Post
by Chester Perry » Fri Sep 09, 2022 2:13 pm
some may find this useful
The ALK ownership structure
You may be asking, why the constant switching between ALK, VSL and CVHL, are they not the same thing? The confusing answer is yes, no and sometimes. This is what I have been able to find. Now, take a deep breath…
• ALK Capital LLC (No 6592701) is a Limited Liability Company registered in Delaware and thus subject to the same opacity as companies in tax havens such as the British Virgin Islands. It was incorporated October 25 2017 and we are told is named after the initials of Alan Pace’s three daughters. The Offer Letter confirms that its ‘founding members’ (which seems a strange choice of phrase) were Alan Pace, Stuart Hunt, Michael Smith and Morgan Edwards. The club’s website statement on company details infers that the Edwards has a particularly minor shareholding, with the combined shareholding of Pace, Hunt and Smith being split proportionately 60:20:20. ALK Capital’s press releases describe Pace as the Managing Partner, Smith has recently been referred to as an Executive Partner in the business, we can probably assume Hunt to be the same.
• Velocity Sports Partners LLC (No. 7327182) is again registered in Delaware, the Offer Letter states it “is the sports investment division of ALK Capital LLC”. It was incorporated March 15 2019.
• ALK Capital Limited (No. 12880549) is the wholly-owned subsidiary and UK arm of ALK Capital LLC. The UK business was incorporated on September 15, 2020, with a paid £10 capitalisation of 1,000 penny shares. It has three directors: Alan Pace, Stuart Hunt and Michael Lee Smith (henceforth the ALK Three), with Pace (Managing Partner of ALK Capital LLC) registered as a Person with Significant Control, meaning he controls at least a 75% share of ALK Capital, either directly (via ownership) or indirectly (via proxy and/or role).
• Velocity Sports Partners Limited (No. 12880579) is a wholly-owned subsidiary of Velocity Sports Partners LLC. It also was incorporated on September 15, 2020, has a paid £10 capitalisation of 1,000 penny shares with the ALK Three as directors and Alan Pace again registered as a Person with Significant Control. ALK’s own press releases state that VSPL is the vehicle for ALK’s interests in the UK (although the following shares are not officially registered with it), which include:
o Player Lens Limited (No. 08898270) of which a confirmation statement dated February 17, 2020, and filed two days later states that ALK Capital LLC owns 25 ordinary shares out of a total allotment of 6744. A February 2022 statement shows no change to these figures;
o Project 23rd Century Limited (No 10911841) which owns AiScout, of which a confirmation statement dated August 10, 2020 and filed on October 8, 2020, states that ALK Capital (the date means it has to be the LLC though it is not stated) holds 7816 Class B (non-voting) shares out of 556,508 such shares, with 1,333,334 Class A (voting) shares also in distribution at that time. New allotments as a result of 7 different share sales since July 2021 for in excess of £2.5m show there are now 1,185,451 Class B shares with no change to the Class A figure. A confirmation statement dated April 12 2022 states ALK Capital now hold 46,895 Class B shares.
• Velocity Sports Limited (No. 132376) is registered in Jersey, and was incorporated September 28 2020, document records are very limited offering nothing on shareholders and such like. The club however provide this useful information on its company details page.
‘Burnley Football & Athletic Company Limited is wholly-owned by Burnley FC Holdings Limited, of which 83.97% of its entire issued share capital is owned by Calder Vale Holdings Limited, a company incorporated in England and Wales (“Calder Vale”). Calder Vale is owned, through a wholly-owned subsidiary, by Velocity Sports Limited, a company incorporated in Jersey. ALK Capital LLC and Velocity Sports Partners LLC are the only persons or entities owning 25% or greater of Velocity Sports Limited. ALK Capital LLC holds and controls the voting rights of Velocity Sports Limited, and Alan Pace and Michael Smith are each directors. The persons having a significant interest in Velocity Sports Limited, and therefore Burnley Football & Athletic Company Limited, are Alan Pace (50.382%), Michael Smith (16.794%) and Stuart Hunt (16.794%).’
This information clearly indicates that there are other investors in the company.
• Kettering Capital Limited (No. 12975630) incorporated on the October 26, 2020. This is a wholly-owned subsidiary of Velocity Sports Limited formed with a nominal but unpaid £10 capitalisation via 1,000 penny shares. December 30, 2020 saw 50,000 shares issued at £200 each (raising £10m) and a further 49,000 issued at £1795.918 each (raising £87,999,982) giving a total allotment of 100,000. A recent Confirmation Statement shows all shares belong to Velocity Sports Limited. The ALK Three are the directors. Interestingly, there is no declared person with significant control. A 'charge’ for the MSD loans was raised on December 23, 2020.
• Calder Vale Holdings Limited (No. 12919689) is the named entity with significant (direct) control over Burnley FC Holdings and its subsidiaries. It was incorporated on October 1 2020 as a wholly-owned subsidiary of Velocity Sports Partners Limited with a nominal but unpaid £10 capitalisation via 1,000 penny shares. December 30 2020 saw 50,000 shares issued at £200 each (raising £10m) giving a total allotment of 51,000. The ALK Three are again the directors. Initially, there was no declared person with significant control of Calder Vale Holdings, but on November 16th, 2020, Kettering Capital was named in this capacity as a result of its control of Calder Vale’s shares. MSD raised a loan against CVHL on December 23, 2020, which spread up to Kettering Capital (as owner of CVHL) and down to the Burnley FC Holdings Limited and its then subsidiaries, which form the loan’s security on December 30, 2020. The Offer letter clearly states that the responsibility (repayment and servicing) for this loan was assumed in full by Burnley Football and Athletic Company Limited on that same date.