Prepared by: Paul Quinn, CWTE Limited
October 8th 2026
Roundhouse Capital Holdings 30th June 2025
Group reporting quality, shareholder movements, funding of Roundhouse, and reconciliation to my prior Everton analysis
| Item | Detail |
|---|---|
| Entity | Roundhouse Capital Holdings Limited (company no. 15992615) |
| Ultimate parent / controller | Toffee Investments LLC (Houston, TX) / Thomas Dan Friedkin |
| Filed at Companies House | 31 March 2026 (board approval 24 Dec 2025; audit signed 27 Dec 2025) |
| Auditor | Crowe U.K. LLP unqualified opinion, no material uncertainty |
| Prepared by | Paul Quinn, The Esk / CWTE Limited |
| Date | 8 October 2026 |
Summary
These are the first consolidated accounts of the UK holding company through which The Friedkin Group owns Everton Football Club. They carry a clean audit opinion but are carelessly prepared. They do not change the economic picture of Everton.
What they do expose is the mechanics of the takeover: the acquisition was funded almost entirely outside the group’s cash flow. Toffee Investments LLC paid the seller, the lenders and the advisers directly, and that payment was booked as £289.9m of Roundhouse share capital.
The £66.1m gap between the group’s £74.7m loss and the club’s own £8.6m loss for 2024/25 is accounting, not trading. It arises from fair-value uplifts on player registrations, a £240m brand intangible, £473m of negative goodwill, and the elimination of the club’s £49.2m intragroup gain on the sale of Everton Women and Goodison Park.
None of this affects PSR or SCR, which are measured on the club’s own accounts.
|
Headline figures
| Measure | Roundhouse group (18 Dec 24 – 30 Jun 25) | Club FY 2024/25 | Comment |
|---|---|---|---|
| Turnover | £120.5m | £196.7m | Group = 6.5 months; “record” claim misleading |
| Staff costs | £84.3m | £152.1m | Wages/turnover 70.0% vs 77.3% |
| Player amortisation | £89.7m | £50.9m | Group inflated by fair-value uplift |
| Loss before tax | £(74.7)m | £(8.6)m | Gap is non-cash accounting |
| Gross loans | £468.5m | £468.5m | All external debt sits in club sub-group |
| Cash | £79.7m | £79.1m | |
| Net debt | £388.9m | £389.4m | |
| Net assets | £219.1m | £393.3m | |
| Stadium (asset under construction) | £813.1m | £813.1m | Interest capitalised to 30 Jun 2025 |
Scope, sources and methodology
This paper analyses the Roundhouse Capital Holdings Limited report and accounts for the period from incorporation on 2 October 2024 to 30 June 2025 (47 pages, filed 31 March 2026). Trading is consolidated only from the acquisition date, 18 December 2024. The paper then:
- reconciles group figures to The Everton Football Club Company Limited’s own 2024/25 statutory accounts;
- traces shareholder movements and funding at Roundhouse and club level from October 2024 to October 2026 using Companies House filings (SH01 allotments, PSC register, charges register), supplemented by analyst and press sources;
- tests internal consistency of the accounts line by line and records each defect in a discrepancy register;
- compares results with my previously published Everton analysis (theesk.org, March–October 2026).
Figures are in £ sterling. Where a figure is derived rather than disclosed, the derivation is shown. Where evidence is inferential (for example charge satisfaction dates), this is stated.
