Rangers' Debt Deal and Doubts

The mists are lifting from the deal that saw Craig Whyte take over a controlling stake in Rangers from Sir David Murray a month ago.

The football club's new owner today published the agreement he struck to take on the liability for the outstanding tax claim being made by HM Revenue and Customs, and to invest quite a few million in the club.

That liability hangs over Ibrox, concerning a player-payment scheme that HMRC argues was a way of getting round a lot of tax.

The possible bill is measured, rather vaguely, in the tens of millions of pounds.

Craig Whyte, as with Sir David Murray, says he's got sound professional advice that HMRC can be defeated in the tribunal case, expected later this year.

But the agreement dwells on what happens if that advice is wrong.

What's now clear is that the £18m debt transferred from Lloyds Banking Group to Craig Whyte's company, now called Rangers FC Group Ltd, will remain a debt at least until the HMRC case is resolved.

If the tax bill, with penalty, is so great that it pushes the club into insolvency within 90 days of the final ruling, the debt will remain debt, and Craig Whyte will remain a creditor.

Though HMRC may think differently, it's possible he could pick up the assets, from which the club could then be re-built.

Waiving not drowning

But if HMRC loses the case, Craig Whyte says he will either waive the debt or transform it into equity.

If it were to be a swap of debt for equity, that would so dilute the company's current shareholding that the 15% of shares he doesn't control could be rendered worthless, meaning Whyte would have full control.

But then, today's disclosure to other shareholders says there's another agreement, this time between Rangers FC Group and the club itself: that victory over HMRC at the tribunal would be followed by a waiving of the debt and there would be no swap of debt for equity.

One other aspect of the agreement on debt concerns the possible use of the club's assets as security for other borrowing.

This is a heavy hint that the former board members who refused to endorse Craig Whyte's takeover were concerned about this, having seen the practice undermine other debt-bloated football clubs.

But the deal says that Rangers football club will not lend to the company that controls it, Rangers FC Group, or provide security for the Group's borrowing - unless, that is, it's for the club's benefit.

Player Squad

The other area where former chairman Alistair Johnston and other directors had their doubts about Craig Whyte was in his commitment to invest in the club.

The new document states there will be £5m for investment in the playing squad.

It then says it intends to invest - "or procure an investment of" - £20m by 2016 for spending on the player squad.

It's not clear if this includes the starting £5m commitment.

But it does extend to providing cash cover for up to £5m in each of the next four years, so it doesn't mean waiting for five years until the money is available.

Then there's a further £5m working capital facility for the club, and £1.7m for upgrades to Ibrox's kitchens and PA system, among other stadium requirements.

If Craig Whyte's company breaks the terms of the deal, his debt would be "automatically extinguished".

But while the HMRC dispute hangs over Ibrox, that extra spending on squad and stadium simply adds to the debt held by Rangers FC Group, as would that potential pay-out to the taxman.

'Lack of Clarity'

Alistair Johnston and the four others who formed the board committee scrutinising the Murray-Whyte deal said last month they had differing views on the future revenue generation and cash requirements of the club.

And the statement they issued at the time the deal was finally signed off went on to say Whyte's offer had a "lack of clarity" on the way future cash requirements would be met, particularly on the HMRC case.

Those directors insisted that a document should be issued by Craig Whyte on the full terms of the transaction, with firm commitments to agreed future investment in the club.

That appears to be the document we've got today. It comes with a covering letter in which Craig Whyte says he intends to keep the club based in Ibrox, without changes to use of its assets or for its employees.

The paperwork offers brief details on the three directors of Rangers FC Group - Craig Whyte, Andrew Ellis, the property dealer who previously failed to seal a deal with Sir David Murray, and Phil Betts, an asset finance specialist who, like Craig Whyte, has experience in refinancing and restructuring companies.

That detail may fall short of the Johnston committee's requirement for "comprehensive details on the acquirer".

What has no response from Craig Whyte and his Rangers FC Group is Johnston's insistence that he disclose the source of his funding.

As he was sacked from the board last month, Alistair Johnston continued to raise vague doubts about that, but without saying explicitly what his concerns were.

Today's statement only answers the challenge by saying the Group is wholly owned by Liberty Capital Ltd, a company based in the Virgin Islands which is wholly owned by one Craig Whyte.

Quite a lot has now been put down in black and white. This appears to be a binding, contractual commitment to the club and to other shareholders.

Making it work now depends (and please forgive me if this is stating the obvious) on the money being made available.