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WHAT’S HAPPENED?

After weeks of legal wrangling that delayed talks after the takeover was first revealed by WalesOnline, the paperwork has now been completed that sees a American investment group – headed by by Jason Levien and Steve Kaplan – complete the purchase of enough shares to see them become new majority owners of Swansea City.

WHAT DOES IT MEAN?

In basic terms, that Swansea have new owners for the first time since a local consortium including the Supporters Trust bought the club from Tony Petty in 2001. That said, it is not a complete takeover in that the US group have bought around 60%-70% of the current shares – enough for them to be comfortably the largest shareholders but leaving many of the existing shareholders retaining a stake and places on the club’s board of directors. The Supporters Trust – who were not offered to sell their shares as part of the original talks over the deal – have retained their 21.1%. It had been thought that Dutch director John van Zweden will sell all of his 5.3% shares and give up a place on the board while Robert Davies – not a board member – will sell his 10.5% stake.

Brian Katzen (21.1%) and Huw Jenkins (13.2%) are expected to retain a small percentage. It is not clear how much of a stake former majority shareholder Martin Morgan will keep with his 23.7% shared between himself and wife Louisa, nor whether Leigh Dineen will retain a small percentage of his previous 5.3% stake.

It is not clear what the final purchase price of the deal is with the £110m figure reported by WalesOnline relative to the overall value of the club. Initials discussions had centred around a purchase of around 75% of the club’s shares.

SO SWANSEA ARE NOW FLUSH WITH CASH?

That remains to be seen. The actual takeover deal only guarantees money for the shareholders selling their stakes as per any standard company business transaction. The US group have expressed an intent to put more money into the club and give greater access to funds that the current ownership could not, though the details of that will only become clear over time.

Kaplan, founder of huge US asset management firm Oaktree, is believed to be the “moneyman” in the deal. There are no substantiated reports of his net worth although, for illustration, one report did claim he received payments totalling $63m in a two-year period between 2010-2012. Crucially, the deal will not see any debt placed on the club as a result.

WHO’S IN CHARGE?

With 60% to their name Kaplan and Levien are in essence the new men calling the shots at the Liberty and will take seats on the board. However, the US group have been keen to stress during discussions that they want to keep Huw Jenkins on as chairman and keep his seat on the board to maintain continuity. The Supporters Trust, represented by Huw Cooze at board level, will keep a place.

(Image: Stu Forster/Getty Images)

The Trust had previously suggested they would be keen for a second seat as part of their proactive calls for clarity and accountability of a new ownership. They are keen to now thrash out a new shareholder’s agreement they see as key as moving forward together. Leigh Dineen will keep an executive management role but it is not clear if he will stay on as vice-chairman or indeed still have a place on the board.

HOW DOES THE NEW OWNERSHIP WORK?

The hope will be that it continues in the same fashion that has been proven so successful for the club over the past decade, with the added impetus and financial flexibility of the new backers who have pledged increased investment into playing budget and club infrastructure. There has been no solid evidence presented in public regarding such a cash boost during talks but it has been claimed there is additional money from the US group – on top of the club’s existing revenues generated from staying in the Premier League and the resulting new broadcast payments – and greater access to further investment for potential stadium development.

The US group does include a number of other individuals aside from figureheads Kaplan and Levien, although they have not yet been named and will not be directors nor shareholders and, as such, have no direct influence on club matters. They have been described as ‘backers’ to the two figureheads and do not have to be named as a result. There is an eagerness from fans and the Trust to identify who the background partners are for a sense of transparency and it is expected some will be named in due course, though those who wish to have their involvement confidential are understood to be able to do so.

If they are not shareholders then it is thought the Premier League do not need to be informed of their identity. It follows US sport ownership models where franchises may be controlled by principal owners but have a large number of background investors. Indeed, Levien has formed such consortiums in the past, including in the takeover of NBA side Minnesota Timberwolves where Kaplan has been a co-executive chairman. Kaplan had been attempting to sell his 14% share in the franchise, reportedly valued at $100m.

(Image: Patrick McDermott/Getty Images)

WHAT HAPPENS NEXT?

Kaplan and Levien will both come to the UK to complete assessments by the Premier League for the fit and proper persons test, though that is expected to be a formality. Paperwork is expected to be with the relevant authorities by Monday with Levien and Kaplan expected to fly into the UK the following week.

With the share purchase agreements in place, they are effectively in control though a huge next step will be a new shareholder’s agreement which the Trust will want nailed down assurances about intentions and protection against such crunch matters as potential share dilution or veto rights on important board decisions over any future debt.

(Image: @Stephen_Kaplan)

WHAT’S THE TRUST’S POSITION?

The Trust released a statement following speculation a deal was close to completion confirming they have had no offers for their shares but revealing they have had subsequent meetings with Levien following the one that came just hours before news broke of a deal back in April and say they have “put forward its views on how the club should be run in the future, and where the club can be improved”. However, they stress that the focus of the US group has been on the share purchase and that there is still work to be done in terms of a shareholder’s agreement on the way forward for the club and they say they have not received any details on “the other parties within the US Consortium or details regarding any investment plans within the club.”

The Trust have long maintained they were aware of the need to progress and improve as well as “sustainable investment” for such ambitions as expanding the capacity of the 20,900 Liberty Stadium, adding: “We would fully support any improvement in these areas, so long as it respects the club’s proud history and ensures fans are not priced out or inconvenienced in their desire to support their team.”

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