When pretending to be impartial goes wrong

[Shane 338]

An analysis of the Bill MIller bid for RFCSaturday, 21 April 2012 00:14Bill Miller is Chairman of Miller Industries, a group of companies which builds tow trucks, recovery vehicles and transporters. In the year to 31 December 2011 it had Sales of $402m and profits after tax of $23m. It has a subsidiary named Boniface Engineering in Thetford, Norfolk, England. It is listed on the New York Stock Exchange; at today's closing share price it has a market capitalisation of $182m. at 31 December 2012 it had cash of $50m.

A: Bid or not yet?

1. Mr Miller's statement today refers to making a bid on Monday 23 April 2012. It does not describe a bid already made, acceptable to D&P or otherwise.
2. Mr Miller refers to "grandstanding" and "15 minutes of fame". His statement has the flavour of grandstanding throughout.
3. He calls himself one of "three qualified bidders". He has not yet bid. D&P have "made crystal clear" that only unqualified bids will be accepted for consideration before a preferred bidder is nominated. Mr Miller's bid is riddled with conditions.
4. He says "I have held a series of talks over the past week with officials from the SPL and SFA ..." He then states “My offer is contingent upon the regulatory bodies agreeing that the club will begin play in the 2012/13 season in the SPL and that they will do so without any loss of points and with all historic titles intact. I will not acquire the club unless I receive written assurances from both regulatory bodies to this effect." What verbal assurances has he received to make him believe that written assurances will be forthcoming? That is simply not deliverable by the Administrators. It ignores possible UEFA sanctions.
5. He says "I am acutely aware that the club will require working capital and this will be assessed in more detail in coming weeks as the due diligence progresses". How long does he expect due diligence to take? How much attention has he paid to information in the electronic data room?

B: CVA or something else?

1. It is on the matter of the CVA process that his lack of understanding ought to provoke real concern to D&P.
2. He simply does not understand what the process of exit from Administration by CVA entails. He may not even understand what a CVA is.
3. For his information, a CVA is a collective rehabilitation process where 75% of creditors voting can accept a proposal which sets an amount payable at which amounts due to them are settled, less than the full amount due. This vote binds all other creditors existing as at that date to accept this reduced settlement. It usually comprises a series of payments over a number of years, normally three to five years. It is proposed by a "Nominee", the nominated Supervisor, who becomes the Supervisor when the Arrangement has been approved.
4. Funding of this settlement usually comes from an amount made available by an incoming investor, plus amounts from the earnings in future years. Where prize money or television money arises through success in competitions, a proportion of this upside would normally go to into the pot of settlement funding.
5. He says " ... I have proposed a purchase of the club through a CVA from the beginning." This implies he has intended to set up a newco from the beginning; if so he should purchase from administration and leave the Administrators to liquidate the insolvent company. No need for the expense of a CVA!
6. He talks of an incubator company. He does not define what an incubator company is. He offers no examples of how this has worked in the past. He produces a paragraph of utter nonsense talking about D&P working to make the sick patient healthy through a CVA process that effectively works to radiate the toxicity of past administrations' sins ..." The most silly statement comes in the last sentence of the paragraph - "Once the CVA process has been completed and the patient is on the mend, the Administrators will return Rangers Football Club plc to me for a nominal sum." What? Administration ends with entry into a CVA. What does he mean "Return"? By what means will the incubated company be reunited with the "patient"? All nonsense.
7. He intends to bid £11.2m, the sum which includes the £500k non-refundable deposit. The assets of the Club per the Statement of Affairs within the Joint Administrators Report is £134m. The net asset surplus after paying all creditors, including full settlement of the Ticketus claim, apart from any liability arising from the 1st Tier Tribunal decision is £60m. His offer appears derisory in the face of these values.
8. What security will the creditors have in respect of future contributions to the CVA pot? A guarantee from Mr Miller secured over Mr Miller’s personal assets?
9. What security over pre-CVA assets will the creditors require so as to make recovery should the CVA fail?
10. What anti-embarrassment clause will the creditors seek to insert and rely on to ensure that part way through the CVA the assets are not simply sold on from the incubator at a substantial profit without them receiving all or any of the windfall?

C: Ticketus – how will they be treated?

1. His thinking is equally disordered over the Ticketus position. He boldly says "... I am the only bidder who has refused to entertain offers from Ticketus or engage in discussion with Craig Whyte." He later asserts "There is no way Ticketus would agree to a 'pence in the pound' settlement as has been suggested by others".
2. If he has not spoken to Ticketus, how does he know what Ticketus will accept?
3. If they will not accept 'pence in the pound' from where does he see payment in full? It cannot be from a CVA and it will not be from him. Again, all nonsense.

