Liverpool FC Forum

by **JBG** » Fri Oct 15, 2010 11:51 am

Since I posted that it appears that H&G have indicated that they will remove the TRO. On the face of it this appears to clear the way ahead for NESV to complete the sale today. I suspect that the prospect of H&G being held in contempt of Justice Floyd's order yesterday was the straw that broke the camel's back as any international businessman could not afford to be effectively outlawed in such an important jurisdiction and market as the UK (particularly in the context of rumours that George Gillett was in London last night).

Of course, this is H&G we are talking about so who knows what their next move will be. Hicks could attempt to re-finance or sell to Mill but as I explained in my above post it appears that he cannot legally do this and the board could brush this off and complete the deal today regardless.

My suspicion is that H&G have finally admitted that they cant stop the sale to NESV and their next move is likely to involve an action for damages post sale. That is likely to drag on for many months but effectively we (the fans) will be largely unaffected and we'll have got what we want.

However, you could never rule out another brazen stroke by Hicks but I suspect he is rapidly running out of options.

by **addy** » Fri Oct 15, 2010 11:56 am

JBG - great posts, thanks for helping to make it a little clearer for us all.

Now time to pray that you're right and that NESV can complete a deal ASAP.

I truly :censored:

hate Tom Hicks.

by **JBG** » Fri Oct 15, 2010 11:56 am

Redman in wales wrote:
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.

that's awesome JBG thanks

but a question.

It is still unclear that if - lets say - Mill Finance gives Hicks £230m, and Hicks then pays off RBS when the TRO is lifted at 7am U.S. time.

Does then then release the contract with RBS that ties them in to selling a club with the board majority rule?

Personally I dont think so, although I dont have all the facts.

Mill gives the money to Hicks to repay the loan, money goes to RBS. RBS say "thanks Tom, but our hands are tied with the deal with NESV".

Naturally the money from Mill wouldnt been given free, the most likely option at this stage would be for Hicks to sell to Mill, but again he cant do this as he's tied into the agreement with RBS and that process has signed with NESV (if that is indeed the case, we dont have all the facts but its likely) so Hicks cant legally sell.

They may try something brazen like wiring the money to RBS and see how RBS responds, but based on the facts reported, I think RBS's hands are tied with the deal to NESV.

by **Redman in wales** » Fri Oct 15, 2010 11:56 am

Benny The Noon wrote:How can hicks sell his shares when 1. It violates the injunction he himself took out and 2. He needs board approval .

what about option 3? - Hicks doesn't sell his shares, but Mill Loans Hicks the money (Why Mill would do this, I'm not sure, but it could happen)

Hicks then has the money to pay RBS and sell the club to whoever he wants, but instead of owing RBS, £240m goes to Mill, and the rest he keeps as profit.

edit: answered above

by **Steve Crooks** » Fri Oct 15, 2010 11:57 am

SSN: Major developments on the sale of Liverpool.. Lets go to a break.. FECKIN HELL!! :wwww

by **steveh8204** » Fri Oct 15, 2010 11:58 am

This could drag on for months even if a sale goes through. Could affect Jan transfers if club are still looking at the possibility of being sued.

Ultimately it should come to nothing though, although if a US court is involved you can never be sure.

by **Ciggy** » Fri Oct 15, 2010 12:00 pm

Two excellent posts JBG, thanx for explaining and I think we all know they will put another spanner in the works this afternoon, in just over 1 hours time the case in Texas starts. And what is Gillett up to in London?

by **steveh8204** » Fri Oct 15, 2010 12:00 pm

Steve Crooks wrote:SSN: Major developments on the sale of Liverpool.. Lets go to a break.. FECKIN HELL!!

There bound to drag it out, this drama is better than any of the :censored:

the put on Sky1 (Simpsons aside) lol

by **SouthCoastShankly** » Fri Oct 15, 2010 12:04 pm

Steve Crooks wrote:SSN: Major developments on the sale of Liverpool.. Lets go to a break.. FECKIN HELL!!

Nothing that hasn't already been on Twitter I suspect

by **dawson99** » Fri Oct 15, 2010 12:04 pm

Ciggy wrote:Two excellent posts JBG, thanx for explaining and I think we all know they will put another spanner in the works this afternoon, in just over 1 hours time the case in Texas starts. And what is Gillett up to in London?

I think Gillette is trying to stay as far away from Hicks as possible... but it is getting worrying

by **Bermenstein** » Fri Oct 15, 2010 12:05 pm

This is a Foookin nightmare saga.

Hope it doesn't all go Pete Tong.

by **Benny The Noon** » Fri Oct 15, 2010 12:09 pm

Press Conference called for 2:30

by **Steve Crooks** » Fri Oct 15, 2010 12:13 pm

Benny The Noon wrote:Press Conference called for 2:30

I think it was Roy Hodgson's press conference about the match on Sunday that has been changed from 1.30 to 2.30..

by **Redangel** » Fri Oct 15, 2010 12:15 pm

Thought the press conference at 2:30 is managers usual pre game one but has been put back from 1:30.

Could it be that they are expecting some news by then .

by **JBG** » Fri Oct 15, 2010 12:17 pm

Redman in wales wrote:TheSuperdrome: Hicks may already have won. If mill own Kop hldngs and repay RBS, current #LFC board would be reconstituted prior to injunction lift 7amUS

(Retweeted by bensmith_times and 7 others )

Its not as simple as that.

If NESV and the board have a contract, which they claim to have, that will trump any sheninagins with Mill.

If NESV are clever, and I presume they are, RBS already have NESV's money, held on trust, which means that its already in place and merely requires a fax from NESV to release it.

RBS appear to have indicated with their conduct in court this week that they feel legally obligated to abide by the NESV process.

Whatever way you look at it, even if RBS do something insanely stupid and accept money from Hicks today, NESV should have the whip hand and simply proceed regardless.

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