ALK Capital or Farnell/Elkashashy takeover

[RVclaret]

every club in the country would be buzzing to have them as owners.

Whether that’s true or not (I don’t think it is) it’s completely irrelevant to your question on what grounds they could not pass the fit and proper test.

The PL passed them with the specific mention that they were satisfied there was no link between the ownership group and the Saudi state (complete ********).

[claretonthecoast1882]

every club in the country would be buzzing to have them as owners.

Would they ? I wouldn't want them anywhere Burnley would you ?

[NewClaret]

Would they ? I wouldn't want them anywhere Burnley would you ?

Me either

[NewClaret]

Isn’t this already disclosed in the accounts?

I never had you down as one for trawling the accounts RV, but good spot.

Don’t the Mail write some ****e?

[Swizzlestick]

And some people wonder why Pace has an issue with the press.

[claret2018]

Completely normal to have this sort of corporate set up. Slow news day for the Mail????

[claretonthecoast1882]

Completely normal to have this sort of corporate set up. Slow news day for the Mail????

It is Matt Hughes, he struggles with most things

[FeedTheArf]

Isn’t this already disclosed in the accounts?

Looks pretty clear cut, but what I want to know is how has Alan Pace managed to p*ss the Daily Mail off so much? From memory he gave his first interview to them but ever since then they've been desperate to create sensational story lines about the ownership/finances.

[Newcastleclaret93]

Would they ? I wouldn't want them anywhere Burnley would you ?

100%

Why not, much prefer them to our current lot

[ClaretPete001]

It doesn't say it in the accounts - it just says that Alan Pace is considered to be the controlling owner of VSL.

The club's web site says:

"Burnley Football & Athletic Company Limited is wholly-owned by Burnley FC Holdings Limited, of which 83.97% of its entire issued share capital is owned by Calder Vale Holdings Limited, a company incorporated in England and Wales (“Calder Vale”). Calder Vale is owned, through a wholly-owned subsidiary, by Velocity Sports Limited, a company incorporated in Jersey. ALK Capital LLC and Velocity Sports Partners LLC are the only persons or entities owning 25% or greater of Velocity Sports Limited. ALK Capital LLC holds and controls the voting rights of Velocity Sports Limited, and Alan Pace and Michael Smith are each directors. The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%). "

It's not exactly clear in this passage who has the ultimate say in the club ..

The usual suspects will probably understand voting rights on shares better than me but it looks like control resides in the US.

[claretonthecoast1882]

100%

Why not, much prefer them to our current lot

I was going to say I am surprised but then remembered you have defended them previously while accusing our board of sports washing.

[NewClaret]

Looks pretty clear cut, but what I want to know is how has Alan Pace managed to p*ss the Daily Mail off so much? From memory he gave his first interview to them but ever since then they've been desperate to create sensational story lines about the ownership/finances.

Sensationalist news is how the DM make money. I think some of it is massively immoral and they should be subject to more scrutiny of their headlines and reporting!

So in answer to your question I imagine it’s because regular interviews with Pace and a good relationship with the club, etc. don’t create the clicks that this rubbish does.

[arise_sir_charge]

I was just going to say, don’t expect Newcastleclaret to understand any of this seeing as he accuses Alan Pace of sportswashing.

He’s as thick as a table top.

[Newcastleclaret93]

I was just going to say, don’t expect Newcastleclaret to understand any of this seeing as he accuses Alan Pace of sportswashing.

He’s as thick as a table top.

Haha ok

[Paul Waine]

Ownership of Burnley Football Club was reported when it changed hands in Dec 2020. Since then the club has published the accounts and this provides full details of ownership and control of the club. Text quoted above.

What is driving the Mail to write an article that the club may be owned by an entity in Jersey and doesn't mention the name of that entity - even though this name has been in the public domain as the owner of BFC for a long time? Then they mention the Macquarie loan for Chris Wood sale to Newcastle, but don't mention the more recent Macquarie loans - or that it's very regular for several clubs to arrange loans with Macquarie secured against transfer fee instalments and other future cashflows. It's not as if we are short of news items these past few days.