Ownership chain and controlling party
| Level | Entity | Evidence |
|---|---|---|
| Individual | Thomas Dan Friedkin (“Dan Friedkin”) | PSC register: notified 2 Oct 2024; 75%+ shares and votes; right to appoint directors; identity verified 16 Feb 2026 |
| US parent | Toffee Investments LLC, 1375 Enclave Parkway, Houston | Sole shareholder of Roundhouse (CS01, 1 Oct 2025); note 2.1 |
| Minority investors (above Roundhouse) | Christopher Sarofim (from Apr 2025); Jason Kidd | Club announcements; must sit at Toffee level or above, since Roundhouse is 100% Toffee-owned |
| UK holdco | Roundhouse Capital Holdings Ltd (15992615) | Directors: Analaura Moreira-Dunkel (TFG CFO), Marcus Watts (TFG President) |
| Club | The Everton Football Club Company Ltd (36624) | 99.5% at 30 Jun 2025; c.99.69% after 2026 share issues (minorities 7,969 of 2,580,889 shares) |
| Women / Goodison | EFCW Holding Co Ltd → Everton FC Women Ltd; Goodison Park Stadium Ltd | Roundhouse 90.9% after 19 Dec 2025 issue to GED Investments |
| Controlling-party inconsistency
The accounts describe control three ways: “Dan Friedkin” (strategic report), Toffee Investments LLC as both ultimate parent and controlling party (note 2.1), and “Mr T Friedkin” by majority shareholding (note 29). “T Friedkin” is Thomas Dan Friedkin, not Ryan Friedkin. Toffee is correctly the ultimate parent undertaking, but the ultimate controlling party is an individual. The wording should be aligned. Low financial materiality, but under the IFR ownership regime clarity of control is a regulatory matter, not a cosmetic one |
Shareholder movements and funding timeline
| Date | Event | Amount | Source / status |
|---|---|---|---|
| 19 May 2023 | Blythe Capital (MSP-arranged) charges over Bramley-Moore Dock | £158m facility | CH charges; satisfied 13 Jul 2024 |
| 18 Jun 2024 | TDF Capital Management LLC charge over stadium leasehold; TFG repays MSP loan and provides working capital | c.£158m + c.£40m | CH charges; press |
| 22 Jul 2024 | TFG withdraws from bid; remains lender | c.£200m exposure | Press |
| 22 Sep 2024 | Further TDF charge | Further lending | CH charges |
| 23 Sep 2024 | Sale agreement TFG / Blue Heaven Holdings | — | Press |
| 2 Oct 2024 | Roundhouse incorporated; Dan Friedkin registered as PSC | £1 | CH |
| 18 Dec 2024 | Completion. Bluesky £450.75m loan converted to 150,250 club shares at £3,000 | Non-cash | Club accounts; SH01 |
| 18 Dec 2024 | Roundhouse subscribes 1,336,537 club shares at £174.66 | £233.4m | Club SH01 |
| 18 Dec 2024 | Roundhouse issues 289,914,203 £1 shares to Toffee | £289.9m (in substance non-cash) | Accounts note 23; SH01 filed 8 Jan 2025 |
| 18 Dec 2024 | JPMorgan £130m five-year RCF; further TDF charge; Roundhouse charge created | £130m facility | Accounts note 20; CH |
| 20 Feb 2025 | £350m senior secured notes (ESDL co-issuer); GLAS Trust security | £350m; final maturity 30 Jun 2055 | Accounts; CH |
| 26 Feb 2025 | All TDF Capital charges satisfied | TFG loans repaid (inferred) | CH charges |
| Apr 2025 | Christopher Sarofim joins ownership group | Undisclosed | Club statement |
| 27 Jun 2025 | Club sells EFCW and Goodison Park Stadium Ltd to Roundhouse | £50.0m (unpaid); £49.2m club gain | Club accounts |
| 12 Aug – 29 Sep 2025 | Roundhouse allots £107m to Toffee; club issues shares to Roundhouse (£46.0m + £10.0m + £45.0m) | £107m / £101m | SH01s; analysts |
| 19 Dec 2025 | EFCW Holding issues shares to GED Investments; Roundhouse to 90.9% | Reported £5.0m for 9.1% | Note 28; analyst |
| Dec 2025 | Club capital reduction; proposed dividend (c.99.7% to Roundhouse) | c.£44.0m | The Esk; ToffeeWeb |
| Jun 2026 | Burnley v Everton award (under appeal) | c.£35.1m incl. interest | The Esk; law firm commentary |
| Jul 2026 | Club issues 221,954 shares at £175 | £38.8m | SH01 |
| 27 Jul 2026 | Club issues 79,000 shares at £175 | £13.8m | SH01 |
| 13 Aug 2026 | Club issues 81,000 shares at £175 | £14.2m | SH01 |
| 3 Sep 2026 | Reports of TFG exploring a minority stake sale | — | FT via secondary reports |
Cumulative equity support
| Tranche | Club-level equity from Roundhouse |
|---|---|
| 18 Dec 2024 (paid to lenders directly) | £233.4m |
| 12 Aug 2025 | £46.0m |
| 29 Aug 2025 | £10.0m |
| 29 Sep 2025 | £45.0m |
| Jul 2026 | £38.8m |
| 27 Jul 2026 | £13.8m |
| 13 Aug 2026 | £14.2m |
| Total cash equity (excluding £450.75m Moshiri conversion) | £401.3m |
At Roundhouse level, verified Toffee funding to February 2026 is £289.9m (December 2024) plus £107m (August–September 2025) = c.£396.8m. Roundhouse SH01s matching the 2026 club issues (£66.8m) have not been verified; the Roundhouse confirmation statement due by 15 October 2026 should resolve this.
