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BFC Ownership Restructuring

BFC Ownership Restructuring

BFC1997 said:
Why do it then

it’s changing the structure to pave way for a buyer or investor to come in, no?
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“ In addition, as a father and a husband, Matthew Benham is planning for the future, for the club and also for his family. This restructure reflects his desire to provide long-term security for both. It simplifies important legal and financial processes, ensuring that his family’s interests are protected while also safeguarding the club’s future, no matter what lies ahead.”

In layman’s terms, it makes things more certain and easy to deal with if MB drops dead. As he currently owns his BFC shares personally, were he to fall off his yacht those shares would form part of his estate and so while probate was going through BFC would be run by the executors of his estate.
 

BFC Ownership Restructuring

BFC1997 said:
Why do it then

it’s changing the structure to pave way for a buyer or investor to come in, no?
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Without any real knowledge of the situation I assume it protects Matthews other assets/family from any direct link if anything went wrong at the club. Whatever it is I trust MB will be doing it in the best interests of all.
 

BFC Ownership Restructuring

BFC1997 said:
Buyer / investor close?

www.brentfordfc.com

Brentford FC and Bees United joint statement

Ownership structure update announced
www.brentfordfc.com www.brentfordfc.com
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It seems a more conventional ownership structure with MB and/or his family or trust owning the shares in a holding company that owns BFC. It means not only the opportunity to sell shares in the holding company (the concern that most fans have) but also for the holding company to acquire other sporting interests, for example.
 

BFC Ownership Restructuring

AB said:
“ In addition, as a father and a husband, Matthew Benham is planning for the future, for the club and also for his family. This restructure reflects his desire to provide long-term security for both. It simplifies important legal and financial processes, ensuring that his family’s interests are protected while also safeguarding the club’s future, no matter what lies ahead.”

In layman’s terms, it makes things more certain and easy to deal with if MB drops dead. As he currently owns his BFC shares personally, were he to fall off his yacht those shares would form part of his estate and so while probate was going through BFC would be run by the executors of his estate.
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Beat me to it. But to put some numbers to it.

What is inheritance tax at present ? 40%. If they value the club at £ 400 million, someone would need to find £160 million to pay the tax bill.

I would suggest that they only way the family could raise that is by selling the club itself.

Then we would be at the point where a sale not in the best interests of the club has to be completed in a rush.

It's all being done to protect us all but his family first.
 

BFC Ownership Restructuring

AB said:
“ In addition, as a father and a husband, Matthew Benham is planning for the future, for the club and also for his family. This restructure reflects his desire to provide long-term security for both. It simplifies important legal and financial processes, ensuring that his family’s interests are protected while also safeguarding the club’s future, no matter what lies ahead.”

In layman’s terms, it makes things more certain and easy to deal with if MB drops dead. As he currently owns his BFC shares personally, were he to fall off his yacht those shares would form part of his estate and so while probate was going through BFC would be run by the executors of his estate.
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ok

but why only do it now then?
 

BFC Ownership Restructuring

Mulitinovic said:
I think when you reason through what the options would be in the future if a structure like this wasn't in place, the approach makes a great deal of sense.
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Yes. Easier to sort out the estate of a league one club than one with turnover of £165m. I’m relaxed about this.
 

BFC Ownership Restructuring

I'm more concerned about this: "a place of deep care". Seriously, who dreamt that up and thought he was a genius?
 

BFC Ownership Restructuring

email to BU members from @Stuardo

BU MEMBERS ANNOUNCMENT
Today Brentford FC and Bees United, announce the news of a change to the ownership structure of Brentford FC, with Matthew Benham taking the decision to create a new flexible structure whereby - rather than Matthew owning the shares in Brentford directly – the shares in the club will be owned by a holding company that Matthew will own.

To all intents and purposes there is no change – Matthew remains the owner of the club – but there has been some change that does impact Bees United.

To assist Matthew implement this change, we have agreed that the BU Special Share will be cancelled and instead Bees United will still maintain our rights to veto a sale of the stadium and to appoint a director to the Brentford board. The difference, from the rights attached to the Special Share, is that our rights will now be enshrined in a deed of covenant or the Protective Rights Deed as it is called – rather than in the BU Special Share.

I was the lawyer advising BU at the time the BU Special Share was crafted – and it has, since that time, achieved its aim of protecting the club (Bees United was consulted on and was happy to agree to the move to the GTech).

All Brentford fans will know that as a club, we don’t stand still and we adapt to the times and the situation in front of us, Bees United is therefore pleased to be able to help Matthew achieve this vision of a new group structure, while crucially still retaining the rights to veto a sale and appoint a club director (uniquely in the Premier League).

