I would guess that the loans have a simple change of control clause which will require the loans to either be repaid in full on change of control or rolled over when the change of control happens. It would appear that the Aussies do not want to have the debt and have suggested that RD pays it off out of the consideration that they will pay. RD has to negotiate a fair value for the loans and the former directors are not giving away the potential right to future repayment on the cheap. Be clear, the former directors will have loaned the £7m and for them to take anything less than £7m back they will be making a personal loss The former directors will be unhappy about being nickle and dimed by RD particularly since, when they agreed the last rollover, we were a championship club with the potential to get into the premier league when the loans would have become due. RD is therefore attempting to increase his return on sale by reducing the value of loans made by the former directors at a time when the club was in dire straights. Possible to describe this as a vulture picking the bones clean.
Not according to the ex-directors or the person who drew up the deal - no consent is required.
Airman Review the debentures, some of the terms of which are shown in the charge schedule at Companies House. There is a clear Negative Pledge clause in the debenture which shows that no-one else can take a charge over the assets of the Company without the agreement of the debenture holders. No-one in their right mind would acquire a company whose fixed and floating assets are or can be taken under charge by the debenture holders. Therefore agreement of the debenture holders will be needed. They must have tacitly agreed to the acquisition by RD. However, if a consortium were to acquire the company they would want to secure the assets for themselves and would therefore look to take a first charge on the assets that they were acquiring and would look to relegate the the existing debenture to second rank otherwise they have bought fresh air. To do this they either have to buy out the debentures, have them bought out or seek agreement of the debenture holders to change the ranking of the debt.
The summary shown at companies house is fairly clear, but it doesn't of course include all of the terms in the debenture document only the terms which were considered salient at the time of filing. It is possible that a specific change of control clause is buried in the master document which will run to many more pages than the summary. However the negative pledge which is highlighted has a similar effect. I have attempted to link the document here but it may be simpler to go onto the companies house website to download. The charges are over Charlton Athletic Holdings Limited, not the owners.
New owners would not need a charge on the assets because they own the assets! A charge-holder could be, for example, a bank that had lent them the money to acquire. (In a way very similar to the charge held by the bank which provided finance for the north stand development, which has since been paid off.)
I would guess that the loans have a simple change of control clause which will require the loans to either be repaid in full on change of control or rolled over when the change of control happens. It would appear that the Aussies do not want to have the debt and have suggested that RD pays it off out of the consideration that they will pay. RD has to negotiate a fair value for the loans and the former directors are not giving away the potential right to future repayment on the cheap. Be clear, the former directors will have loaned the £7m and for them to take anything less than £7m back they will be making a personal loss The former directors will be unhappy about being nickle and dimed by RD particularly since, when they agreed the last rollover, we were a championship club with the potential to get into the premier league when the loans would have become due. RD is therefore attempting to increase his return on sale by reducing the value of loans made by the former directors at a time when the club was in dire straights. Possible to describe this as a vulture picking the bones clean.
Not according to the ex-directors or the person who drew up the deal - no consent is required.
Airman Review the debentures, some of the terms of which are shown in the charge schedule at Companies House. There is a clear Negative Pledge clause in the debenture which shows that no-one else can take a charge over the assets of the Company without the agreement of the debenture holders. No-one in their right mind would acquire a company whose fixed and floating assets are or can be taken under charge by the debenture holders. Therefore agreement of the debenture holders will be needed. They must have tacitly agreed to the acquisition by RD. However, if a consortium were to acquire the company they would want to secure the assets for themselves and would therefore look to take a first charge on the assets that they were acquiring and would look to relegate the the existing debenture to second rank otherwise they have bought fresh air. To do this they either have to buy out the debentures, have them bought out or seek agreement of the debenture holders to change the ranking of the debt.
The summary shown at companies house is fairly clear, but it doesn't of course include all of the terms in the debenture document only the terms which were considered salient at the time of filing. It is possible that a specific change of control clause is buried in the master document which will run to many more pages than the summary. However the negative pledge which is highlighted has a similar effect. I have attempted to link the document here but it may be simpler to go onto the companies house website to download. The charges are over Charlton Athletic Holdings Limited, not the owners.
Well quite - but that is EXACTLY what Roland Duchatelet did. Various people have expressed their incredulity on that point to me many times.