[thehistorylecturer1]

all of which adds up to a fine example of why you should only read The Mail with the most critical of eyes

[quoonbeatz]

I never had you down as one for trawling the accounts RV, but good spot.

You don't even have to trawl the accounts. It's on the club's website.

[ClaretPete001]

They do seem more than a bit lax on that front don't they - thinking back to the Confirmation statements at the beginning of the year and Companies House posting gazette notices. Then there is the Company details page on the Club website - a PL/EFL requirement to publish the data - yet a new season in a new league 6 months after acquiring almost 6% additional shareholding and still no update -some may consider it a deliberate obfuscation

https://www.burnleyfootballclub.com/company-details

as for the Jersey registration it is Velocity Sports Ltd
https://www.jerseyfsc.org/registry/regi ... ity/316684

I do not know if this is an American thing, fund manager thing or even just an MSD thing - I have just written an article about MSD for the London Clarets, one of MSD's habits is for paired companies to have the same company name apart from Limited and Ltd - So you have MSD UK Holdings Limited registered in Cardiff and its parent MSD UK Holdings Ltd registered and based in Grand Cayman though TISE has the address as Cardiff - all apparently above board but can be seen to be deliberately confusing

Hi Chester, do you know who owns the controlling and voting shares of ALK?

The club has explicitly disclosed the share ownership of VSL but does not mention ALK even though the club also claims it is ALK that owns the club and ALK has the controlling and voting shares in the club.

It's not surprising the media focus on it.

[Chester Perry]

Hi Chester, do you know who owns the controlling and voting shares of ALK?

The club has explicitly disclosed the share ownership of VSL but does not mention ALK even though the club also claims it is ALK that owns the club and ALK has the controlling and voting shares in the club.

It's not surprising the media focus on it.

that is an interesting one that I have been trying to get to the bottom of for some time - The Delaware registration makes it impossible

if you use the club websites company details page it suggests a 60:20:20 for Pace:Smith:Hunt but that doesn't account for Morgan Edwards or John Dewey who we have been led to believe are shareholders in ALK and VSL - I have taken that it is reasonable to believe that the split for Pace, Smith and Hunt is as described but for the shareholding (however minor) of Edwards and Dewey

The is also the issue of Antonio Parra and Dave Checketts - directors at the club. I do not have then as shareholders in ALK or Velocity Sports Partners Limited rather as investors/shareholders in Velocity Sports Ltd (Jersey) but that must be classed as personal speculation

[ClaretPete001]

that is an interesting one that I have been trying to get to the bottom of for some time - The Delaware registration makes it impossible

if you use the club websites company details page it suggests a 60:20:20 for Pace:Smith:Hunt but that doesn't account for Morgan Edwards or John Dewey who we have been led to believe are shareholders in ALK and VSL - I have taken that it is reasonable to believe that the split for Pace, Smith and Hunt is as described but for the shareholding (however minor) of Edwards and Dewey

The is also the issue of Antonio Parra and Dave Checketts - directors at the club. I do not have then as shareholders in ALK or Velocity Sports Partners Limited rather as investors/shareholders in Velocity Sports Ltd (Jersey) but that must be classed as personal speculation

Indeed, is it not then reasonable to suggest that no one knows who owns or controls the club?

[Chester Perry]

Indeed, is it not then reasonable to suggest that no one knows who owns or controls the club?

Those declarations on the club website are very clear - and based on statements to the Premier League/FA/EFL if that is actually found to be untrue it would have serious repercussions for the directors of the club and the way the club itself is run given how Pace and Smith in particular are so involved in the day-to-day operation.

[ClaretPete001]

Those declarations on the club website are very clear - and based on statements to the Premier League/FA/EFL if that is actually found to be untrue it would have serious repercussions for the directors of the club and the way the club itself is run given how Pace and Smith in particular are so involved in the day-to-day operation.

I have no doubt that the declarations on the club's website are true but it clearly says ALK owns the club but does not disclose the ownership of ALK.

Is is not possible this is the issue for the EFL? Who knows the Mail may have managed to write something that isn't entirely untrue.