| Some coverage sums £289m plus “tranches of £45m, £10m, £46m and £107m” to reach “close to £500m”. This double-counts: the £107m raised at Roundhouse funded the £101m of club tranches; it was not additional to them. |
How the acquisition was funded
Purchase consideration (note 30)
| Component | £000 | Where it sits / how funded |
|---|---|---|
| Initial consideration to Blue Heaven | 25,000 | Paid by Toffee on Roundhouse’s behalf; no group cash outflow |
| Deferred consideration | 42,371 | Within Roundhouse accruals (£20,346k < 1 yr + £27,763k > 1 yr) |
| Repayment of debt | 251,881 | Paid by acquirer to club lenders; mirrors club’s £233.4m subscription |
| Directly attributable costs | 12,051 | Paid by Toffee on Roundhouse’s behalf |
| Total consideration | 331,303 | |
| Of which settled at completion | 288,932 | vs £289,914k share capital: difference £982k |
|
What “repayment of debt” means at club level
From the club’s 2024/25 accounts: opening borrowings £593.8m + new loans £480.0m − cash repayments £385.6m = £688.2m, against closing borrowings of £468.5m. That leaves c.£219.7m extinguished without passing through the club’s cash flow, the counterpart of the acquirer’s £251.9m “repayment of debt”. The club’s cash flow likewise shows no £233.4m share inflow; the subscription was settled by payment directly to lenders.
The £32.2m difference between £251.9m and £219.7m is unexplained. Accrued interest, break costs or early-repayment premium on the Rights & Media Funding facility are plausible explanations and should be confirmed.
The £50m Roundhouse owes its subsidiaries
Roundhouse’s own balance sheet shows £50 million owed to group undertakings (interest-free, on demand). This matches the £50.0m price at which the club sold Everton Football Club Women Ltd and Goodison Park Stadium Ltd to Roundhouse on 27 June 2025, a cash-less transaction that generated the club’s £49.2m PSR-relevant gain. Roundhouse’s £382.9m investment cost reconciles to £331.3m consideration + £50.0m EFCW/Goodison = £381.3m, leaving £1.6m unexplained.
Everton Women valuation
Note 28 records that EFCW Holding issued new shares on 19 December 2025, reducing Roundhouse to 90.9%. The investor is GED Investments, a privately held Canadian company. A reported £5.0m for 9.1% implies c.£55m post-money and c.£50m pre-money, exactly the June 2025 intragroup price. This gives fair-market-value support to the £49.2m gain, but rests on a single small minority deal and a single analyst source. That source describes a sale by Roundhouse; note 28 describes a primary issue. Both cannot be right.
TFG pre-takeover loans and 777/A-CAP
Three charges in favour of TDF Capital Management, L.L.C. as Security Agent over the Bramley-Moore Dock leasehold were created on 18 June 2024, 22 September 2024 and 18 December 2024, and all were satisfied on 26 February 2025. A new charge in favour of GLAS Trust Corporation Limited (the noteholders’ security trustee) was created on 20 February 2025. The sequence strongly indicates TFG-linked lending continued beyond completion and was taken out by third-party noteholders. If so, those repayments were related-party transactions that note 27 does not disclose.