It’s presumably because the charges are over the assets rather than the owners that consent is not required, was not sought in 2014 and was not received, although it was needed from the banks in both 2010 and 2014. There now being no bank debt, those charges have been released (one very recently).
It was always my assumption consent on the debentures was needed. It was the ex-directors who told me otherwise. I assume they would know.
I guess the fact that Staprix is sole owner negates the need to take a charge that secures the Staprix loan but explains why a more complex ownership might need to do so?
If the £7m was paid off it would only increase the value of the club. The only issue with it is likely the value each party is placing on it as a liability. The Aussies might be treating it as a full £7m liability whilst Roland might be arguing that it isn't due to it being paid back at time when it would be chump change in comparison to the premier league money.
This is the view of at least half a dozen posters on here. (Including me) This is the perception of the two sides. Of course the Aussies would prefer to wipe the slate clean at the beginning because that is the normal business template BUT this is the crazy world of football where agent fees far exceed 7 million in the premier.
This really shouldn't be the big issue that it's reporting to be by folk in contact with ex directors.
The big losers in this impasse is our football club, Charlton Athletic, the club many of us said we would support till we die. No get out clause from that; HELP.
Your wrong Johnny because it felt like any money would buy our current players, and replaced by free transfers on less wages.
Patrick Bauer who has been a steady player for CAFC was signed on a half decent Championship wage. If he has been offered (doesn't say accepted) a new contract then it can't be more but is it the same or even slightly less than he was on before ?
Definitely news, and surprising in the current Charlton Rexit negotiations.
I think that Bauer being offered a new contract is positive news regarding the takeover. The new owners recognise the importance of signing up our best players in readiness for the promotion push
I would guess that the loans have a simple change of control clause which will require the loans to either be repaid in full on change of control or rolled over when the change of control happens. It would appear that the Aussies do not want to have the debt and have suggested that RD pays it off out of the consideration that they will pay. RD has to negotiate a fair value for the loans and the former directors are not giving away the potential right to future repayment on the cheap. Be clear, the former directors will have loaned the £7m and for them to take anything less than £7m back they will be making a personal loss The former directors will be unhappy about being nickle and dimed by RD particularly since, when they agreed the last rollover, we were a championship club with the potential to get into the premier league when the loans would have become due. RD is therefore attempting to increase his return on sale by reducing the value of loans made by the former directors at a time when the club was in dire straights. Possible to describe this as a vulture picking the bones clean.
Not according to the ex-directors or the person who drew up the deal - no consent is required.
Airman Review the debentures, some of the terms of which are shown in the charge schedule at Companies House. There is a clear Negative Pledge clause in the debenture which shows that no-one else can take a charge over the assets of the Company without the agreement of the debenture holders. No-one in their right mind would acquire a company whose fixed and floating assets are or can be taken under charge by the debenture holders. Therefore agreement of the debenture holders will be needed. They must have tacitly agreed to the acquisition by RD. However, if a consortium were to acquire the company they would want to secure the assets for themselves and would therefore look to take a first charge on the assets that they were acquiring and would look to relegate the the existing debenture to second rank otherwise they have bought fresh air. To do this they either have to buy out the debentures, have them bought out or seek agreement of the debenture holders to change the ranking of the debt.
The summary shown at companies house is fairly clear, but it doesn't of course include all of the terms in the debenture document only the terms which were considered salient at the time of filing. It is possible that a specific change of control clause is buried in the master document which will run to many more pages than the summary. However the negative pledge which is highlighted has a similar effect. I have attempted to link the document here but it may be simpler to go onto the companies house website to download. The charges are over Charlton Athletic Holdings Limited, not the owners.
New owners would not need a charge on the assets because they own the assets! A charge-holder could be, for example, a bank that had lent them the money to acquire. (In a way very similar to the charge held by the bank which provided finance for the north stand development, which has since been paid off.)
I was very specific in referring to a "consortium" not a new owner. The consortium members may wish to each take a charge over the assets to secure their individual lending to the consortium. It has always been referred to as a consortium not an individual or a single legal corporate entity that would be acquiring. IT could be that the lead individual (Muir) is acquiring the equity and the consortium members are lending into his organisation and would therefore need their own security.
