Everton Stadium Development Limited Accounts 2024/25

Everton Stadium Development Limited (ESDL) is not a trading business in any meaningful sense; it is a special-purpose subsidiary whose entire reason for existing has been to hold and develop Hill Dickinson Stadium. It sits two levels below Everton Football Club Company Limited in the group structure, with Everton Stadium Development Holding Company Limited as its immediate parent.

Two events dominate the year and explain almost everything one sees in the figures.

First, on 18 December 2024 the ultimate ownership of Everton Football Club passed from Farhad Moshiri’s Blue Heaven Holdings to Dan Friedkin’s Roundhouse Capital Holdings (which closed with a 99.5% stake). Second, on 20 February 2025 the company arranged a £350 million private-placement debt facility led by JPMorgan Chase, repayable over thirty years to 30 June 2055 and secured against the stadium itself. Almost every meaningful change in the balance sheet flows from one or both of those events.

Comparing the two balance sheets

The headline transformation is dramatic: the company moved from net liabilities of £49.7 million at 30 June 2024 to net assets of £314.6 million at 30 June 2025, a swing of approximately £364 million. To understand how that happened we need to walk through each section.

On the asset side, tangible fixed assets rose from £730.2 million to £851.2 million. The increase of £121.1 million represents continuing capital expenditure on the stadium, almost all of it sitting in “assets under construction” (£851.2 million of the £851.2 million net book value).

Importantly, capitalised borrowing costs of £39.3 million in 2025 (down from £61.2 million in 2024) form part of those additions, because under FRS 102 the company has been adding interest charges to the carrying value of the stadium rather than expensing them through profit and loss. As the directors note, this practice ends on 30 June 2025 because the stadium received its safety certificate on 21 August 2025; from that point onwards interest will be charged to the profit and loss account, which has very significant implications for future reported losses.

Current assets show a striking change in composition. Cash rose from a working-capital level of £997,735 to £27.7 million, while debtors fell from £21.3 million to £14.1 million. Within debtors, advanced payments to the main contractor dropped from £17.9 million to £4.9 million, suggesting the construction programme was winding down and most milestone payments had been settled, while sundry debtors increased from £0.4 million to £5.7 million. The cash position reflects the timing of the JPMorgan drawdown relative to construction outflows.

Pre-Friedkin funding structure (30 June 2024)

At the prior year end, the company was effectively being financed by two sources. First, an inter-company balance of £575.2 million owed to group undertakings, principally to Everton Stadium Development Holding Company Limited. This inter-company loan was the mechanism by which interest and facility fees on the wider group’s borrowings were recharged down to ESDL so that they could be capitalised against the stadium asset. Second, an external, other loan of £200 million falling due within one year, secured by a fixed and floating charge on the assets of the Club. This facility was an expensive bridge, funded by a combination of Rights and Media Funding, 777’s emergency funding and latterly emergency injections by Andy Bell and George Downing (some of which  will have met the football club’s cash requirements also). It was short term expensive funding, given the complete lack of viable longer term funding options offered to the previous ownership.

Together these sources represented approximately £775 million of debt-like funding at year end, supplemented by trade creditors (£0.4 million) and accruals (£26.5 million).

The result was a balance sheet showing net current liabilities of £779.9 million, which is technically alarming but in practice was a function of how the group chose to channel financing through this entity, supported by a letter of comfort from the parent.

Post Friedkin acquisition funding structure (30 June 2025)

By the 2025 balance sheet date the funding architecture had been comprehensively reconstructed. There are now four distinct components, and it is worth taking each in turn.

The headline change is the £350 million private-placement facility from JPMorgan, of which £340.97 million is reflected on the balance sheet as long-term debt at year end (£4.86 million falling due in two to five years, £336.11 million due after more than five years). The slight gap between the £350 million headline and the £341 million carrying value likely reflects unamortised arrangement fees or initial repayments.

This facility runs for thirty years to 30 June 2055, is secured over the stadium assets and bears interest at “market rates”. As a piece of financial engineering it is exactly what you would expect: a long-dated, asset-secured private placement that matches the long economic life of the stadium and replaces short-term, expensive bank facilities.

The second component is the inter-company loan, which has been dramatically reduced from £575.2 million to £198.9 million. The notes break this down as a £178.7 million loan from the immediate parent plus £20.3 million owed to Everton Football Club Company Limited (where there had been nothing the previous year). This loan continues to be repayable on demand, although the directors have obtained a letter from Roundhouse Capital Holdings confirming it will not be called within twelve months of signing the accounts.

The third, and most surprising, component is a £366.5 million capital contribution sitting in “other reserves”. This is brand new this year (it was nil in 2024). A capital contribution is essentially equity injected by a parent without any new shares being issued in return. Notice the arithmetic: the inter-company balance fell by approximately £376 million, and capital contribution arose at £366 million.

Although the notes describe a comprehensive refinancing exercise rather than spelling out the mechanics, the natural reading is that the new owners (Roundhouse) wrote off a substantial portion of inter-company debt and converted it into equity-like capital. This is part of how the Friedkin acquisition cleaned up the heavily indebted financial structure inherited from Moshiri.

