Leeds Utd: creditors were satisfied, not a Liquidator’s Charter
I see Leeds United are being held up as a model for Rangers to liquidate and emerge as a new club. Leeds United’s circumstances are highly unlikely to bear any relationship with those at Rangers unless Duff and Phelps can agree a Creditors Voluntary Arrangement.
Leeds United AFC Ltd entered administration in the control of KPMG Restructuring on 4 May 2007 and on the same day were sold to a new company Leeds United Football Club Ltd subject to a Creditors Voluntary Arrangement (CVA) being agreed. Both Leeds United AFC Ltd and Leeds United FC Ltd were controlled by Ken Bates.
A CVA requires 75% of creditors (by value) to vote to accept a reduced percentage of the money they are owed. The company was forced to act as HMRC, who were owed in excess of £6m, had issued a winding up petition which was due to expire on 25 June 2007.
Before creditors voted on the CVA several other bidders came forward with offers for the club, however, the vote, on 1 June 2007, returned 75.02% of creditors accepting the CVA offer (75.20% after a recount).
Creditors can challenge a CVA within 28 days of the vote. On the 28th day, 3 July 2007, HMRC challenged. With the CVA subject to a challenge, KPMG asked for further offers for the company to be submitted by 9 July 2007. Despite the extended offer period, the administrators still accepted the offer from Ken Bates Leeds United FC Ltd.
With a CVA agreed, subject to challenge, the Football League transferred Leeds United AFC’s league share to Leeds United FC Ltd under its “exceptional circumstances” provision. The League imposed a 15 point penalty on the club for the 2007-08 season for failing to satisfy the outstanding legal challenge in time, necessitating the ‘exceptional circumstances’ rule.
HMRC withdrew their objection to the CVA the following month. Leeds United subsequently appealed against their 15 point penalty citing a CVA had been agreed and that the league programme does not allow time for spurious challenges to be dealt with. The Football League refused the appeal.
Believing Football League procedures were at fault, not their own behaviour, Leeds United served the League with a High Court writ to challenge the points deduction, however, both parties agreed to abide by the findings of an arbitration panel hearing.
The arbitration panel found against Leeds United citing the following two reasons:
A director of Leeds United FC signed an earlier agreement not to commence any proceedings against the League.
Leeds United waited 7 months before commencing the action, which brought unnecessary sporting consequences on other promotion chasing clubs, specifically Doncaster Rovers, who would no longer be in an automatic promotion spot if Leeds’ 15 points were restored.
In summary:
Leeds United AFC Ltd’s administrators achieved the necessary 75% support for a CVA.
They withstood the challenge from HMRC, paid creditors and concluded the transfer of assets, including League share, to Leeds United FC Ltd, according to the terms of the CVA before winding up the old company. No loose ends were left.
This is not a Liquidator’s Charter. Provisions in football only exist to transfer a League share from one company to another if creditors are satisfied, either by being paid in full or, as with Leeds United, with 75% agreeing to accept a diminished amount.
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