I would guess that the loans have a simple change of control clause which will require the loans to either be repaid in full on change of control or rolled over when the change of control happens. It would appear that the Aussies do not want to have the debt and have suggested that RD pays it off out of the consideration that they will pay. RD has to negotiate a fair value for the loans and the former directors are not giving away the potential right to future repayment on the cheap. Be clear, the former directors will have loaned the £7m and for them to take anything less than £7m back they will be making a personal loss The former directors will be unhappy about being nickle and dimed by RD particularly since, when they agreed the last rollover, we were a championship club with the potential to get into the premier league when the loans would have become due. RD is therefore attempting to increase his return on sale by reducing the value of loans made by the former directors at a time when the club was in dire straights. Possible to describe this as a vulture picking the bones clean.
Not according to the ex-directors or the person who drew up the deal - no consent is required.
Airman Review the debentures, some of the terms of which are shown in the charge schedule at Companies House. There is a clear Negative Pledge clause in the debenture which shows that no-one else can take a charge over the assets of the Company without the agreement of the debenture holders. No-one in their right mind would acquire a company whose fixed and floating assets are or can be taken under charge by the debenture holders. Therefore agreement of the debenture holders will be needed. They must have tacitly agreed to the acquisition by RD. However, if a consortium were to acquire the company they would want to secure the assets for themselves and would therefore look to take a first charge on the assets that they were acquiring and would look to relegate the the existing debenture to second rank otherwise they have bought fresh air. To do this they either have to buy out the debentures, have them bought out or seek agreement of the debenture holders to change the ranking of the debt.
The summary shown at companies house is fairly clear, but it doesn't of course include all of the terms in the debenture document only the terms which were considered salient at the time of filing. It is possible that a specific change of control clause is buried in the master document which will run to many more pages than the summary. However the negative pledge which is highlighted has a similar effect. I have attempted to link the document here but it may be simpler to go onto the companies house website to download. The charges are over Charlton Athletic Holdings Limited, not the owners.
Well quite - but that is EXACTLY what Roland Duchatelet did. Various people have expressed their incredulity on that point to me many times.
It’s presumably because the charges are over the assets rather than the owners that consent is not required, was not sought in 2014 and was not received, although it was needed from the banks in both 2010 and 2014. There now being no bank debt, those charges have been released (one very recently).
It was always my assumption consent on the debentures was needed. It was the ex-directors who told me otherwise. I assume they would know.
I guess the fact that Staprix is sole owner negates the need to take a charge that secures the Staprix loan but explains why a more complex ownership might need to do so?
Without reading the full debenture document rather than the extract at Companies House I cannot know whether consent would be formally required. However since the charge relates to all the assets of the club present and future with the exception of the operating assets then as you correctly highlight it would be a fool that buys them without securing the agreement of the charge holders. Remember that the charge would extend to such things as the incomplete and non operational undersoil heating and the IP of the club such as trade marks.
It is indeed the reason why a more complex ownership may wish to have individual charges themselves to rank above the current charges. It is possible that Muir will own the Company but the investors in the consortium will seek to have an element of control by means of a charge rather than through equity.
I would guess that the loans have a simple change of control clause which will require the loans to either be repaid in full on change of control or rolled over when the change of control happens. It would appear that the Aussies do not want to have the debt and have suggested that RD pays it off out of the consideration that they will pay. RD has to negotiate a fair value for the loans and the former directors are not giving away the potential right to future repayment on the cheap. Be clear, the former directors will have loaned the £7m and for them to take anything less than £7m back they will be making a personal loss The former directors will be unhappy about being nickle and dimed by RD particularly since, when they agreed the last rollover, we were a championship club with the potential to get into the premier league when the loans would have become due. RD is therefore attempting to increase his return on sale by reducing the value of loans made by the former directors at a time when the club was in dire straights. Possible to describe this as a vulture picking the bones clean.
Not according to the ex-directors or the person who drew up the deal - no consent is required.
Airman Review the debentures, some of the terms of which are shown in the charge schedule at Companies House. There is a clear Negative Pledge clause in the debenture which shows that no-one else can take a charge over the assets of the Company without the agreement of the debenture holders. No-one in their right mind would acquire a company whose fixed and floating assets are or can be taken under charge by the debenture holders. Therefore agreement of the debenture holders will be needed. They must have tacitly agreed to the acquisition by RD. However, if a consortium were to acquire the company they would want to secure the assets for themselves and would therefore look to take a first charge on the assets that they were acquiring and would look to relegate the the existing debenture to second rank otherwise they have bought fresh air. To do this they either have to buy out the debentures, have them bought out or seek agreement of the debenture holders to change the ranking of the debt.