[Tall Paul]

I have no doubt that the declarations on the club's website are true but it clearly says ALK owns the club but does not disclose the ownership of ALK.

Is is not possible this is the issue for the EFL? Who knows the Mail may have managed to write something that isn't entirely untrue.

Where does it say ALK owns the club? I don't see it in the bit you quoted.

[Chester Perry]

As far as we know - and it is based on ALK Capital LLC press releases the ownership structure is a partnership

Alan Pace is Managing Partner
Mike Smith and Stuart Hunt are Executive Partners
Morgan Edwards and John Dewey are probable partners (there is no public statement about that but overlaying snippets in various articles would suggest that to be the case

There has never been much money coming out of ALK/VSL into its English investments - probably £10m into buying the club and less than £0.5m in buying its stakes in player Lens and AiScout

[ClaretPete001]

As far as we know - and it is based on ALK Capital LLC press releases the ownership structure is a partnership

Alan Pace is Managing Partner
Mike Smith and Stuart Hunt are Executive Partners
Morgan Edwards and John Dewey are probable partners (there is no public statement about that but overlaying snippets in various articles would suggest that to be the case

There has never been much money coming out of ALK/VSL into its English investments - probably £10m into buying the club and less than £0.5m in buying its stakes in player Lens and AiScout

I've seen ALK press releases suggesting that they are a "leadership team", which in itself suggests that it is not the ownership structure.

"ALK Capital’s leadership team comprises of Managing Partner Alan Pace, who has become the new Chairman of Burnley Football Club, and his partners Stuart Hunt, Mike Smith, Morgan Edwards and John Dewey."

So, I still think it's reasonable to assume that no one really knows who owns the club unless they have access to the documents submitted in Delaware.

[ClaretPete001]

Where does it say ALK owns the club? I don't see it in the bit you quoted.

It says it in the "alleged" press release from the club in response to the DM.

I'm not a corporate lawyer but it does seem to say it in the statement above unless you know different.

[Chester Perry]

I've seen ALK press releases suggesting that they are a "leadership team", which in itself suggests that it is not the ownership structure.

"ALK Capital’s leadership team comprises of Managing Partner Alan Pace, who has become the new Chairman of Burnley Football Club, and his partners Stuart Hunt, Mike Smith, Morgan Edwards and John Dewey."

So, I still think it's reasonable to assume that no one really knows who owns the club unless they have access to the documents submitted in Delaware.

Premier League and I believe FA rules re the Ownership and Directors Test requires full disclosure from prospective owners and directors - given the statement about ALK capital in Company Details on the club's website that would require full disclosure on ALK to those bodies

What this story is apparently suggesting is that there is another significant shareholder of VSL, perhaps the major shareholder. which is interesting given that Pace, Hunt and Smith are declared as owning 83.97% of it, which is likely to be either via a larger shareholding of ALK and/or VSP. It could be that the confusion surrounds how many different entities that Pace, Hunt and Smith own/control (which may have other investment partners/shareholders) that have shares in VSL.

It is almost inevitable that, given the desire for secrecy, such speculation emerges.

You get the feeling that someone at another club in the EFL is not happy with the summer transfer activities given press reports of financial armageddon and the money paid to MSD - but that can actually all be explained if you look at it closely

[Tall Paul]

It says it in the "alleged" press release from the club in response to the DM.

I'm not a corporate lawyer but it does seem to say it in the statement above unless you know different.

Fair enough, we haven't seen this press release though.

I think it's pretty clearly stated, both in the accounts and the statement you quoted from the website, who controls the club and it's Pace, Smith and Hunt (with Pace as majority control).

[Tall Paul]

What this story is apparently suggesting is that there is another significant shareholder of VSL, perhaps the major shareholder. which is interesting given that Pace, Hunt and Smith are declared as owning 83.97% of it, which is likely to be either via a larger shareholding of ALK and/or VSP. It could be that the confusion surrounds how many different entities that Pace, Hunt and Smith own/control (which may have other investment partners/shareholders) that have shares in VSL.