The way our rights might be enforced may have changed but the fundamental rights that we have remain the same. Bees United will continue to be custodians of the club’s history and heritage and be a voice for the fans.

“To improve is to change; to be perfect is to have changed often” (Winston Churchill)
 

BFC Ownership Restructuring

BU also have a Q&A

Why is the ownership structure being changed now?
Matthew Benham approached Bees United as part of his long-term planning to ensure protection for his family’s ownership of the club. This change also enables Brentford FC to adopt a modern, flexible structure that supports future growth, stability, and governance. Just to reassure everyone, this change in structure simply changes the way Matthew holds his shares. Brentford FC will be directly owned by a company that Matthew owns and Matthew remains the ultimate owner of the club still.

How does this restructure benefit the club’s long-term future and potential investment opportunities?
The new structure provides greater flexibility for future growth and investment, while ensuring Bees United’s rights and governance role remain in place. By modernising the ownership structure while retaining strong governance protections, it also makes Brentford FC more attractive to potential investors if needed in the future. However, we trust that Matthew would only make any such decision in line with the club’s long-term interests. It should be noted that we think he has a track record as regards decision making that we should respect, trust and support!

Why is this relevant to Bees United?
The main reason that this is relevant to Bees United is that this change in structure means that BU will change the way that the rights it has through the BU Special Share are enforced. The BU Special Share was created in 2010 after BU agreed to sell the club to Matthew. The BU Special Share was created to give BU certain rights to protect the future of the club and ensure that the fans voice was heard at board level. This change in structure means that these rights will now be set out in a deed of covenant – the Protective Rights Deed – rather than the BU Special Share (which will cease to exist).

How does the BU Protective Rights Deed ensure Bees United’s role and protections remain enforceable?
The BU Protective Rights Deed creates a legally binding contract that applies to Matthew, his family, and any future owners. These protections remain in place even if ownership changes. Bees United has obtained independent legal advice from Andrew Thornton, KC to confirm the enforceability of these protections. To quote from Andrew’s advice: “…although the reorganisation will change the manner in which the rights held by Bees United will be enforced, they are essentially different but similar routes to the same outcome. I do not consider the change to materially reduce the strength or enforceability of the rights.” (Note to readers: a KC is a reference to “King’s Counsel”, which is a recognition of a lawyer’s status for their expertise and excellence in their field of law).

Why did Bees United agree to this change, and could it have been vetoed?
Matthew engaged Bees United at the earliest stage of his planning and was fully transparent about the reasons for this change. Given the complexities involved, it was not feasible for Bees United to retain the Special Share. However, Matthew has ensured that Bees United’s rights are fully replicated in the BU Protective Rights Deed, and after obtaining independent legal advice, the BU board was satisfied that our role and protections remain intact. Our support reflects the fact that essentially there is no change to our rights and to Matthew’s commitment to ensuring they are protected under the new structure.

If Matthew Benham were to sell his shares, how would the protections for the club and stadium be maintained?
The BU Protective Rights Deed is legally binding on any future owners, and by signing up to this deed Matthew has committed to ensuring new shareholders honour these rights. Bees United has also obtained legal advice from Andrew Thornton, KC to confirm this protection. Our role as guardians of the club’s values and protections remains unchanged, and Matthew has reaffirmed his commitment to us continuing in this role. Importantly, Bees United retains its unique right in the Premier League to appoint a director to the club board, ensuring fan representation at the highest level of the club’s governance.

Does this restructure impact fan engagement or the club’s compliance with Premier League standards?
No, the change does not affect the club’s compliance. Brentford FC remains fully committed to the Premier League’s fan engagement standards, which include consulting with fans on heritage assets like stadiums, badges, and colours. Bees United is also unique in the Premier League in having this kind of right as regards stadium sales and also the ability to appoint a director to the board of the club itself. This will also not impact the Fan Advisory Board which the club engages with both Bees United and BIAS in a positive, open manner and this structure change will not affect that in any way.

Is there any financial impact on Bees United or the club as a result of this change?
No. The BU Special Share has no economic value, so this change does not affect Bees United’s financial position or the club’s.

What message would you give to fans who feel uneasy about Bees United no longer being shareholder?
We understand the emotional connection to the BU Special Share, indeed our current Chair was even involved in its creation. However, after careful consideration and legal due diligence, we were satisfied that our rights are fully replicated in the BU Protective Rights Deed. This change is important for Matthew and his family while also creating flexibility for the club’s future, and we were happy to support it.

Why didn’t the Bees United board consult members over this?
Confidentiality was essential to allow for thorough legal review and constructive negotiations with the club. Any premature disclosure could have disrupted the process and created uncertainty. The Bees United Board took independent legal advice and was satisfied that this restructure maintains the safeguards we were entrusted to uphold. Also, crucially, while this is a change in structure as to how Bees United’s rights are set out and enforced there is no real change to our rights overall.
 

