which it sprang. “If a club sets up a new company simply to avoid paying its debts or obligations then they would almost certainly fail the three-year rule [for obtaining the required Uefa licence],” a spokesperson for Uefa told The Scotsman. “This is to ensure clubs do not simply create a ‘newco’ and leave the previous entity in charge of dealing with debts.” http://www.scotsman.com/sport/football/spl/rangers-takeover-rangers-squad-could-move-straight-to-newco-1-2273459 jazrfc May 5, 2012 ha ha watp art_vandelayRFC May 5, 2012 Absolute rubbish, rangers would still be the same club, with a new holding company. It’s been done with plenty of clubs. Stuart B May 5, 2012 yes it has been done before where a CVA has been agreed…the way this arrangement appears to be going the assets,Ibrox,Murray Park, Car Park (proby) go one way while the dregs go to Oldco so a CVA looks unlikely and Oldco will be liquidated… Does that seem right to you ? Daniel Brown May 8, 2012 And Bill Miller has walked away. Not to say I told you so but read the last paragraph….