Don't Pace, Hunt and Smith own 100% of Calder Vale (in a 60/20/20 ratio), via the other holding companies, and Calder Vale then owns 83.97% of BFC?

[Tall Paul]

I suppose it's possible (likely) that there are other shareholders in ALK/VSL, but if so they don't appear to have any voting rights or control over BFC.

[Chester Perry]

Don't Pace, Hunt and Smith own 100% of Calder Vale (in a 60/20/20 ratio), via the other holding companies, and Calder Vale then owns 83.97% of BFC?

VSL owns 100% of Kettering which owns 100% of Calder Vale which owns probably close to 89% or so of the club now though only 83.97% is declared

"The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%)."

[ClaretPete001]

Don't Pace, Hunt and Smith own 100% of Calder Vale (in a 60/20/20 ratio), via the other holding companies, and Calder Vale then owns 83.97% of BFC?

You maybe reading it differently to me Paul but it clearly says who owns the controlling and voting shares in the club and it's ALK.

[Chester Perry]

I suppose it's possible (likely) that there are other shareholders in ALK/VSL, but if so they don't appear to have any voting rights or control over BFC.

you will probably find that Antonio Parra and Dave Checketts each have a circa 5% stake in VSL

[ClaretPete001]

VSL owns 100% of Kettering which owns 100% of Calder Vale which owns probably close to 89% or so of the club now though only 83.97% is declared

"The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%)."

But it says this: ALK Capital LLC holds and controls the voting rights of Velocity Sports Limited, and Alan Pace and Michael Smith are each directors.

In that statement it does not mention Stuart Hunt.

[Tall Paul]

VSL owns 100% of Kettering which owns 100% of Calder Vale which owns probably close to 89% or so of the club now though only 83.97% is declared

"The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%)."

Those percentages add up to the 83.97% so, as I understand it, that is saying that Pace/Hunt/Smith controls that percentage of BFC, so they own 100% of the holding companies.

[Chester Perry]

some may find this useful

The ALK ownership structure
You may be asking, why the constant switching between ALK, VSL and CVHL, are they not the same thing? The confusing answer is yes, no and sometimes. This is what I have been able to find. Now, take a deep breath…

• ALK Capital LLC (No 6592701) is a Limited Liability Company registered in Delaware and thus subject to the same opacity as companies in tax havens such as the British Virgin Islands. It was incorporated October 25 2017 and we are told is named after the initials of Alan Pace’s three daughters. The Offer Letter confirms that its ‘founding members’ (which seems a strange choice of phrase) were Alan Pace, Stuart Hunt, Michael Smith and Morgan Edwards. The club’s website statement on company details infers that the Edwards has a particularly minor shareholding, with the combined shareholding of Pace, Hunt and Smith being split proportionately 60:20:20. ALK Capital’s press releases describe Pace as the Managing Partner, Smith has recently been referred to as an Executive Partner in the business, we can probably assume Hunt to be the same.

• Velocity Sports Partners LLC (No. 7327182) is again registered in Delaware, the Offer Letter states it “is the sports investment division of ALK Capital LLC”. It was incorporated March 15 2019.

• ALK Capital Limited (No. 12880549) is the wholly-owned subsidiary and UK arm of ALK Capital LLC. The UK business was incorporated on September 15, 2020, with a paid £10 capitalisation of 1,000 penny shares. It has three directors: Alan Pace, Stuart Hunt and Michael Lee Smith (henceforth the ALK Three), with Pace (Managing Partner of ALK Capital LLC) registered as a Person with Significant Control, meaning he controls at least a 75% share of ALK Capital, either directly (via ownership) or indirectly (via proxy and/or role).

