Manchester United's prospective buyers are due to hold face-to-face talks with Raine, the bank handling the sale for the Glazer family, and club officials at Old Trafford in the next fortnight.
These discussions are being billed as “stage two” of the process: a deep dive into the club's finances, when all of United's commercial secrets are revealed, to select eyes, under a cloak of secrecy.
Terms like 'data rooms' and 'due diligence' have been bandied about and there will be face-to-face meetings with key staff in London and Manchester, with United officials now receiving more information about the process.
The two public bidders — Sheikh Jassim Bin Hamad Al Thani, a banker and member of Qatar's royal family, and Sir Jim Ratcliffe, the British billionaire owner of petrochemicals giant INEOS — want to see a detailed breakdown of player contracts, partnership deals, the money owed on transfers, potential bonuses that need to be paid, the cost of running the stadium and future TV earnings.
Given the detailed annual accounts are already available, there is a good chance they may want to see the most recent monthly numbers, while also talking specifically about Old Trafford and with members of United's finance team.
Serious, technical and time-consuming stuff, then.
The Athletic explains what is happening with the prospective sale of United…
“Manchester United are listed on the New York Stock Exchange,” explains Laurie Pinto, a veteran football-business dealmaker, of Pinto Capital.
“They file detailed quarterly accounts. Sure, you might want to see the monthly numbers and the contracts, but that shouldn't take very long. And any serious bidder will almost certainly have lined up representations or warranties insurance to cover any buried skeletons in the books. Or you just agree to pay the Glazers in instalments.
“What is this stage two for, then? I'll tell you and it's very simple: Raine is asking the two bidders to go a bit higher, while desperately trying to find a third (bidder) to create some more competitive tension in the auction.
“At the moment, there is none. You've got two bidders who aren't that far apart on valuation and neither has hit the Glazers' number, and they don't look like doing so.”
As Pinto notes, only two bids have declared their hands: Sheikh Jassim and Sir Jim. Their indicative bids were submitted before Raine's soft deadline of February 17.
When the Glazers put the club on the market in November, it was widely reported that they value the club north of £6billion ($7.1bn), with some suggesting they think United are worth more like £8bn ($9.5bn). Joe Ravitch, the co-founder of Raine and the person leading negotiations on the US-based family's behalf, has told them not to settle for anything less than the bottom end of that range.
Sheikh Jassim is leading one of the two current bids to buy Manchester United from the Glazer family
When bankers talk about valuations, they are usually referring to the enterprise value of a company, which is the price of the equity, or shares, plus the net debt. In United's case, the net debt has increased in recent seasons to £656million, with a further £200million owed in transfer instalments.
Neither of the two publicly-declared bids are anywhere near Raine's minimum enterprise value of £6billion, with Sheikh Jassim believed to be in the region of £4.5billion ($5.3bn) and Ratcliffe at around £4.3billion ($5.1bn).
However, while their valuations of United are similar, the two bids are very different — Sheikh Jassim wants to buy the entire club in cash, including the 31 per cent of the company not owned by the Glazers; Ratcliffe is only proposing to buy the Glazers' shares, and doing so with a mix of cash and new borrowing.
Sheikh Jassim is in the box seat then, but £4.5billion is a long way from £6billion.
Even if the Glazers dropped their price to, say, £5billion, why would Sheikh Jassim, via his Nine Two Foundation, bid any more than he already has? If anything, indicative bids tend to come down after due diligence is carried out, in the same way that house-buyers often try to knock something off their offers after seeing a surveyor's report on the property concerned.
“The Qataris are trying to be disciplined investors,” says Pinto. “If they overpay now, they will be expected to overpay on every other investment they make, and that could be a hotel or a player.
“Those recent comments by HBJ (Sheikh Jassim's father, Sheikh Hamad bin Jassim bin Jaber Al Thani, the former prime minister and foreign minister of Qatar) about him not really liking this investment should be taken as a message to Raine and the Glazers that they won't bid against themselves.
“And Ratcliffe never overpays. His entire career in business has been based on him being the last bidder — the bid you have to take when everyone else has fallen away.”
Christian Nourry, managing partner at football consultancy Retexo Intelligence, agrees.
“If you advise the seller of a club to hold out for offers worth $X billion and then the offers that come in are substantially lower than that, any club's sales process will reach a natural inflexion point,” Nourry says.
“We saw this last year with the sale of a majority stake in Ligue 1's Lyon. The sellers were advised to hold out for a valuation that most North American buyers who might have been interested thought was totally oversized when taking into account the league's TV deal, the club's revenues and the historic acquisition prices of French clubs.
“The result? There was only one bidder and it has been widely reported that they had to overcome a number of liquidity and administrative challenges to close the deal. It took six months between agreeing the price and closing the deal, with Lyon having nowhere else to turn in the meantime.”
So, Raine is stalling then?
When the same bank sold Chelsea last year, there was genuine competition among multiple bidders and firm deadlines to meet. A huge long-list was reduced to a short-list of four groups of highly credible investors, and Raine had no trouble getting them to Roman Abramovich's number of £2.5billion, with a further commitment to invest £1.75billion in the London club over the next 10 years.
