David

An interesting read for sure. One thing that stood out to me is the following: "Feedback has been provided back and forth, with this proposal coming after outgoing club chairman Jim McMahon launched a campaign targeted for the American market in January. The rationale was that the club needed investment to challenge the likes of Aberdeen, Hearts and Hibs." I've underlined and bolded the part I wish to highlight. My question is, does Barmack's offer put us in a position to compete with the likes of Aberdeen, Hearts, and Hibs? In my view, an investment of £300,000 per year simply isn’t sufficient to achieve that. It would require a level of investment that enables us to financially compete with Aberdeen, Hearts, and Hibs for me to seriously consider relinquishing fan control. This offer from Erik Barmack simply doesn’t accomplish that.

I believe this situation might be getting a bit confused. From my limited understanding, here’s how it works: There are two seats on the club’s executive board reserved for Well Society board members, allowing the Society board to have representation. Currently, Tom Feely and Douglas Dickie occupy these seats. When a proposal like this comes up, the Society board votes on it. In this case, they voted to reject the offer by 6 votes to 3. Following this, the Society's representatives on the executive board should have voted in line with the Society board’s decision, which was to reject the proposal. This doesn't necessarily mean the executive board would have voted against the proposal, but it would not have been unanimous. For instance, McMahon, Caldwell, and Lindsay could have voted in favour, while Dickie and Feely, representing the Society board’s views, would have voted against. Their role on the executive board is not in a personal capacity but as representatives of the Well Society board, reflecting its views. Here’s where it gets interesting. I've read that while Caldwell and Lindsay have been added to the executive board, they haven’t been given voting rights yet. If that’s true, then the voting members of the executive board are McMahon, Dickie, and Feely. This means that if Dickie and Feely had voted according to the Society board's decision, McMahon would have been the only one voting in favour of the proposal, resulting in the proposal being rejected by both the executive and Society boards. However, by Dickie and Feely "going rogue" and voting based on their personal opinions rather than the Society board’s decision, the narrative changes completely. Instead of both boards rejecting the proposal, it appears that the executive board unanimously accepted it, despite the Society board voting to reject it. At best, with Caldwell and Lindsay having voting rights, it would have gone in favour by 3 votes to 2. Which is a hell of a lot closer than a "unanimous" verdict. Quite a different perspective, isn’t it? It's important to remember that this vote by both boards is not about actually accepting or rejecting the offer, but rather making a recommendation. There's a difference there. The executive board voted unanimously to recommend accepting the proposal, while the Society board voted to recommend rejecting it. These are just recommendations that the wider Society membership (the majority shareholder) can consider when making their own decision in our upcoming vote. This brings me to my main point. How confident would you be of the proposal being accepted by the Society's membership if the official stance from the club is that both boards recommended rejecting it? It's very different from us going to the vote with the understanding that the executive board voted "unanimously" to accept, while the Society board members voted against it.

That's true, but the bottom line is that it's fun. I love looking over previous stats and trying to figure out how a player will do for us. It's all part of the fun of the close season and the transfer window, isn't it? Everyone making different assumptions, guessing how it'll play out, looking at previous performance for other clubs and so on.

Even if they were not aware of the Well Society rejection of the proposal, I'd fully expect them to refrain from voting on the matter at Executive Board level until the Society had the chance to reach a verdict. Without that verdict, they had no mandate to vote on the matter whatsoever. And if the club decided to press on with their executive vote without consulting with the majority shareholder then that is a really bad look.

From what I can see: "The Well Society has two representatives on the board, Douglas Dickie and Tom Feely, while club chief executive Brian Caldwell and finance director David Lindsay both joined the board in recent weeks." That would tell me that they're there as representatives of the Society, and as such, they should be putting forward the views of the Society board to the Executive Board of the club, not voting in accordance with their own personal viewpoints.

Were they voting as members of the club board though? If they are both on the club board independent of their positioning with the Well Society, then who are the representatives of the society filling the allocated society seats on the club board?

I have no idea, I've not had the time to check yet. The point I'm making is that it's fine for fans to base an opinion for the time-being on his previous track record, whatever that may be. It works both ways. We sign players who come in with a pretty good track record, and we say "that looks like a really good signing, he's played for X, Y or Z and done well."

Let's hope that is the case. However, it's not unfair for any fan to judge him on his past record. That's all we have to go on at the moment. If he comes in and does well, those opinions will change accordingly.

I absolutely agree that this is at least part of the end game. I have also read somewhere that the loan the Society has with the club is secured against the stadium, at least in part? If that's the case, having that factor removed could lead down a road that we don't really want to consider.

100%. It also should be said by the Society that the issue isn't with a deal that could potentially involve fan ownership ending, but the issue is with this particular deal. If someone else out there is seeing this unfolding and thinking "Wait, I could do better than that" and they come to the table? It becomes a whole new discussion.