Previously reported settlement terms with 777/A-CAP referred to preferred equity and warrants “in the holding company”. Roundhouse’s accounts show only 289,914,203 £1 ordinary shares, all held by Toffee, with no preference shares, warrants or derivative liabilities. Either any such instrument sits above Roundhouse, or the reported structure is wrong.
Group debt arithmetic
| Step | £000 |
|---|---|
| Borrowings acquired (note 30) | 388,578 |
| Repaid in cash post-acquisition | (288,578) |
| Acquired debt remaining | 100,000 |
| New loans post-acquisition | 380,000 |
| Expected gross debt | 480,000 |
| Reported loans (note 20) | 468,542 |
| Unexplained gap | 11,458 |
- £100m. Gross facilities total £480m (£350m notes + £130m RCF) but only £380m appears as new loans after acquisition. £100m was therefore already drawn within acquired balances on 18 December 2024. The strategic report’s statement that existing borrowings “were fully repaid” is inaccurate as written.
- £11.5m. 2.4% of £480m, consistent with arrangement and placement fees netted under amortised cost (FRS 102 s11.13). Should be disclosed.
- £2.7m. Net debt note shows borrowings acquired of £385,867k; note 30 shows £388,578k. Unreconciled.
- Interest paid twice. £9,449k in investing and £6,351k in financing. The financing figure equals the P&L charge exactly, including £3,686k of non-cash discount unwind, indicating a plug rather than a cash figure.
Group versus club reconciliation, 2024/25
| Line (£m) | Group 18 Dec–30 Jun | Club FY 24/25 | Implied club stub 1 Jul–17 Dec | Comment |
|---|---|---|---|---|
| Turnover | 120.5 | 196.7 | 76.2 | Merit and season-end income falls after December |
| Broadcasting | 80.0 | 129.2 | 49.2 | |
| Gate receipts | 12.6 | 20.3 | 7.7 | |
| Sponsorship, advertising, merchandising | 13.1 | 24.3 | 11.2 | |
| Other commercial | 14.8 | 22.9 | 8.1 | Stones/Goodison memorabilia non-recurring |
| Staff costs | 84.3 | 152.1 | 67.8 | W/T: group 70.0%, club 77.3%, stub 89% |
| Other operating costs | 24.3 | 55.8 | 31.5 | |
| Player amortisation | 89.7 | 50.9 | n/a | Fair-value uplift c.£210m |
| Brand amortisation | 14.0 | — | — | Group only |
| Negative goodwill credit | (27.6) | — | — | Group only |
| Profit on player trading | 6.3 | 31.3 | c.25 | Pre-acquisition sales fall outside group |
| Intragroup EFCW/Goodison gain | eliminated | 49.2 | — | Club only; counted for PSR |
| Loss before tax | (74.7) | (8.6) | ||
| Borrowing costs capitalised | 14.7 | 32.3 | 17.6 |
Bridging the loss
Periods differ (6.5 months against 12), so a clean bridge is not possible. The principal group-only drivers in the post-acquisition period are:
| Driver | Effect on group loss |
|---|---|
| Fair-value player uplift amortisation (estimate: £89.7m less c.£27–30m club-basis charge) | c.+£60m |
| Brand amortisation | +£14.0m |
| Negative goodwill release | −£27.6m |
| Elimination of £49.2m intragroup gain | Removes club’s largest profit item |
On a full-year basis the group will carry c.£47.3m of negative goodwill credit against £24.0m of brand charge, plus a declining player-uplift charge until roughly 2027/28. Group results will look worse than the club’s in 2025/26 and better thereafter. None of this is cash.
