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Manchester United set to kick off $300 Million Initial Public Offering (IPO)

By on July 19, 2012

Football powerhouse Manchester United is expected to launch its IPO in New York as early as next week, for pricing in early August, after earlier attempts in Hong Kong, Singapore and the UK.

The time table marks a change from the original schedule to proceed after the U.S. Labor Day holiday September 3, according to multiple sources close to the situation.

In another change, the football club is now looking to raise $300 million (£191.61 million) on the IPO, less than the $500 million (£319.35 million) previously contemplated. The decision on timing and sizing is still fluid and could change, depending on the regulatory review process.

Jefferies is lead-left bookrunner in a syndicate that also includes Credit Suisse, JP Morgan, Bank of America Merrill Lynch and Deutsche Bank.

The banks plan to benchmark the IPO not only against traditional media entities but iconic consumer-goods companies, in an effort to justify a potentially difficult valuation.

Manchester United has yet to provide audited financial results beyond the fiscal year ended June 2011, instead relying on an exemption as an emerging growth company under the JOBS Act.

Updated results will presumably be forthcoming prior to the official launch IPO. The latest filing, on Monday, provides limited additional disclosure, other than the selection of “MANU” as the club’s ticker for a New York Stock Exchange listing.

A dual-class structure, a primary motivation in selecting the NYSE as the listing venue, remains in place, giving Class B shareholders 10 votes in matters of corporate governance, while the Class A public shareholders get one vote.

As long as the B shareholders hold at least 10 percent of outstanding shares, they are entitled to 67 percent voting power.

Dual-class structures are commonplace in the United States – there were 14 IPOs in the United States last year that featured dual-class shares, according to Thomson Reuters data – and Manchester United has fully embraced the provision, no doubt to keep firm control in the hands of owner Malcolm Glazer.

The lack of independence of Manchester United’s board of directors, an exemption allowed as a “controlled company” under NYSE rules, is further evidence of tight control sought as a public company. The four-member board of directors consists of two of Glazer’s sons and two executives of the club.

“There are a number of levers that are available to them, and they are taking advantage of almost all of them,” noted one of the sources. “But to be fair, they have been very upfront about everything they are doing, and why.”

The Glaser family are well-known in the U.S. as owners of American football team Tampa Bay Buccaneers, as well as privately held First Allied Corp, which owns and leases shopping centres.

In its initial prospectus filed with the SEC, the club included summary financial data for the nine months to March 31 2012, with comparative data for end March 2011, but these are unaudited.

These accounts also create confusion as the end of the football season in May triggers several significant receipts. Hence, it is hard to compare these accounts with other full-year accounts that end in June.

For example, the cash position at March 31 2012 was just 25.6 million pounds, versus more than 150 million pounds held at the end of June in 2009, 2010 and 2011.