The reality… as was

There are all kinds of stories circulating about the future ownership of the Formula One group. While details of who the shares will be split in the future are anything but clear, it is worth noting that until recently the shareholdings in Delta Topco Ltd (Jersey) were as follows: five CVC funds collectively own 63.3 percent of the business; LBI Group Inc (a Lehman Brothers company) owns 15.3 percent; Bambino Holdings (an Ecclestone Family company) owns 8.5 percent; Bernie Ecclestone owns 5.3 percent; JP Morgan Whitefriars Inc owns 3 percent; Churchill Capital Ltd owns 0.7 percent and the rest is owned by employees or directors, these being Patrick McNally (1 percent), Duncan Llowarch and Sacha Woodward Hill (each 0.8 percent), Judith Griggs (0.5 percent) and Peter Brabeck-Letmathe and Sir Martin Sorrell (0.25 percent each).

The key question in any sale of shares is whether or not there is a change of control, as the FIA has a right to veto any such move. The problem is that we do not know what the definition of change of control might be, given that the contract between the FIA and the Formula One group is confidential. There are different ways that change of control can be defined, with the possibility of such a clause being triggered by a change of specified percentages, a change in the majority on the board of directors and so on.

17 thoughts on “The reality… as was

  1. So any news yet re: if Delta Prefco shares are also included?
    Otherwise it will be a classic Bernie deal.

  2. I wonder what the filing requirements in Singapore are? At least in the US the S1 filing required for an IPO will force the company to disclose just about everything. And just about nothing has ever been officially disclosed about the business dealings of F1…

  3. Seems to me you’ve chosen the wrong outfit to be a director of. What fraction-of- a-percent of F1 shares would be required for you to be set for life?

  4. I swear the crowd who looks in here have the smarts, if not maybe all he cash, to do something. (as in make CVC an offer) This deal is looking like putting the eff in eff one.

    I’m betting we see no prospectus.

    So, we should write The Missing Prospectus.

    who here is up to date on accounting? As in reversing transfer pricing, multi jurisdictional stuff? I was, about 10 years ago, so have the tiniest clue. I will happily pull up all the records I can access, if not free at the British Library, then on my card. The BL subscribes to BvD ORBIS (which they have confusingly just renamed) which is a go to in banking. Saves me the 30 grand a year sub . .

    I can cross reference entities linked by person around the world, where they are reported. But this will generate a proper tome of data, and I’d need extra eyes. And extra people good with parsing in the data, because I won’t know all the format peculiarities to how the accounts are shaped. I bet there are dozens of recent registrations, even this month. Will we find the money?

    Prepared to put the footwork in, anyhow. I’m on an enforced break. Which to me is a capital sentence. The worst thing with good doctors is they fret and go looking for problems, and find them.

      1. I think it’s a bit moot, now.

        Please understand, I am never bashing F1. I just want it to get its house in order.

        I have not pulled the docs. Was thinking next week. Might do anyway.

        Thing is, though, you just don’t get conclusive evidence from public records. You need to think everything through, and get intimate, and risk being wrong, or even being sued, depending how you write your conclusions.

        I shall just peek into some things I meant to anyhow. I believe the IPO is off, at least until our scatterbrain memories collectively forget. Hey, CVC offloaded some stock, eh? Nice for them.

  5. Joe,
    The key here is the type of shares that these people / companies hold. A current example is Facebook. The CEO has a lot less than 50% of the company in outright equity ownership (Shares) but controls over 56% of the voting rights to Facebook.

    My guess is Bernie has some sort of voting rights with the shares he holds or acts for. Ask Karen, she should know, if not, then she could give an idea of the voting rights within this company, and how it is configured with the FIA rules.

  6. By merely opening the question of FIA approval, Todt could push the float back a year, perhaps stop it entirely.

    Does the FIA have the contractual right to veto a float? It doesn’t matter. Todt would only need to release a carefully worded statement. Something along the lines of “We’re reviewing our contractual rights. As things stand now, we’re not in favor”.

    What could CVC do? Sue the FIA for hurting their float? Anyone can sue anyone for any reason, but CVC couldn’t win, and lasting litigation would do yet more damage to any plans for a float. Merely expressing a carefully worded doubt would not be actionable, especially given the FIA’s all-too-reasonable grounds.

    Were the FIA to threaten a hold up, they could probably negotiate a very large annual fee from CVC. My guess is that 50 to 100 million per year would not be out of line. Over the life of the deal, it would bring billions of dollars into the FIA’s coffers.

    So why isn’t the FIA holding up the stop sign? Why are they bothering with the “alternate series” nonsense when they have all the ammunition they need to devastate the float? Is Todt completely asleep at the switch?

  7. If the FIA/Formula One Group contract is confidential how do we know the FIA has a right to veto a change of control? Are some aspects of the contract made public and others kept private?

  8. Couldn’t the FIA some time in the future just say – – – No, we don’t want a public company using the F1 WC tag for their own enrichment – – – – and pull it ?

    Or at least charge a substantial fee for the continued use of the moniker.

    1. No. FOM and the teams would call their bluff and leave the FIA in the cold with only the ‘Championship’ moniker.. which aint worth much on its own. It would do the kind of damage to the sport the FIA is supposed to be about preventing, not creating. The only way an FIA President could survive committing such an act of demolition would be if the sport was in crisis and this was the only option left to him.

      Once FOTA had effectively disbanded, only an enormous (and very costly) upheaval could alter the fundamental pieces of the jigsaw and would likely fail anyway. Joe is absolutely right that the sport could be in greater health if things were different, but the status quo remains lucrative and acceptable to the key parties… and that’s probably why not much has changed.

      1. > No. FOM and the teams would call their bluff and leave the FIA in
        > the cold with only the ‘Championship’ moniker.. which aint worth
        > much on its own.

        Huh? I think you’ve got it backwards.

        Whenever I ask why oh why do they put up with Bernie skimming half off the top, like the lord of the manor stealing from his very own serfs, both Joe and Karen say it’s because the sports absolutely, positively needs that moniker, that the whole enterprise can’t possibly work without it, that whatever little slip of paper from Paris gives the right to use the two words “World” and “Championship” are the actual keys to the kingdom.

        (Now, I continue find that very dubious, as I expect that a series in which all the big teams demonstrated enough spine to join hands would have the FIA and their moniker in tow soon enough, just a very few years at the most, especially if the annual fee was reasonable, but what do I know? If they can fool Joe, they can certainly fool the nattering nabobs of nincompoopery who decide these things among the teams.

        Note to Joe: you know much more than I do, and have probably forgotten more about F1 than I will ever know, but I just can’t find it within myself to believe it in this one specific matter. I think it has more to do with English acceptance of aristocratic titles that don’t mean much except for the fact that the English think they do. You can take the kid out of England (and move him to France) but can you take the England out of the kid?)

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