| “Record turnover £120.5m” is misleading
A group incorporated in October 2024 cannot set a record, and £120.5m covers only c.6.5 months. The wording appears lifted from the club’s strategic report, where £196.7m is a genuine record. The SECR disclosure confirms the copying: 1,868 tCO2e ÷ (£196.7m/£100k) = 0.95, the reported intensity. On group turnover the correct figure is 1.55. The 2024 comparative (0.538) equals 1,004 ÷ club 2023/24 turnover. Comparatives (SECR; £67.3m contingent fees) cannot belong to an entity incorporated in October 2024. |
Accounting judgements: Negative goodwill, brand and interest
Negative goodwill of £473m
£473.0m of negative goodwill on £331.3m of consideration is extreme. FRS 102 s19.24 requires the acquirer first to reassess the identification and measurement of assets, liabilities and cost. The excess up to the fair value of non-monetary assets acquired is then recognised in profit in the periods in which those assets are recovered.
Non-monetary assets acquired total c.£1,316m, so the whole £473m falls in the recovery category. Recovery profiles differ sharply: players over c.2–3 years; the brand over its chosen 10 years; the stadium (not yet depreciating at 30 June 2025) over 40 years or more. A flat 10-year release is a simplification not obviously compliant with s19.24. The policy note does not justify the period.
Brand of £240m
Recognition on a relief-from-royalty basis is permissible (FRS 102 s18.8, s19.15), but it is judgemental and self-reinforcing: every £1 of brand value adds £1 to negative goodwill. A 10-year life for a 148-year-old brand is arguably short. Properties valued at depreciated replacement cost (£753.9m) in what was effectively a distressed sale also merit challenge. The auditor should have tested whether a bargain purchase of this size is real or a product of generous intangible and property valuations.
Interest capitalisation to 30 June 2025
FRS 102 s25.2 permits capitalisation while activities to prepare the asset continue. Test events from February 2025 and fit-out to season end support capitalising to 30 June; the safety certificate followed on 21 August 2025. The position is defensible, but ceasing at a convenient year-end rather than a completion milestone should be documented. Capitalised interest of £14.7m against £6.35m expensed means 70% of the period’s borrowing cost bypassed the P&L.
PSR and SCR relevance
|
Discrepancy Register
Materiality ratings are qualitative and relative to the group (total assets c.£976m).
| # | Item | Location | Nature | Materiality | Implication |
|---|---|---|---|---|---|
| 1 | “Record turnover £120.5m” | Strategic report p.1 | Misleading claim; 6.5-month period | High (qualitative) | Copied from club report |
| 2 | SECR intensity 0.95 and 2024 comparatives | Strategic report p.6 | Club full-year data in group accounts | Low £ / high quality | Inconsistent boundary |
| 3 | Loss £74.7m vs £74.6m; P&L headed “as at” | Pp.3, 7, 13 | Drafting | Low | Weak review |
| 4 | £101k NCI double count | SOCE p.16 vs P&L p.13 | Arithmetic | Below materiality | Owners’ reserve should be (74,561) |
| 5 | “Higher than standard rate” with nil charge | Note 12 | Template wording | Low | Weak review |
| 6 | No share inflow, consideration outflow or non-cash disclosure | Cash flow p.17 | s7.18 disclosure | High (£289.9m) | Funding route invisible |
| 7 | Interest paid twice; financing line equals P&L incl. £3.7m non-cash | Cash flow p.17 | Classification / plug | Medium (£6.4m) | Cash interest likely misstated |
| 8 | £100m acquired debt not repaid vs “fully repaid” | p.3 vs note 30 | Narrative inconsistency | Medium | Overstates deleveraging |
| 9 | £11.5m gap gross vs carrying debt | Note 20 | Undisclosed transaction costs | Low–medium | Disclosure missing |
| 10 | £2.7m difference in borrowings acquired | p.19 vs note 30 | Arithmetic | Low | Unreconciled |
| 11 | Maturity: all £341m “after 5 years”, nil 1–5 years | Note 20 | Possible misclassification | Medium | Amortisation profile unclear |
