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On 2/15/2021 at 12:28 PM, capitanus said:

 Professor Dork McChrisendale

 

Hi.

The devil is in the detail with all of this but based on what is known I think (and based on conversations with some commercial lawyers who know this stuff much better than I do) that option A offers the least risk (with a robust long term lease at peppercorn rate) and secret option C (wipe the debt and hand over the stadium) offers the most risk (as limited working capital/cash flow could impact on the security of the stadium). Option B sits somewhere in between but I wouldn’t say that it is unacceptable in principle. The view that MCT need to be tougher in negotiations over this might be right - but I wouldn’t be surprised if, in fact, MCT see options A and B as acceptable ways to minimise the risks that might arise from those potential limited working capital/potential cash flow issues. There is obviously a red flag where separating the club from its stadium is concerned - we’ve been here before and seen plenty of examples from elsewhere, so the concern is understandable - but it’s not beyond good lawyers to tie all that up.

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Kafka's head would be spinning at this. You're arguing that these proposals are designed to 'shield the stadium from creditors' when they consist of either the stadium being used as security for

Before getting into the lengthy wrongs and wrongs of this on GC's part, on a simple matter of fact, why are they talking about £2M being the figure of debt? As I understood it the debt was £2.5M when

Well this statement is not ageing particularly well, given that in spite of receiving a £500k taxpayer's grant for literally fuck-all, the current custodians of GMFC have in the following six weeks:

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17 hours ago, TRVMP said:

Does GMFC Property Ltd actually own *anything?*

No, this was a company set up when the Tall Ships was in Greenock. Dougie was hoping to make a bit of money by having the car park registered as a Tall Ships Car Park. But the folks organising the Tall Ships didn't or couldn't, I can't remember which, give a contract to a football club, as it was GMFC that owned the car park and not GC. So Dougie tried to circumvent that ruling by starting a new company the intention being that they would own the car park. But the whole thing got too complicated with time running out and the admin involved that it never came to anything. People still used the car park for parking when going to the James Watt Dock.    

Interesting that this company had been dormant for many years but has now been activated. I'm assuming that's where Crawford intends to hold Cappielow or the car park once he gets his hands on them. 

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2 hours ago, vikingTON said:

If GC keep the car park land then they're not handing over the club and ground 'for nothing'. Getting that asset is their reward for decades of mismanagement, whether it is on their books proper or hived off into another family-controlled holding company. Let's not kid ourselves into thinking that the Raes have a responsibility to their hedge fund backers - all assets are going into the same pot. 

That said, if GC had opened the discussion of option 2 with a figure of £500k outstanding debt, then I'd have been willing to hold my nose and support a negotiated deal from that starting point. £20k over 25 years for example would not be too high a price to get shot of them for good and secure the club's main asset. That they have the brass neck to ask for £2 million only further confirms that they are not acting in good faith, and therefore we need to be clear of their influence all the sooner. 

Neither option is acceptable after their conduct over the past twelve months and neither provides any credible security for the future of the club. 

I said the club and the ground. I didn’t include the car park in that, but in fact as it came as part of the package (IIRC) the same comment applies. The debt run up has not added value to the club or the ground (or the car park for that matter). It’s a debt run up by running the club at a loss. The loss could be offset against GC profits for tax purposes and so GC could in effect get some of their £2 million back that way. Not that £2million should be the appropriate figure anyway as our MCT money was to have been leveraged to reduce the debt figure.

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"Any nation given the opportunity to regain its national sovereignty and which then rejects it is so far beneath contempt that it is hard to put words to it."

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36 minutes ago, TRVMP said:

This wouldn't be so jaw-droppingly disingenuous if you at least acknowledged that:

1) Golden Casket may also suffer from cash flow problems one day

2) In the case of these cash flow problems, retaining ownership of a ground on which they make no money, hosting a club that they have no financial interest in, may not be their top priority, against (for example) trying to preserve jobs at Fort Matilda and saving their core business of confectionery marketing. 

"But the ground is zoned for sporting use - they couldn't just flog it on the open market," you might say. True - then why isn't it equally true for Morton? 

The facts of the matter are these: the paper value of the ground is identical regardless of who owns it, and while it's certainly true right now that GC is in good shape and Morton is (to put it mildly) not a roaring commercial success, there is no guarantee that GC will remain profitable forever. And it's also true that of the two parties, Morton Ltd has far more reason to seek to preserve the asset than does a hypothetical Golden Casket that enters choppy waters. 

And all of the above, by the way, assumes the best will in the world on the part of GC. I for one wouldn't grudge them disposing of the ground if it meant saving Fort Matilda, if it came to that. If we assume instead not even malice but simply business realism on the part of the Raes then we ask why they wouldn't at least quietly lobby for a rezoning of Cappielow, at which point their asset becomes much more valuable and their credit lines extended commensurately. 

I don't care how friendly you are with him - we simply cannot pretend that club ownership of the ground carries risks that, GC ownership doesn't without considering the entirety of the scenario, and that's one that has far more moving parts than you're letting on. 

You have, once again, shown up my dastardly intent (albeit once again by ascribing to me words I haven’t said and thoughts I haven’t had). Until next time.

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You said Option C offered the most risk as a cash flow problem could impact the stadium's security. Is such a risk unique to Morton? No, plainly not. So is your description of Option C - which you so bravely and non-greasily assign to a panel of expert lawyers, conveniently unnamed - in any way complete? No, it's not.