The fourth and smallest component is £15 million of accruals and deferred income sitting in creditors due after one year, entirely new this year. This most plausibly represents prepaid sponsorship or naming-rights income to be recognised over future periods, perhaps related to the Hill Dickinson naming agreement.

The £200 million one-year external facility from 2024 has been fully repaid, as the notes confirm explicitly, presumably from the proceeds of the JPMorgan placement.

How the equity position was restored

It is worth pausing on the move from £49.7 million net liabilities to £314.6 million net assets, because this is mostly an accounting consequence of the funding restructure rather than a sign of profitability. The accumulated profit and loss reserve actually deteriorated slightly from £(49.7) million to £(51.9) million, reflecting the £2.2 million loss for the year.

The £364 million improvement in net assets is almost entirely the £366.5 million capital contribution. In other words, the new ownership has materially strengthened the formal solvency of the entity by converting debt into equity, even though the underlying economics, a stadium being built, financed by a mixture of debt and parental support, have not changed in their essence.

Funding charges and Profit and Loss account

Because interest is being capitalised, the profit and loss account does not, on its own, tell you the cost of funding.

The key figure sits in note 8: borrowing costs capitalised within tangible fixed assets totalled £39.3 million in 2025 (down from £61.2 million in 2024). The startling 2024 figure is a reflection on the appalling financial position and creditworthiness of the latter months of Moshiri’s tenure.

The fall is consistent with the funding profile: the average debt outstanding during 2025 was lower than during 2024 because the £200 million external facility was repaid mid-year, the inter-company balance was substantially reduced as part of the refinancing, and the new £350 million placement only contributed roughly four and a half months of interest charge to the year.

There is one further detail worth noting, although the company does not break it out: the small operating loss includes wages and salaries of £657,190, social security and pension costs of about £101,000, and audit fees of £7,350, with the residual £4.7 million of operating expenses presumably representing other operating overheads not directly attributable to construction. The £442,475 of bank interest receivable arises from holding cash on deposit, and is of course offset many times over by the borrowing costs being capitalised elsewhere.

Extrapolating the cost of funding

For the 2024 financial year, capitalised borrowing costs were £61.2 million. The inter-company balance grew to £575 million by year end and the £200 million external facility was outstanding for at least part of the year. If we assume an average total debt of broadly £700 to £750 million during 2024 (recognising the inter-company would have built up over the year), the implied blended cost of debt is in the range of approximately 8.2% to 8.7%. The range of cost of debt from the different providers would make extraordinary reading – unfortunately, these figures are not in the public domain. We know the Rights and Media Funding debt was priced around 10.5% and the 777 related debt was certainly in the high teens. The blended figure is consistent with what you would expect for a period when a meaningful chunk of the financing was a relatively expensive short-term secured facility, on top of inter-company recharges that themselves reflected the parent’s elevated cost of borrowing under the previous ownership.

For the 2025 financial year, the calculation is more involved because of the mid-year refinancing.

In rough terms, for the first seven and a half months (1 July 2024 to mid-February 2025) total debt was around £775 million; for the final four and a half months (mid-February to 30 June 2025) it was approximately £550 million (the new £350 million placement plus reduced inter-company of around £200 million). A time-weighted average debt comes out at roughly £690 million. With £39.3 million of capitalised interest, that implies an average effective rate of approximately 5.7%.

This headline figure, however, masks important blending: the new long-term private placement is priced more keenly than the short-term facility it replaced (long-dated infrastructure paper secured on a Premier League stadium during early 2025, when 30-year UK gilts were yielding around 5.3 to 5.4%, would plausibly price somewhere around 8% with a credit spread). The inter-company loan rate would reflect the parent group’s marginal cost of debt at the time the interest was generated.

Putting both years together, my best estimate is that the all-in blended cost of funding for ESDL has been somewhere in the broad range of 8 to 9% per annum, with a clear downward trend as the funding structure has been moved from short-term, expensive bridge debt to long-term, asset-secured institutional debt. If you wanted to triangulate a single number for the new £350 million JPMorgan facility specifically, an educated estimate would be around 8%, but access to the loan documentation or the group’s consolidated accounts (specifically those of Roundhouse Capital Holdings Limited, the consolidating parent) is required to verify this with confidence.

A forward-looking observation

One implication of all of this that the directors flag, and that is worth dwelling on, is that capitalisation of interest stops at 30 June 2025.

From 1 July 2025 onwards, all interest on the £350 million private placement, plus any inter-company interest, will hit the profit and loss account directly. If we apply a 8% rate to £350 million of external debt, that alone is approximately £28 million of annual interest expense, before adding inter-company charges and depreciation of an £851 million asset over (say) 40 years, which would add about £21 million per year of depreciation. So although ESDL reported only a £2.2 million loss this year, the run-rate loss in 2025/26 and beyond is likely to be very materially larger at or around £50 to £52 million per annum, before being offset by stadium-related revenues that the company starts to recognise.

That is an important context for reading these accounts and for understanding how the Friedkin ownership has set up the financing structure to absorb that future P&L impact through the capital contribution that already sits on the balance sheet.