It was that very repurchasing option that made me think the current funds in bank would be retained to put towards that if it became a possibility. You could be right though in how you've framed it. Either way, I don't see the Society being able to fulfil the obligations stated in that deal. Another interesting factor is that it seems the financial obligations being put upon the current majority shareholder of our club has been done entirely independent of consultation with said majority shareholder, which is incredible in itself. It shows the complete lack of respect for the Society that the deal has been put together with seemingly no input from the Society itself. Unless, of course, the Society agreed to the figures mentioned on their behalf?

What?!? You mean to tell me that you're not on board with the idea of the Well Society paying more than it does now for the privilege of giving up control of the club?!?

Absolutely. That's what Barmack is banking on. He's hoping that the majority do not look at the lack of a credible plan, and don't do the sums to see how much we'd be getting fleeced. As I said, there's a reason why he's interested in Motherwell. Hint; it's not because of our community spirit, engaged fanbase or any other nonsense he might trot out. it's because he believes he can get a deal done relatively cheaply and incredibly lopsided due to the seeming lack of business acumen at the top of the club. Theres' no fellow millionaire that he needs to negotiate with.

Another question which remains unanswered as far as I can tell is, what happens if the Society can't meet those financial projections? There have to be consequences to that, surely? Has that been detailed anywhere?

Which, as I said in my post a few pages back, is the risk we run being fan-owned. We'll get guys like Barmack figuring they can come in and take the piss with a ridiculous offer simply because they know they don't need to get the deal past a savvy operator or fellow millionaire. Again, can you imagine him going to Anne Budge with an offer like this? Obviously adjusted to represent a similar value at Hearts level. Or trying to convince a Roy MacGregor that it's a good deal? He'd get laughed out of the country.

True. It depends on how well his team know him. There's also the fact that he may be saying a lot, but he's not actually saying anything of real substance. He's avoiding certain questions, some of which have been repeatedly asked, and isn't really getting "into the weeds," as I've seen at least one person over there say. I still think it's part of a bigger PR plan to make him more relatable to the fanbase. And regardless of it being him or a team member, it's working to an extent.

Not at all. You'd be surprised how low-level executives can be and still have a small team of people working around him. I've seen it. Also, when it comes to matters online, you need to take everything with a pinch of salt. I'd wager a good sum of money that Barmack did nothing more than sign off on that article. The reason for me thinking that is that I've worked previously for companies where I've seen that actually happen. Even a CEO's quotes for a press release or media interview aren't his own. His or her team create them and they just sign off on them. Not that any of this really matters, mind you. The bigger picture is the actual deal itself.

Even so, he'll still be very busy. Someone at that level will likely have a PR team working for him at least, and that's where they'll come in. There's a reason why this kind of approach is taking place.

I know it may come across as cynical, but there's a better-than-average chance that his interactions over there are nothing more than a PR push to help create a friendly face for the business deal. I've seen similar tactics before. If such a tactic weren't used, he'd still be considered the evil millionaire from LA trying to snatch our club for a pittance. Now he's a "nice millionaire" who's taking time from his important and busy life to reach down and converse with the plebs. But hey, it seems to be working, so you can't fault him or his team.

That's true. I'm just saying that it likely won't actually be him. Companies I've worked with usually have a PR lead or a team of a few people running social media accounts, preparing statements, answering emails and dealing with all manner of comms for a CEO. Often because the CEO doesn't have the time, and also to ensure they don't accidentally say anything that could come back to bite them on the arse.

Oh, he's always going to claim that other clubs are "in the mix." It's a typical tactic used to put pressure on the selling party. If they believe the deal could be taken away and offered elsewhere, it sometimes helps to expedite proceedings. I seriously doubt that any club currently managed by a competent owner or board would entertain his offer. And while you are correct that we have been fan-owned for a while, the video released and the tone of the message from our club board always had the potential to act like "blood in the water" when there are sharks nearby.

In all honesty? I'm not even sure it is him. I'm more of the belief that it's a member of his team who helped put this deal together, or a PR person. Or maybe even both using the one account. In my experience, guys like him rarely have the time interact as much as he has.