D: Operations in this limbo of incubation

1. What exactly does Mr Miller think he will acquire into the incubator company? How does £11.2m stack up with these acquired assets?
2. Which Rangers will be the Rangers licensed by SPL + SFA? The incubating one or the one in CVA?
3. Which Rangers will own the rights to the players’ contracts? Will they be transferred for a fee to the incubator, or allowed to expire at the end of their contract period?
4. Who will own the land and property assets of the club?

In summary

Mr Miller is proposing an unworkable solution, based on a complete misunderstanding of the insolvency legislation in play, and with no real understanding of the future funding required, all based on a derisory offer not yet made in writing. D&P should not entertain this, far less regard it as a “structure with potential. If it were not that his understanding is so glaringly deficient, it would look like he is dressing up a liquidation / newco scenario in bamboozling terms.

http://www.rangerssupporterstrust.co.uk/rstsite/latest-rst-news/450-an-analysis-of-the-bill-miller-bid-for-RFC

[MosesMcNeil 1,664]

"He intends to bid £11.2m, the sum which includes the £500k non-refundable deposit. The assets of the Club per the Statement of Affairs within the Joint Administrators Report is £134m. The net asset surplus after paying all creditors, including full settlement of the Ticketus claim, apart from any liability arising from the 1st Tier Tribunal decision is £60m. His offer appears derisory in the face of these values."

Would that mean a bid of, say, £12m would not be derisory?

The value of anything is what someone is prepared to pay.

I can't see the benefit to the RST if they find themselves facing Miller as the new owner of The Rangers.

[Shane 338]

"He intends to bid £11.2m, the sum which includes the £500k non-refundable deposit. The assets of the Club per the Statement of Affairs within the Joint Administrators Report is £134m. The net asset surplus after paying all creditors, including full settlement of the Ticketus claim, apart from any liability arising from the 1st Tier Tribunal decision is £60m. His offer appears derisory in the face of these values."

Would that mean a bid of, say, £12m would not be derisory?

The value of anything is what someone is prepared to pay.

I can't see the benefit to the RST if they find themselves facing Miller as the new owner of The Rangers.

You should take a look at how they treat supporters :

Rangers Supporters ‏ @rangersfctrust

An analysis of the Bill MIller bid for RFChttp://www.rangerssupporterstrust.co.uk/rstsite/latest-rst-news/450-an-analysis-of-the-bill-miller-bid-for-RFC via @rangersfctrust

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust Wow... just wow. Must feel pretty good about Mini getting the Xmas goose, eh?

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson I always have roast for Christmas, Shane.

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust I'm a ham man, myself.

@rangersfctrust Lot of assumptions in there. Guessing you still haven't gotten to Miller..?

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson On @GersNetOnline you said you have been in touch. Pass it on and prove us wrong.

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust @GersNetOnline You read my same info that proved true this morning. Your analysis reeks of rhetoric and speculation

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust @GersNetOnline And when all the other people involved want to start sharing their sources, I'll pass mine right along.

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust @GersNetOnline Couldn't even be bothered to pull financials on Miller Ind's until today, I'd reckon.

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson @GersNetOnline So you won't pass it on to be proved otherwise?

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust @GersNetOnline Use the info in front of you first to come up with something slightly less biased and we'll have a chat

@rangersfctrust At least @GersNetOnline has the decency to not plaster broad assertions under their homepage banner

@rangersfctrust How many people do you have tracking down info? One guy with a laptop in TN, "too far from Ibrox" just a couple months ago

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson @GersNetOnline Prove us otherwise right now.

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust @GersNetOnline Love the ultimatum. Your duplicity speaks volumes. "Heart of the club" indeed...

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson Would you prefer this:http://www.twitlonger.com/index.php/main_new

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust And condescending to boot! Do you alwys ask othrs to do leg work for you, or just have no sense of professional integrity?

Rangers Supporters ‏ @rangersfctrust

@ShaneANicholson The 'others' are members who are entitled to express, help or advise. Bed time for me. All the best!

Shane Nicholson ‏ @ShaneANicholson

@rangersfctrust Then maybe they should've started with a simple google search. Southern hospitality goes a long way in these parts.

[MosesMcNeil 1,664]

You should take a look at how they treat supporters

Emotions are running high.

[gunslinger 270]

they back tbk that's well known.

I don't think they are impartial or pretending to be.

[ChampionsAgain 1,373]

I think there is something in it for the RST providing TBK takeover. What they need to do is stop trying to push every bid away except Tbk.

[Carsons Dog 9,878]

The RST seem to have become financial experts overnight

[Shane 338]

they back tbk that's well known.

I don't think they are impartial or pretending to be.

"What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club"

As long as it fits our narrative.

The only thing in this that's not complete and utter speculation are the figures they were able to successfully copy and paste from the balance sheet. They've done fuck all to vet anything and are using this to stoke fear and consternation in the support in place of attempting to track down any real information.

[Shane 338]

Points A 1-5: Recite quotes; offer opinion with no citation or info to back up any of it; insinuate lack of business knowledge or support structure in place from a man they just pointed out is the chairman of a very successful and stable multinational company.

