Inside 48 hours that clinched Sir Jim Ratcliffe's Manchester United takeover deal

As Sir Jim Ratcliffe's investment in Manchester United was confirmed tonight, revealing documents show how he was ready to walk away from the deal just days before it was agreed.

Ratcliffe has bought 25% of the Class A shares through the tender offer and 25% of the Class B shares from the Glazer family. Further shares have been issued in return for the initial $200million capital investment made by Ratcliffe, taking his total ownership to 27.7%. A further $100m will be invested by Ratcliffe by December 31, when his ownership will increase to 28.9%.

While the Glazer family retains overall control of the football club, the arrival of Ratcliffe and the minds that spearhead his sporting assets with INEOS has been welcomed in bringing about the hope of some strategic change to go about rebuilding the club on the pitch and returning it to a position of title challengers on a regular basis.

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But while the deal arrived on Christmas Eve, Ratcliffe had, as revealed in Securities and Exchange Commission (SEC) filings in New York made public on Wednesday, been ready to walk away by Christmas Day if an agreement wasn’t reached by shareholders.

After Sheikh Jassim bin Hamad al-Thani, Ratcliffe’s main bidding rival, withdrew from the process in October, the 71-year-old was effectively the only show in town for United if they wanted to get a deal done, having gone back and forth over an agreement for a year. Sheikh Jassim was revealed in the filings to have failed to produce the requested commitment of funds at any stage.

In a critical 48 hours for the deal, SEC filings showed that United held an informal board meeting on December 22 where what were described as “robust” discussions were had over the proposal from Ratcliffe and his threat to walk away from the deal if its terms were not accepted.

The SEC documents noted that the offeror (Ratcliffe) “was not prepared to accept any other changes proposed by the non-affiliated directors, and gave Manchester United a deadline of December 25, 2023, to accept its best and final proposal”.

Ratcliffe’s October offer of $33 per share for both Class A and Class B shares, with Class B shares carrying greater voting privileges, came some months after the opening February offer seeking a controlling stake via the proposed purchase of Class B shares at $22 per share.

Ratcliffe had upped his offer to $33 per share for Class B shares in May, still at the time seeking majority control.

However, in July, engaged with Manchester United representatives, the investment bank Raine Group, regarding an alternative transaction structure which would see him take a minority stake instead. The proposal, according to the filings, saw Ratcliffe want to “purchase 25 per cent of all outstanding Class B Shares for a price of $33.00 per share and 25 per cent of all outstanding Class A Shares at a price to be determined, together with associated minority shareholder protections and governance rights”.

This was the offer that remained in place until October when they returned to the negotiating table, with Ratcliffe submitting a fresh proposal on October 13 that included buying up to 25 per cent of all outstanding Class A shares through a public tender at a price of $33 per share. He would also complete a “direct purchase” of all outstanding Class B Shares of existing Class B shareholders at a price of $33 per share.

Deliberations continued for United shareholders with little movement through November and early December, prompting Ratcliffe to try to get a decision reached by providing the Christmas Day ultimatum.

Having held the informal board meeting on December 22, by Christmas Eve a full board meeting was in session where the decision was taken to vote through the proposal of Ratcliffe and INEOS for a sale of 25 per cent of the club, with oversight of footballing operations included.

It is a deal that Ratcliffe and INEOS remain unable to go into great detail on just yet due to the fact that regulatory approval from the Premier League is required. That is, however, expected to be a formality and could arrive before the end of January.