As the last fully completed real estate cycle entered its final rock-bottom years, the truth about the buyout was exposed. The $272 million in “cash” was actually provided by the Glazers remortgaging 25 of their shopping centres in the six months before the takeover.
The Glazer family’s main assets are their shopping centre businesses in America, First Allied Corporation, along with Manchester United and the Tampa Bay Buccaneers. It was later discovered they were borrowing against these assets right at the peak of the cycle.
The Glazers’ shopping mall mortgages had been bundled with other loans as Commercial Mortgage-Backed Securities on 63 of 64 First Allied shopping centres, totalling £388m ($570m).
Most of those were taken out with Lehman Brothers before the US investment banking giant went bankrupt, triggering the global banking crisis in 2008.
By 2010, most of these shopping malls were negative-geared assets. The loans outstanding were higher than the collateral those same loans were pledged against.
However, the single biggest issue for the glazers in 2010 was a certain type of debt totaling around $200 million and held against the football club.
Now, we need to take a step back here. Let me explain to you exactly what payment-in-kind (PIK) notes are.
In layman terms, these PIK notes are a tool which private lenders can provide direct to businesses. They are usually available on different terms to the more traditional bank lending.
They offer the borrower the ability to obtain a loan but defer the interest rate payments to a later date. This in-built feature means companies can improve their cash flow position whilst still accessing badly needed credit to expand or grow.
In the right circumstances they can be a useful tool, for example a strong start-up company with good growth prospects.
It’s better off reinvesting any spare cash into the business to grow rapidly. When it starts to generate cash, it can pay back or service the (now) much larger loan more easily because it’s a much larger company.
But there’s a catch: to facilitate these deferrals, they come with a higher interest rate on a mounting debt load as the deferred payments pile up.
And the deferrals are only ever temporary. At some point they come due, and the company will need to refinance the debt.
It’s no wonder some call them a “boom time instrument”.
Back in 2010, those same PIK loans worth $200 million the Glazers wrote to assist with buying Manchester United came with an eye-watering 16.25% interest rate!
Like I said, it’s only the crash and subsequent wreckage that follows where such over the top lending makes the public space. Is it any wonder why the global credit system seized up at the worst possible time?
No business can accept or meet such onerous terms during a crisis. This simply exacerbates the ongoing financial catastrophe even further.
The owners of Manchester United got away with it. Just about. They were able to hang on until credit conditions eased enough in the 2010s to refinance their debt.
Many large companies didn’t make it back including large media and entertainment conglomerates (e.g. Tribune Group, Six Flags) and TXU Energy, which was the largest leveraged buyout in history in 2007.
PIK notes were involved in waves of corporate bankruptcies that first emerged in 2007 and continued following in the wake of the so-called Global Financial Crisis.
The Manchester United takeover took place 19 years ago when PIK notes started to come to the awareness of those who were paying attention. Given the destruction they caused in the downturn, as a financing tool they were consigned to the dustbin of history.
Or so we thought.