Allen & Overy (A&O) and Clifford Chance have been called up for a second time to advise Manchester United and JPMorgan on a £660m debt refinancing that increased the amount of money borrowed against the club’s assets, but reduced its exposure to payment-in-kind notes (Piks).
Under the terms of the deal, Man Utd’s overall debt has increased from £580m to £660m. However, the club has halved the amount it owes in Pik notes to £135m. As first revealed by The Lawyer (23 May, 2005), the Pik notes had a 15-year maturity and Malcolm Glazer, Man Utd’s owner, had to pay a premium for redeeming the notes on or before 12 May 2007. However, if the notes had remained outstanding for 63 months after 12 May 2005, a clause in the offer document would have forced Glazer to sell 30 per cent of his stake to the hedge funds holding the Pik notes. The notes were accruing at around £63m a year.
At the time of the takeover Glazer also borrowed £275m secured against the club’s assets and £272m in equity contributions. This high level of debt was the main reason for the Man Utd board rejecting Glazer’s bid at the time.
A&O partners Andrew Ballheimer and Andrew Bamber represented Man Utd on the refinancing following the firm’s role advising the Glazer family on the bid last year. Clifford Chance acted for JPMorgan as arranger of the finance package.