| 12 | Financial liabilities £756.1m include tax and deferred income | Note 21 | Classification | Medium (c.£75m+) | Overstated |
| 13 | Controlling party stated three ways | p.1; notes 2.1, 29 | Inconsistent | Low–medium | Governance signal |
| 14 | No related-party disclosure of TDF loans, support letter, Toffee settlement | Note 27 | FRS 102 s33 omission | High (qualitative) | Most significant disclosure gap |
| 15 | £473m negative goodwill released straight-line over 10 years | Note 2.11, 30 | Not aligned with s19.24 | High (judgement) | Flatters group c.£47m p.a. |
| 16 | £240m brand, 10-year life | Note 30 | Judgemental | High | Drives negative goodwill |
| 17 | Contingent liabilities note contains no figures; no Burnley claim disclosure | Note 24 | Incomplete | Unknown | Claim live at signing |
| 18 | Cross-references wrong; company misnamed | Note 2.6; p.6; p.1 | Drafting | Low | Weak review |
| 19 | “2024” contingent fee comparative (£67.3m) | Note 3 | Comparative in first-period entity | Low | Club data imported |
| 20 | Directors paid nothing by Company vs £509k group KMP pay | Notes 8, 9 | Ambiguous | Low | Clarify payer |
| 21 | Intangibles FV £562,637k vs £322,344k + £240,000k | Notes 14, 30 | £293k unreconciled | Low | Arithmetic |
| 22 | Investment cost £382,862k vs £381,303k | Note 16 | £1.6m unexplained | Low | Possibly capitalised costs |
| 23 | Metro Bank as banker to JPMorgan-financed holdco | Company information | Unusual, not wrong | Nil | Likely legacy relationship |
Audit quality, key ratios and debt service
Audit quality
Crowe signed an unqualified opinion on 27 December 2025, three days after board approval and over Christmas. The audit fee was £102k (£8k parent, £94k subsidiaries), modest for a group with £976m of assets, a business combination with £460m of fair-value adjustments and a £473m bargain purchase. Defects 1–5, 10, 12, 18, 19 and 21 should have been caught by basic casting and consistency review. None warrants qualification. The substantive concerns are the purchase-price allocation and release pattern, related-party completeness, and the reliance of going concern on an undisclosed owner support letter. For a Premier League group under IFR financial-soundness scrutiny, this standard of reporting is below what the board should accept.
Key ratios
| Ratio | Group period | Club FY 2024/25 | Comment |
|---|---|---|---|
| Wages / turnover | 70.0% | 77.3% | Group flattered by season-end revenue timing |
| Net debt / turnover | 3.2x (period, misleading) | 1.98x | Use club figure |
| Interest cover (op. profit pre-trading / P&L interest) | 2.9x | Negative | Club incurred c.£46.9m interest incl. capitalised |
| Current ratio | 0.39 | — | £191.4m net current liabilities incl. £127.6m RCF |
| Total liabilities / equity | 3.5x | — |
Stadium debt service scenarios
The note coupon is undisclosed. Annual debt service on £350m over 30 years, level annuity:
| Coupon | Annual debt service | Plus RCF interest (c.£128m @ 6–7%) | Total as % of 24/25 club revenue |
|---|---|---|---|
| 5.0% | £22.8m | £8–9m | c.16% |
| 5.5% | £24.1m | £8–9m | c.17% |
| 6.0% | £25.4m | £8–9m | c.17–18% |
| 6.5% | £26.8m | £8–9m | c.18% |
|
Comparison with my prior Everton analysis
| Prior claim | What the accounts show | Verdict |
|---|---|---|
| Moshiri stake bought for “nominal consideration (estimated £22m)” (Apr 2026) | £25.0m initial + £42.4m deferred = £67.4m to seller | Correct: equity price £67.4m |
| Player registrations “fair value at acquisition £479,856k” (Apr 2026) | £479.9m is gross cost; accumulated amortisation £157.5m; fair value £322.3m | Correct the label |
| Club column includes brand £14.0m and negative goodwill £(27.6)m (Apr 2026) | Both exist only at group level | Remove from club column |
| Club operating profit pre-trading £28.3m vs group £18.3m (Apr 2026) | Club £28.3m includes £49.2m disposal gain; underlying club figure £(20.9)m | Not like-for-like |
| 777/A-CAP balance converted to preferred equity and warrants “in the holding company” | No such instruments at Roundhouse | Unverified |