B1: Insulting conjecture (IC). Chairman of a multinational that did $403m in sales last year. Quickly forgotten again.

B2: IC + unfounded speculation. Apparently assuming Miller drew up his entire bid on a bar napkin without counsel.

B3: Wikipedia School of Finance (WSoF)

B4: WSoF + IC. Man's made plenty of money, understands how it works.

B5: Blatant 180 of Conjecture. He says x; implies he actually said y. For people so lacking in trust of the admins they seem to want them involved in the CVA. "No extra cost" is relative to the bidder's plans, as are terms of CVA.

B6: Possibly most insulting and condescending part of the whole thing. Couldn't even be bothered to check Wikipedia for info on this.

B7: IC. "Derisory" bid of £11.2m. Were any other lesser offers termed this way by RST?

B8: Throwaway point. If you want to know go ask.

B9: To borrow, RST "may not even understand what a CVA is".

B10: See last two comments.

C 1-3: RST only able/willing to see Ticketus as a partner in a winning bid. Wearing blinders.

D 1-4: Speculation and unanswered questions. An "analysis" usually analyzes information, not simply restates it in the form of a question.

Summary section: Complete and utter speculation and fear-mongering.

[Phil 1,150]

they back tbk that's well known.

I don't think they are impartial or pretending to be.

Agreed.

I would rather there was no pretending being done at all from anyone so we at least know where we stand with the different options available from different bids.

Unfortunately I don't see that coming from everyone concerned

[Non_Sucumbi 876]

I like most don't want liquidation and was heartened by the Yank's 'no liquidation' statement.

That said I am totally fukkin confused with all this 'incubator' shit. Yet the guy is taking financial and legal advice from 'his team'. Wonder who his 'consultants', 'advisors' are??

Is it possible to avoid liquidation --- will the spl aquiecse to his demands.

This is wearing me out....... time for a beer

[gunslinger 270]

the American has admitted he's going to newco/liquidate us.

[Shane 338]

the American has admitted he's going to newco/liquidate us.

You must have microphones everywhere.

[gunslinger 270]

liquidation lite.

3 year euro ban.

spl penalties

no players.

no thanks.

[Shane 338]

Fuck it mate, I'm done with the mudslinging. Best deal wins the day we both hope and let's just get this fucker sorted.

BM, TBK, TBK/BK, CVA or newco, I could give two fucks I just want it done and dusted.

Maybe something we can actually agree on, eh?

[waldo 7]

I don't think they are impartial or pretending to be.

No, instead they apparently know the mood of the majority of punters better than most and are able to 'suspend.. prejudices and preferences'... Despite claiming that other fan groups / fan websites are desperately trying to curry favour and claiming only FF / RST has credibility. That reeks of arrogance and as Moses stated, could lead to an interesting situation if one of the other bidders wins the race.

[MCLACHLAN1 49]

I would love to see an analysis of 'The Blue Knights' Bid

[minstral 5,375]

I do not care if we do not win anything for a long time as long as there is no Newco. Fans can put all the spin the want on a newco but it would be a disaster for our club and fans.

[The Godfather 72,626]

Shane I don't know why you bother sometimes, some people will argue the sky is not blue.

[Edmiston Drive 3,846]

they back tbk that's well known.

I don't think they are impartial or pretending to be.

Fuds.

[Smile 26,622]

The Dingwall drones seem to be pushing for something that makes sense or has something it it for them, not what makes sense for Rangers.

Lets face it Murray was part of the board that got us in this position and no doubt some of the unnamed Blue Knights are as well.

I dont see why bringing back part of the problem would be the solution at Rangers.

[Redwhiteandblue 3,330]

"What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club" "What's best for the club"

As long as it fits our narrative.

The only thing in this that's not complete and utter speculation are the figures they were able to successfully copy and paste from the balance sheet. They've done fuck all to vet anything and are using this to stoke fear and consternation in the support in place of attempting to track down any real information.

Is you quote in the OP copied from the RST?

[Redwhiteandblue 3,330]

the American has admitted he's going to newco/liquidate us.

Where has he said he's going to liquidate?

[Edmiston Drive 3,846]

Where has he said he's going to liquidate?

GS lives in this world, that if it's not mini it's wrong.

[Ricky_ 893]

i agree with what the RST wrote.

Millers bid doesnt stack up for me.

it's conditional on something the SFA simply wont agree to. he wants to transfer us into a holding company, and the holding company will be the one he wants to compete in the SPL - whilst the mess in the actual company is sorted out.

it does just seem like liquidation lite.

the figure of 11.2 is also baffling to me.

is it really the sum that can save the company? we've paid more than that for a player.

if the situation was that a bidder is required to fork out 30ish million for a CVA to then own a debt free Rangers, that to me sounds like a very good prospect. Thats the kind of cash we'd expect to make in a seaosn with a decent european run.