The most recent filings at Companies House give a fascinating insight into the recapitalisation and restructuring of Everton Football Club by the Friedkin Group.

As was widely reported the Friedkin Group took ownership of Everton Football Club on 19th December 2024. The initial details, as reported on this site, can be found here.

The change of ownership and the restructuring of Everton featured three principal financial transactions, the conversion of Moshiri’s £450.75 million shareholder loan into equity, the acquisition of Moshiri’s shares (his original 94.1% then 97.2% shareholding) and a capital injection to satisfy working capital needs and the repayment of third party lenders (predominantly Rights and Media Funding and the 777/A-Cap debt.)

The Companies House filing can be read here.

The details of the recapitalisation/restructuring are as follows:

• Conversion of the outstanding BlueSky Capital (Moshiri) shareholder loans of £450.75 million at £3,000 per share – an issue of 150,250 new ordinary shares to Blue Heaven Holdings.
• This enlarged shareholding (equating to 277,281 ordinary shares or 97.2% of Everton’s issued shares) was acquired by Roundhouse Capital Holdings Limited (the Friedkin’s acquisition vehicle) at an undisclosed price (more below)
• Everton Football Club then issued a further 1,336,537 ordinary shares which were acquired by Roundhouse. This subscription provided the immediate working capital and funds to pay off Rights and Media Funding and 777/A-Cap loans
• These shares were issued at £174.66 – thereby at a total value of £233.44 million

The final element is very important for the following reasons:

• It provided the funding for the repayment of the Rights and Media loans (as confirmed by the satisfaction of their charges on 19th December 2024)
• It confirms the reports from Paul Brown and Philippe Auclair on 8th January 2025 in Josimar that the 777/A-Cap repayment was not paid fully in cash. Josimar report an initial cash settlement of £66 million with  a future interest in preferred equity and warrants.

All of the above allowed the Friedkin Group to have 99.5% of ownership, settle the shareholder loan and the third party loans satisfactorily and pave the way for a £300 million senior debt package supported and arranged by JP Morgan as reported by David Hellier of Bloomberg here

All of which recapitalises Everton Football Club, satisfies expensive third party debts acquired under Moshiri’s reign, provides working capital  and the long term senior debt so essential to the viability of the new Everton Stadium at Bramley-Moore.

It does, of course, come at a cost to existing shareholders who retain the remaining 7,969 shares (0.5%) in Everton Football Club. Whilst the value of the club has risen due to the recapitalisation and restructuring of debt, as is always the case, existing shareholders pay a heavy price for the mismanagement of the previous owners.

The issuing of new shares at £174.66 per share is in stark contrast to the previous most recent traded price at auction on 29th November 2024, just prior to the Friedkin takeover, of £3,400.

It also suggest that the 127,031 shares in Everton Football Club previously owned by Farhad Moshiri through Blue Heaven Holdings had a value of only circa £22 million – a sharp contrast to the £750 million injected into Everton by Moshiri since 2016 combined with the estimated £135 million spent on acquiring shares from the previous shareholders.

In summary, the total cost of acquiring, restructuring and refinancing Everton Football Club comes in at just short of £1 billion – a reflection of the dire state of Everton’s finances pre-takeover but also an indication of the potential future value of the club should the Friedkins successfully address the main issues on the pitch and the future commercial direction and management off pitch.