Ratcliffe failed with a late bid to buy Chelsea last year (Photo: Matthew Lloyd/Bloomberg via Getty Images)
That was the kind of auction the Glazers had in mind for their blue-chip asset. And to be fair to them, it was what Raine promised and many observers expected. If only for the simple reasons that the Chelsea process created losers who might be in the market for another club, and we are talking about Manchester-bloody-United here.
Whether United are truly the biggest football club in the world or not, they are certainly in the conversation for that position and that would normally command a premium on top of whatever anyone paid for Chelsea less than 12 months ago. But how much of a premium?
At the close of business on Monday, United shares on the New York Stock Exchange, where the Glazers partially floated the company in 2012, were trading at $21.93 (£18.50). This gave United a market capitalisation, the cumulative price of all the shares, of $3.6billion (£3bn).
If we add net debt to that figure and then bump it up by around £1billion to reflect the United factor, well, we get to the two bidders' valuations.
Expecting either of them to go much higher than those numbers is asking them to take the most enormous leap of faith in the club's commercial upside over the next decade. Or you are just appealing to their sense of generosity towards the Glazers and all the institutional investors who have been snapping up United shares in recent months?
In reality, Sheikh Jassim and Ratcliffe will know — it literally takes two minutes to search for it online — that United shares were trading in a range between $11 and $15 for a year before the Glazers put the “For Sale” sign up during the World Cup, with a 52-week low of $10.42 being recorded as recently as last summer.
The share price leapt when the Glazers made that “strategic alternatives” announcement. For the next two months, the shares traded in a range between $21 and $23, before jumping again to $24-$27 for a two-week period in February when it looked like Team Qatar were home and hosed.
The shares have dipped since then, as rumours have circulated that the Glazers — Avram and Joel, in particular — might want to hang around and see where new manager Erik ten Hag can take their club. These rumours grew in the run-up to the Carabao Cup final win on February 26, which Avram Glazer attended, and the possibility of a continuation of their glorious reign at Old Trafford was one of the biggest talking points around the buffet at last week's Financial Times Business of Football Summit in London.
As cash-buyers, though, the Qataris are ready to go. They are also the biggest bidders, which most market-watchers believe will be the only factor the Glazers consider when they are happy their valuation has been reached.
Clearly, we are not at that point yet.
But Sheikh Jassim — and Ratcliffe, for that matter — can rightly point out that their valuations already reflect a huge premium on the average share price over the last year, and the recent surge in the club's market capitalisation has been created by their interest in the club. If they were to pull out, where do you think the share price will go?
“Ah,” the Glazers, egged on by Raine, might say, “forget the share price; sports franchises are valued by multiplying their annual revenues, and United's are massive.”
They will say National Football League franchises go for eight to 10 times their revenue, and the Glazers should know: they have owned that league's Tampa Bay Buccaneers for 10 years longer than they've owned United.
But Premier League teams, even ones as relegation-proof as United, are not as profitable — year after year — as NFL franchises, which is why they have historically traded for closer to double their annual turnover, as we saw with the Newcastle United takeover in 2021.
Chelsea, however, did break that valuation model by going for a price roughly equivalent to six times their revenue. Not quite NFL standards, but paradigm-shifting for European football. This does not really help the Glazers' case, though, as six times United's revenue gets them to a valuation of about £3.5billion.
It is almost like Sheikh Jassim and Ratcliffe have done their homework, isn't it?
And there is one other small point the bidders could make: every time United's share price has approached $20 in recent years, one or more of the six Glazer siblings has decided to sell some shares. Might that suggest they know the fundamental value of their club is about where it is now?
So, are we stuck? Not necessarily.
“The right question to ask here is: could this so-called next stage in the process be both an opportunity for existing bidders to do more forensic due diligence, which will be mostly legal at this stage, and a chance for a potentially reluctant seller to bide their time and/or consider minority-investment alternatives,” says Nourry.
“It also provides time for a bigger majority bid from someone else and/or unnerve the existing bidders to up their offers.”
It also gives the Glazer siblings — Joel, Avram, Kevin, Bryan, Edward and Darcie — more time to decide what it is they want, as well as provide more opportunity for potential minority investors to surface. A period of exclusivity would quicken the process, but the family have not opted for this yet.
United fans make their feelings clear about the Glazers in November (Photo: Lindsey Parnaby/AFP via Getty Images)
Pinto sees it like this:
“There are two good reasons why you would announce an extended due-diligence period.
“The first is that nobody wants to do this deal in March or April — they are the two worst months of the year for clubs in terms of cash flow. May is the optimum time to take over, because they will know if they are playing in the Champions League or not next season and the season-ticket money starts to flow. It also gets you in before the start of the transfer window.
“But the second reason is that those firms who are lining up to lend either the Glazers or a bidder money — guys like (hedge fund) Elliott — do need more time to satisfy their investment committees.
“Stage two could just be an attempt to give them the confidence they need to lend money to Ratcliffe at an interest rate that would enable him to go a bit higher. This pause helps him.”
When you put it like that, it is easy to see why some of those involved in the process might be starting to get annoyed.
Additional contributor: Laurie Whitwell