M & A Law Prof Blog

Editor: Brian JM Quinn
Boston College Law School

Tuesday, April 20, 2010

Sporting News

I've been following the developing battle for control over the UK soccer, I mean, football club Arsenal during the past few months.  At last check, US real-estate and sports mogul Stan Kroenke was just a handful of shares (7 shares, apparently) short of being required under the Takeover Panel to make a mandatory bid on all of the outstanding shares of the club.  On the other side is Russian steel magnate Alisher Usamanov, holder of 26.3% of Arsenal's stock.  He is said to covet the soccer club as a prize.   Then there's Lady Bracewell-Smith, holder of 15.9% of Arsenal's shares.  She is set to auction off her stake, apparently in a bid to avoid having to decide between Kroenke or Usamanov.  So much intrigue.

Now, it becomes more complicated.  Kroenke has other sports industry interests, including a 40% share of the St. Louis Rams of the NFL.  The Rams majority holder, the Rosenbloom family, has been looking to exit for some time now and recently identified a potential buyer:  Urbana, IL auto-parts manufacturer Shahid Khan.  Comes word that last week Kroenke exercised his right of first refusal to buy out the balance of the Rams' shares that he doesn't own at the price offered by Khan.  This after Kroenke and Khan had negotiated with Kroenke, according to reports, demanding a $50-99 million 'go-away' fee - a payment to prevent him from exercising his ROFR.   Now that's hardball!   We see rights of first refusal pop up a lot in the context of close company acquisitions.  Here Kroenke appears to have tried to use the right to extract additional rents from potential acquirer.  That's a little unconventional, but not altogether surprising.  

Kroenke's bid for the Rams is complicated by the NFL's cross-ownership rules, which prevent cross-ownership across professional sports of sporting teams outside the owners home markets or in other markets with NFL franchises.  Kroenke also has ownership interests in the NHL's Colorado Avalanche and the NBA's Denver Nuggets.  In order to complete the Rams purchase, he'll have to seek a waiver of those rules or rid himself of other assets.  One report suggests that Kroenke may seek to "sell" the Avalanche and Nuggets to his wife, Ann Walton (of Wal-Mart fame), in order to get around those rules.

And, so what about Arsenal?  Presumably, Kroenke's acquisition of the Rams takes Arsenal off the table for the moment.  I suppose this might be good news for those in the UK suddenly worried about acquisitions of the UK's most storied brands by big American interests.  Then again, it creates an opening for Usamanov. 




Europe, Sports | Permalink

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