On this particular deal? It really depends how the MOU is structured (assuming there is one), and how any NDA's involved are framed. It could be that the club and Society aren't legally allowed to discuss the intricate details of the deal. Barmack, for all that he's being active on P&B, isn't actually saying all that much of substance. I've been reading most of what he's posted, and the only takeaway that I've got from it all is that he's come to his valuation of our club by using a rough approach that involves what Newcastle United is worth and that he's trying hard to sell himself as an honest guy with our best interests at heart. Which may be true, by the way. I doubt it, though. In my experience of dealing with investors and VC over the past ten plus years I have found that these guys aren't coming in and burning through the one commodity that they treasure above all else, which is time, to pursue a deal where they don't get much upside. That's simply not how they work. I find it hard to believe he simply woke up six months ago and decided he wanted to work with the fan ownership group at a club he'd never heard of before, all to help said club consistently finish in the top six. There's an end game here. And that's not a bad thing in itself. But, I'd much rather work with an investor who lays it all out and says "This is what I'm proposing, and the reason for that is because the club will benefit in X way, and I'll benefit in Y way, then I can move on to the next investment opportunity a richer man, and leave you guys in a better position." Again, I'm only going by my experience, but when investors start talking about "enthusiasm," "working alongside ordinary supporters" and so forth, especially when that kind of language is used without an actual plan? It sets alarm bells off. At the risk of sounding like a bit of a prick, do fans really need to be able to under the technicalities of the following to know it's a bad deal? The plan that has been suggested at the moment, from what I can see, basically consists of the following: Barmack "invests" £1.95 million over six years. For this, he will receive 49% ownership, with 8% ownership from the beginning The Well Society has to invest £1.35 million over six years. For this, we will lose 25% of our shares. Barmack also becomes Chairman with the deciding vote in any tie. So, he invests £1.95 million to see an increase in shareholding to the tune of 49%, while we, the fans, invest an additional £1.35 million to lose 25% of our shareholding. I've never been involved in any business deal where that kind of thing is suggested. Ever. Why? Because it's ridiculous. In any normal business setting, it would be laughed out of the room, and the party suggesting it would be roundly ridiculed. Oh, and on top of the above, we also need to agree to write off 50% of our loan to the club to the tune of £434,000. That is money that fans, including pensioners and people who are not well off, have paid to the Society in good faith, by the way. Almost half a million pounds of our money, just written off. Gone. So, with all of that said, what do we get in return? A multi-page business plan that shows why we need him on board? An exciting vision of the future under his chairmanship? No. We get talk of "infrastructure and long-term strategic projects rather than short-term player acquisitions" and incredibly vague chit-chat about "increasing broadcasting revenue, seeking additional investors and utilising artificial intelligence." Do you want to know what I think? I think that the above would be considered derisory by any competent board in the world of business. But, Barmack has found a well-run entity that's involved in a league that is looking at an uptick in TV and sponsorship money coming over the next five or so years and has realised it's "fan-run." Which, in the mind of an investor and businessman from Los Angeles, as the club board keep describing him, means that it's run by simple folks who won't understand all the technicalities and who, in his likely view, are simply too fucking stupid to understand exactly what all this means. He wants the club on the cheap, and not only that, he wants us to actually pay for much of it. If you add in the money The Society would be losing on top of the contributions we'd need to make, it would actually mean that our total financial contribution over the six years would be £1,784,000 for the privilege of losing 25% of our shares, while he contributes £166,000 more than us over the same period for an increase in 48% of shareholding. You want an honest assessment? He thinks we're mugs. And sadly, going by some of the responses I've seen, he's correct to an extent. I always feared that while fan ownership is a good thing, it does leave us open to business predators who simply see an asset that is owned by a large group of people who, for the most part, aren't business-savvy. As he said today on P&B: "By the way, I think the offer has a better chance than many of you do -- if you follow politics closely, as I do, you can see examples on Twitter and message boards of a block that clearly don't like a proposal or politician, and are certain that their points are unanimous, only to see the quieter side of a voting block feel differently. As one touch-point, there was a poll on Twitter about our offer, and I believe it was 30 for / 70 against, and I think you have to consider a bit who's voting on a Twitter poll to realize that the fan-base might be more divided than this thread suggests. So, I'm not throwing in the towel." You're damn right he's not throwing in the towel. This could be one of the more lucrative deals he makes in years. Not because the club generates large sums of money but because he's basically securing a top-flight football club for less than the price of a three-bed house in Wishaw. I don't agree. The reason why he's pushing for this deal with us is because of the decision-makers and structure of the club. Could you imagine him going to someone like Roy MacGregor with an offer like this? Or even better, let's send him round to speak to Anne Budge and Hearts with a similar offer. So no, he knows that if he went to another club that was owned and run by someone from the actual business and investment world, he'd get laughed out of the building.

Something worth remembering is that this fan ownership thing was relatively new when we implemented it at the club. So, there's still a lot to tighten up and rules to be revised I'd guess. This is the first real "situation" that we've faced since implementation, and I think if we deal with it correctly we can come out the other side better for it.

To be fair to the boards of both entities, they're not really in the same position as he is. He's an individual who's trying to rescue a deal that has an incredible upside for him and his business. The boards of both club and Society can't really come out on a public internet forum and start chatting away. It doesn't work like that with such entities.