• Velocity Sports Partners Limited (No. 12880579) is a wholly-owned subsidiary of Velocity Sports Partners LLC. It also was incorporated on September 15, 2020, has a paid £10 capitalisation of 1,000 penny shares with the ALK Three as directors and Alan Pace again registered as a Person with Significant Control. ALK’s own press releases state that VSPL is the vehicle for ALK’s interests in the UK (although the following shares are not officially registered with it), which include:
o Player Lens Limited (No. 08898270) of which a confirmation statement dated February 17, 2020, and filed two days later states that ALK Capital LLC owns 25 ordinary shares out of a total allotment of 6744. A February 2022 statement shows no change to these figures;
o Project 23rd Century Limited (No 10911841) which owns AiScout, of which a confirmation statement dated August 10, 2020 and filed on October 8, 2020, states that ALK Capital (the date means it has to be the LLC though it is not stated) holds 7816 Class B (non-voting) shares out of 556,508 such shares, with 1,333,334 Class A (voting) shares also in distribution at that time. New allotments as a result of 7 different share sales since July 2021 for in excess of £2.5m show there are now 1,185,451 Class B shares with no change to the Class A figure. A confirmation statement dated April 12 2022 states ALK Capital now hold 46,895 Class B shares.

• Velocity Sports Limited (No. 132376) is registered in Jersey, and was incorporated September 28 2020, document records are very limited offering nothing on shareholders and such like. The club however provide this useful information on its company details page.
‘Burnley Football & Athletic Company Limited is wholly-owned by Burnley FC Holdings Limited, of which 83.97% of its entire issued share capital is owned by Calder Vale Holdings Limited, a company incorporated in England and Wales (“Calder Vale”). Calder Vale is owned, through a wholly-owned subsidiary, by Velocity Sports Limited, a company incorporated in Jersey. ALK Capital LLC and Velocity Sports Partners LLC are the only persons or entities owning 25% or greater of Velocity Sports Limited. ALK Capital LLC holds and controls the voting rights of Velocity Sports Limited, and Alan Pace and Michael Smith are each directors. The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%).’

This information clearly indicates that there are other investors in the company.

• Kettering Capital Limited (No. 12975630) incorporated on the October 26, 2020. This is a wholly-owned subsidiary of Velocity Sports Limited formed with a nominal but unpaid £10 capitalisation via 1,000 penny shares. December 30, 2020 saw 50,000 shares issued at £200 each (raising £10m) and a further 49,000 issued at £1795.918 each (raising £87,999,982) giving a total allotment of 100,000. A recent Confirmation Statement shows all shares belong to Velocity Sports Limited. The ALK Three are the directors. Interestingly, there is no declared person with significant control. A 'charge’ for the MSD loans was raised on December 23, 2020.

• Calder Vale Holdings Limited (No. 12919689) is the named entity with significant (direct) control over Burnley FC Holdings and its subsidiaries. It was incorporated on October 1 2020 as a wholly-owned subsidiary of Velocity Sports Partners Limited with a nominal but unpaid £10 capitalisation via 1,000 penny shares. December 30 2020 saw 50,000 shares issued at £200 each (raising £10m) giving a total allotment of 51,000. The ALK Three are again the directors. Initially, there was no declared person with significant control of Calder Vale Holdings, but on November 16th, 2020, Kettering Capital was named in this capacity as a result of its control of Calder Vale’s shares. MSD raised a loan against CVHL on December 23, 2020, which spread up to Kettering Capital (as owner of CVHL) and down to the Burnley FC Holdings Limited and its then subsidiaries, which form the loan’s security on December 30, 2020. The Offer letter clearly states that the responsibility (repayment and servicing) for this loan was assumed in full by Burnley Football and Athletic Company Limited on that same date.

[Chester Perry]

Those percentages add up to the 83.97% so, as I understand it, that is saying that Pace/Hunt/Smith controls that percentage of BFC, so they own 100% of the holding companies.

no - I had the same issue for a while but eventually came to the conclusion it was their 83.97% holding in VSL - there was a discussion about it on the Grim thread

[Chester Perry]

But it says this: ALK Capital LLC holds and controls the voting rights of Velocity Sports Limited, and Alan Pace and Michael Smith are each directors.