BFC Ownership Restructuring

kaebess said:
Beat me to it. But to put some numbers to it.

What is inheritance tax at present ? 40%. If they value the club at £ 400 million, someone would need to find £160 million to pay the tax bill.

I would suggest that they only way the family could raise that is by selling the club itself.

Then we would be at the point where a sale not in the best interests of the club has to be completed in a rush.

It's all being done to protect us all but his family first.
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Business owners get Business Property Relief from Inheritance Tax which was a 100% relief on shares in an unlisted company.
The changes in the 2024 autumn budget mean that from 2026, after the first million, a reduced rate of 20% inheritance tax is due instead of full relief (but also not the full 40%). This is also what farmers are protesting about.

So it's not quite as big a number as you've suggested (more like £80m based on your suggested valuation) like but it's still a significant number.
Anyone that owns a business worth tens of millions will be thinking about the impact of these changes and this may be one of the long term motivations for this planning, as well as the stated reasons.

He may give some of the shares to family members on the basis that if he lives for 7 years, that amount escapes inheritance tax. That 7 year rule could also change one day, I heard some other countries tax gifts made in the 10-15 years before death...so why not plan it in advance of any changes.
Whether he chooses to do that sort of planning probably depends whether he thinks he's likely to still own some of BFC in his later life.
He could always have done this with BFC Limited anyway but there may be admin advantages to using the holdco particularly if he did drop dead as others have said.
 
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BFC Ownership Restructuring

Nothing wrong in protecting personal and longer term interest.
Same as me at 70 looking at how trusts could benefit my family and myself.
The club is safe and MB is doing what is best for him,his family and his club.
 

BFC Ownership Restructuring

This is entirely to Matthew's credit. He could quite easily have turned round and said, "enough is enough, lads. I've spent tons of money and brought success; you don't need this golden share, let me do my own thing" and there is nothing BU could have realistically done in the face of MB's input. He has stuck to the ethos of the 2012 purchase entirely, despite that protection probably being a bit of a pain in the arse. We are incredibly lucky to have him and these protections in place.

Matthew's first investment in the club was 20 years ago, that is a long time in anyone's book. The fact he is still up for it is something special. Most owners get skint, pissed off or bored, but at the moment, not him.
 

BFC Ownership Restructuring

rebus said:
This is entirely to Matthew's credit. He could quite easily have turned round and said, "enough is enough, lads. I've spent tons of money and brought success; you don't need this golden share, let me do my own thing" and there is nothing BU could have realistically done in the face of MB's input. He has stuck to the ethos of the 2012 purchase entirely, despite that protection probably being a bit of a pain in the arse. We are incredibly lucky to have him and these protections in place.

Matthew's first investment in the club was 20 years ago, that is a long time in anyone's book. The fact he is still up for it is something special. Most owners get skint, pissed off or bored, but at the moment, not him.
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In a nutshell , my thoughts exactly
 

BFC Ownership Restructuring

There was a story about a year ago that indicated MB was actively seeking outside investment. Since there's been no news on that front I have to assume he isn't just looking for any old investors, but the *right* investors. If this move makes it easier to attract the kind investors he's looking for without significantly altering the relationship between ownership and fans then it seems fine or even good to me
 

BFC Ownership Restructuring

jay_altair said:
There was a story about a year ago that indicated MB was actively seeking outside investment. Since there's been no news on that front I have to assume he isn't just looking for any old investors, but the *right* investors. If this move makes it easier to attract the kind investors he's looking for without significantly altering the relationship between ownership and fans then it seems fine or even good to me
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It would certainly be interesting to see the prospectus produced by the investment bank engaged on this but I would expect all recipients to have been bound not to disclose it. As I understand it, while there’s an openness to considering investment proposals, prior to engaging a bank to manage this it was taking up a lot of club management time to consider the regular stream of inquiries so at least in part the aim was to outsource that effort in dealing with tire-kickers rather than to be going very actively to market with the aim of doing a deal in the short term.
 

BFC Ownership Restructuring

rebus said:
This is entirely to Matthew's credit. He could quite easily have turned round and said, "enough is enough, lads. I've spent tons of money and brought success; you don't need this golden share, let me do my own thing" and there is nothing BU could have realistically done in the face of MB's input. He has stuck to the ethos of the 2012 purchase entirely, despite that protection probably being a bit of a pain in the arse. We are incredibly lucky to have him and these protections in place.

Matthew's first investment in the club was 20 years ago, that is a long time in anyone's book. The fact he is still up for it is something special. Most owners get skint, pissed off or bored, but at the moment, not him.
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I could not have put it better myself.

?
 
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