| UK merit £12.9m; international merit £8.3m (Mar 2026, club) | Group note: £12.0m and £7.7m (season-end; should match) | Check club note against group note |
| Exceptional costs “£21.0m” in text vs £11.2m in table (Mar 2026) | Club £11.2m; group £9.8m | Text error |
| Dividend reduced cash for “January 2025” window | Dividend proposed Dec 2025 | Should read January 2026 |
| £350m notes, JPMorgan, 30 years, maturity 2055; £130m RCF | Confirmed | Confirmed; coupon undisclosed |
| c.£400m of owner cash injections (Aug/Sep 2026) | c.£401.3m club-level | Confirmed |
| Stadium cost £813.1m vs £844–852m | AUC £813.1m at 30 Jun 2025 | Both can stand: higher figure includes 2025/26 completion |
| Club “99.7%” / “99.67%” owned | 99.69% after Aug 2026 issues | Update |
| Limitation on this comparison
Internal working files (the 10-year projection to 2034/35, SCR headroom model, Leeds/Everton PSR settlement analysis, Director of Football budget, CMC Markets report, Moshiri and Moores profiles, and the “Terry Silver” rebuttal) were not accessible for this paper. The comparison uses published theesk.org articles only. Where those models assumed a stadium cost of c.£760–800m, a £350m-only debt stack, or shareholder-loan funding, they should be re-run against: actual cost of £813.1m and rising; £468.5m gross debt including a £127.6m current RCF; c.£46.9m of total 2024/25 interest falling sharply from 2025/26; and c.£401m of owner equity rather than loans. |
Regulatory Implications
Independent Football Regulator
The owners, directors and senior executives regime has applied since 5 May 2026. The licence application window runs from 1 November 2026 to 26 February 2027, and the financial plan must be submitted on the IFR template with stress-tested cash-flow forecasts and evidence of funding sources. Everton’s submission will need to evidence:
- the terms, giver and legal status of the owner’s letter of support;
- the structure of the Toffee and Sarofim investment above Roundhouse;
- the treatment of the Burnley award and appeal;
- how any minority stake sale would affect control.
The women’s-team spin-out, followed by a c.£44m dividend that largely returned value to Roundhouse, is the kind of value movement the IFR’s asset-stripping provisions are designed to scrutinise.
Premier League rules
- Associated party transactions must be at fair market value; the GED price supports the £50m EFCW/Goodison valuation, but on thin evidence.
- Owners’ and directors’ test applies to anyone acquiring control or a significant interest — relevant to Sarofim above 9.9% and to any new minority investor.
- Financial monitoring requires future financial information and evidence of funding. The undisclosed TDF loan flows are precisely what the League would expect to see in full.
Recommendations and questions
Written questions to the club / Roundhouse
- Coupon, amortisation profile and covenants of the £350m notes; RCF margin, drawn balance and covenants.
- Amount and date of repayment of TDF Capital-secured loans, and why they are not disclosed as related-party transactions.
- Terms, giver and legal status of the letter of support underpinning going concern.
- Whether any 777/A-CAP instrument (preferred equity, warrants) exists above Roundhouse.
- The GED Investments price, and whether it was a primary issue or a secondary sale.
- Whether the £50m EFCW/Goodison receivable was settled in cash or offset against the December 2025 dividend.
- Basis for the 10-year negative goodwill release and the 10-year brand life.
- Explanation of the £100m, £32.2m, £11.5m, £2.7m and £1.6m reconciling differences.
Actions
- Use club accounts for every performance, PSR and SCR statement; use Roundhouse only for funding, control and consolidated leverage.
- Treat the c.£47m annual negative goodwill credit as non-economic in any valuation or capacity analysis.
- Monitor: Roundhouse CS01 (due 15 October 2026); Roundhouse SH01s matching 2026 club issues; club 2025/26 accounts (due 31 March 2027), first stadium year, Burnley provision, dividend; outcome of the Burnley appeal.
Caveats and data limitations
|