The summary shown at companies house is fairly clear, but it doesn't of course include all of the terms in the debenture document only the terms which were considered salient at the time of filing. It is possible that a specific change of control clause is buried in the master document which will run to many more pages than the summary. However the negative pledge which is highlighted has a similar effect. I have attempted to link the document here but it may be simpler to go onto the companies house website to download. The charges are over Charlton Athletic Holdings Limited, not the owners.
New owners would not need a charge on the assets because they own the assets! A charge-holder could be, for example, a bank that had lent them the money to acquire. (In a way very similar to the charge held by the bank which provided finance for the north stand development, which has since been paid off.)
I was very specific in referring to a "consortium" not a new owner. The consortium members may wish to each take a charge over the assets to secure their individual lending to the consortium. It has always been referred to as a consortium not an individual or a single legal corporate entity that would be acquiring. IT could be that the lead individual (Muir) is acquiring the equity and the consortium members are lending into his organisation and would therefore need their own security.
Actually the new owners would own the assets in mortgaged form, they could not do anything with the fixed assets without the lenders permission.Thus the need to remove charges upfront, as any funding they wished to do would be secondary to the Directors Loans and unsecured. Negative Pledge is key as it prevents anyone from taking any secondary charge behind Directors without their permission, therefore if assets were worth say £40mn and current charges are £7mn the new buyer can't use the other £33mn as security on loans without Directors permission. As someone above said what Investor other then Roland would put themselves in that predicament, they would want clean title. When Roland bought the Club the Directors Loans were behind the Bank giving the Overdraft and the Mortgage on the Stadium, Roland repaid both and charges were released thus moving Directors Loans to top of the Debt pile and to First Charge over Assets, not sure he ever realised what he did at that point, until recently.
Comments
You woke up thirty eight minutes earlier than me.
“An exciting week ahead
Well quite - but that is EXACTLY what Roland Duchatelet did. Various people have expressed their incredulity on that point to me many times.
It’s presumably because the charges are over the assets rather than the owners that consent is not required, was not sought in 2014 and was not received, although it was needed from the banks in both 2010 and 2014. There now being no bank debt, those charges have been released (one very recently).
It was always my assumption consent on the debentures was needed. It was the ex-directors who told me otherwise. I assume they would know.
I guess the fact that Staprix is sole owner negates the need to take a charge that secures the Staprix loan but explains why a more complex ownership might need to do so?
This is the perception of the two sides.
Of course the Aussies would prefer to wipe the slate clean at the beginning because that is the normal business template BUT this is the crazy world of football where agent fees far exceed 7 million in the premier.
This really shouldn't be the big issue that it's reporting to be by folk in contact with ex directors.
The big losers in this impasse is our football club, Charlton Athletic, the club many of us said we would support till we die.
No get out clause from that;
HELP.
Patrick Bauer who has been a steady player for CAFC was signed on a half decent Championship wage. If he has been offered (doesn't say accepted) a new contract then it can't be more but is it the same or even slightly less than he was on before ?
Definitely news, and surprising in the current Charlton Rexit negotiations.
Edit: Bauer news.
I thought we already knew that?
“Oh I see what you the good news first, and the bad news second”
It is indeed the reason why a more complex ownership may wish to have individual charges themselves to rank above the current charges. It is possible that Muir will own the Company but the investors in the consortium will seek to have an element of control by means of a charge rather than through equity.
Negative Pledge is key as it prevents anyone from taking any secondary charge behind Directors without their permission, therefore if assets were worth say £40mn and current charges are £7mn the new buyer can't use the other £33mn as security on loans without Directors permission.
As someone above said what Investor other then Roland would put themselves in that predicament, they would want clean title.
When Roland bought the Club the Directors Loans were behind the Bank giving the Overdraft and the Mortgage on the Stadium, Roland repaid both and charges were released thus moving Directors Loans to top of the Debt pile and to First Charge over Assets, not sure he ever realised what he did at that point, until recently.