Liverpool FC Forum

JBG wrote:- During the sale process H&G's hands were effectively tied as it appears that they were tied into an agreement with RBS whereby the board would have the final say over the sale. Obviously they subsequently became unhappy with this as they say that the board mishandled the sale in not looking at all the potential bids and sold the club at an under value.

- The board agreed the sale to NESV last week. We dont know exactly what this contract amounts to other than the sale price and certain allocations of monies under the price (again, strong reference is made to the stadium). Initially it appeared that this agreement was a pre contract agreement which I feared would allow NESV a quick exit if things became difficult with litigation but subsequent events has made it appear that there is indeed a binding contract to sell the club to NESV and that we are moving to the completion stage of that contract. I believe this as NESV have applied for and were granted Premier League Approval, were represented in the High Court during this week's proceedings in which their counsel apparently told the court that they have a binding contract to buy the club and the line taken all week by John  Henry that NESV have a binding agreement to buy the club. The fact that the board and RBS are in court seeking injunctive relief against H&G restraining them from interferring with the sale to NESV seems to me that there is a binding contract with NESV and the board and RBS are tied into it. .

- At this stage it appears that the horse has bolted for H&G. It appears that there is a binding deal with NESV and H&G, the board and RBS are locked into this sale. Therefore any late bids at this stage are irrelevant as it appears that there is a contract with NESV which cannot be broken. H&G are trying to get somebody to gazump this deal but effectively they cannot, as the board, RBS and NESV say that they have a deal.

- Its appears to me that Tom Hicks cannot sell or refinance as he is no longer entitled to do so. First of all he is bound by the refinancing agreement with RBS last April. Second of all, even if he could somehow sway RBS, their hands appear tied as the sale process initiated by them has been brought to near fruition with the contract with NESV. Effectively Hicks' shares are no longer his to sell or use as a security on a loan as he bought into the MB/RBS sales process last April and that process for the sale of his shares has been brought to near completion.

- It appears to me that we are in the end game of the sale process where the board and NESV are one small step away from completing the sale with the TRO being the only remaining obstacle. Technically this TRO cannot directly affect the sale as English law has jurisdiction and if the sale goes through today it'll be recognised by English law. The TRO is of nuisance value only: it cannot prevent the sale and the American courts wont be able to overturn the sale once it goes through. However, it has an indirect nuisance value as none of the parties want to be held in contempt of an American court and will seek to have it removed before they complete. Its clear, however, that if they so wished, they can validly complete the sale today and that sale would be valid in English law.

- A couple of people have asked where is David Moores in all of this. I think this is a valid question. If there was indeed a contractual covenant in the sale to H&G to build a stadium Moores may be able to take legal action to enforce this covenant. There is even precedent there can Moores might possibly be able to reclaim the club on the grounds of non compliance with the covenant although this would be a long shot in the extreme and Moores clearly has no appetite to get involved. However, it is a disapointment that he has put no pressure on H&G over the past three years to comply with this covenant (if it exists).

Again, the usual disclaimers apply as I am not party to all the facts but if what NESV says is correct then they have the whip hand and the sale must go to them, regardless of higher bidders and any fanciful attempts at re-finance.