In that statement it does not mention Stuart Hunt.

quite right, but overlaying all other information, particularly the club statement on Company Details, it is reasonable to expect Smith and Hunt to have equal status

[ClaretPete001]

some may find this useful

The ALK ownership structure
You may be asking, why the constant switching between ALK, VSL and CVHL, are they not the same thing? The confusing answer is yes, no and sometimes. This is what I have been able to find. Now, take a deep breath…

• ALK Capital LLC (No 6592701) is a Limited Liability Company registered in Delaware and thus subject to the same opacity as companies in tax havens such as the British Virgin Islands. It was incorporated October 25 2017 and we are told is named after the initials of Alan Pace’s three daughters. The Offer Letter confirms that its ‘founding members’ (which seems a strange choice of phrase) were Alan Pace, Stuart Hunt, Michael Smith and Morgan Edwards. The club’s website statement on company details infers that the Edwards has a particularly minor shareholding, with the combined shareholding of Pace, Hunt and Smith being split proportionately 60:20:20. ALK Capital’s press releases describe Pace as the Managing Partner, Smith has recently been referred to as an Executive Partner in the business, we can probably assume Hunt to be the same.

Full post above

Thanks Chester as ever lots of interesting detail

One question: Where on the club’s website statement on company details does it infer that Edwards has a particularly minor shareholding, with the combined shareholding of Pace, Hunt and Smith being split proportionately 60:20:20.

[Tall Paul]

no - I had the same issue for a while but eventually came to the conclusion it was their 83.97% holding in VSL - there was a discussion about it on the Grim thread

OK, fair enough. Seems a bit of a coincidence, but it's probably by design?

I'll try and find the earlier discussion.

I still think the statement and accounts are clear as to who controls the club though.

[ClaretPete001]

OK, fair enough. Seems a bit of a coincidence, but it's probably by design?

I'll try and find the earlier discussion.

I still think the statement and accounts are clear as to who controls the club though.

Fair enough. Two simple questions: who is it? And how do you know?

[Chester Perry]

Thanks Chester as ever lots of interesting detail

One question: Where on the club’s website statement on company details does it infer that Edwards has a particularly minor shareholding, with the combined shareholding of Pace, Hunt and Smith being split proportionately 60:20:20.

again, it is about an overlay of information Edwards has been stated as having a shareholding in press reports, and indirect reports from within the club * CT has said this himself previously

the 60:20:20 is the proportional make-up of the declared percentages in the company details statement

[Chester Perry]

I still think the statement and accounts are clear as to who controls the club though.

i would not argue with that

[Tall Paul]

Fair enough. Two simple questions: who is it? And how do you know?

It's Alan Pace, as the ultimate controlling party of the ultimate parent company.

[ClaretPete001]

It's Alan Pace, as the ultimate controlling party of the ultimate parent company.

Apologies if I'm being dim but the ultimate parent company is?

[aggi]

Isn’t this already disclosed in the accounts?

I'm pretty sure ultimate controlling party isn't actually defined in law or the standards. It's generally (assuming no different classes of share with different voting rights) taken to be whoever owns the majority of the shares.

But rather strange the article didn't identify the Jersey company given it is clear for people to see. Obviously the accounts are a bit out of date now but I'd be surprised if it was anything other than some stuff that needed clearing up. The auditor should have seen proof of the structure as part of their AML checks and would be able to verify that statement in the accounts.

[Tall Paul]

Apologies if I'm being dim but the ultimate parent company is?

Velocity Sports Limited

[ClaretPete001]

I'm pretty sure ultimate controlling party isn't actually defined in law or the standards. It's generally (assuming no different classes of share with different voting rights) taken to be whoever owns the majority of the shares.

But rather strange the article didn't identify the Jersey company given it is clear for people to see. Obviously the accounts are a bit out of date now but I'd be surprised if it was anything other than some stuff that needed clearing up. The auditor should have seen proof of the structure as part of their AML checks and would be able to verify that statement in the accounts.

Who owns the club Aggi ALK Capital LLC or VSL because I can't see that it is clear.

[ClaretPete001]

Velocity Sports Limited

So, the statement on the clubs web site, which seems to allude that ALK may own and control VSL is wrong in some way or am I misunderstanding it?

I admit it must be me missing something obvious.

[Chester Perry]

Apologies if I'm being dim but the ultimate parent company is?

this is how I see it pictorially (if I can get this to work)