You and the Raes are putting across only things advantageous to you - which is fine, that's business - but it's dishonest in the extreme, real shyster stuff, not to even acknowledge risks in the other direction. 

The stadium was just resting in my account

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Of course there are risks in all directions - that’s why I said that (in my view, I don’t claim this to be universal truth descended from on high) the least risk (not NO) is with option A and the most (not ALL or ONLY) risk is with (what I’ve called) option C (I think in this case any potential working capital/cash flow issue is probably more immediate), and why I’ve also said the devil is in the detail with regard to each of these options. I don’t think we know enough at the moment to make an informed decision.

I don’t subscribe to the view that options A and B are unacceptable off the bat - I just think we need to have more details about eg the terms of the lease (A) or standard security (B) if we are to choose between them. But it’s worth saying, because I think you have a misconception about my relationship with them, that ‘[Me] and the Raes’ are putting nothing forward - the relationship you think we have exists only in your mind (and I can’t even begin to imagine what you think is the advantage to me in any of these options). The Raes and MCT have negotiated these options and I assume feel comfortable enough with them to put them to consultation at this stage. I’m trying to make sense of these options as much as anyone else.

So, to repeat, the devil is in the detail - but my hunch off the bat is that, say, a long term lease, at a peppercorn rate, with no break clause etc (if that’s an option - we need more info) possibly presents the least risk as opposed to working around a standard security or taking on the asset with limited working capital. I’m sure others will have different opinions. 

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I'm talking about your reasoning of why the risk exists, not your relative ranking. If "cash flow instability" is a risk factor, it needs to be applied across the board, otherwise your analysis selectively excludes a variable. It would, of course) as I acknowledged) be perfectly reasonable to say that a risk of cash flow problems at GMFC is greater - right now significantly greater - than that of GC. But it's not non-existent, and more importantly, as we are talking about a long-term arrangement here from a company whose interest in Morton is only likely to decrease, it's one that despite its relative unlikelihood has a much greater scope for severity if and when it happens. To not even note these things is disingenuous. 

"The devil is in the details" indeed - it has not escaped your notice how fluid these details have been so far, nor that in literally, without exception - , every single case so far - any uncertainty of details has ended up tilting the board further in favor of the Raes. (I put this down to MCT's naivete, rather than the Raes' being uniquely evil.) What reason have we for confidence - in either direction, GC's or MCT's - that they can tie any of this up effectively? 

What misconception do you think I have, specifically? I believe you are friends with Crawford - I believe this because you've said so publically. I believe that you have a decent working relationship with him, because of the (admirable) interaction between the club and the Community Trust. And I suspect - but of course can't prove - that you spout ridiculous, easily-disproven falsehoods about the cost of ground maintenance and the sulf-sustainability of the youth system out of friendship and loyalty to him. (Certainly I don't think you're under any kind of marching orders, because Crawford is smart enough to keep his mouth shut about these matters.) I'm not sure why this wounds you so much. If every time MCT made a statement I stuck my oar in with similar input, and if I was involved in a company or trust with close ties to MCT, I'd expect people to make the obvious connection. 

 

The stadium was just resting in my account

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12 minutes ago, TRVMP said:

I'm talking about your reasoning of why the risk exists, not your relative ranking. If "cash flow instability" is a risk factor, it needs to be applied across the board, otherwise your analysis selectively excludes a variable. It would, of course) as I acknowledged) be perfectly reasonable to say that a risk of cash flow problems at GMFC is greater - right now significantly greater - than that of GC. But it's not non-existent, and more importantly, as we are talking about a long-term arrangement here from a company whose interest in Morton is only likely to decrease, it's one that despite its relative unlikelihood has a much greater scope for severity if and when it happens. To not even note these things is disingenuous. 

"The devil is in the details" indeed - it has not escaped your notice how fluid these details have been so far, nor that in literally, without exception - , every single case so far - any uncertainty of details has ended up tilting the board further in favor of the Raes. (I put this down to MCT's naivete, rather than the Raes' being uniquely evil.) What reason have we for confidence - in either direction, GC's or MCT's - that they can tie any of this up effectively? 

What misconception do you think I have, specifically? I believe you are friends with Crawford - I believe this because you've said so publically. I believe that you have a decent working relationship with him, because of the (admirable) interaction between the club and the Community Trust. And I suspect - but of course can't prove - that you spout ridiculous, easily-disproven falsehoods about the cost of ground maintenance and the sulf-sustainability of the youth system out of friendship and loyalty to him. (Certainly I don't think you're under any kind of marching orders, because Crawford is smart enough to keep his mouth shut about these matters.) I'm not sure why this wounds you so much. If every time MCT made a statement I stuck my oar in with similar input, and if I was involved in a company or trust with close ties to MCT, I'd expect people to make the obvious connection. 

 

 

Don’t get me wrong, it doesn’t wind me up at all (though it might wind you up given that you can’t wait til I “fuck off with the Raes...”) . I just think your misconceptions here - eg about the nature of our relationship - colours how you read my posts and explains why you wrongly think they are disingenuous and why you wrongly say that I spout “ridiculous easily disproven falsehoods”. It’s what leads you to ‘prove’ that I supported cuts by quoting a post in which I explicitly said the opposite, and why you jumped in with two feet when Ray McKinnon left accusing my answer to another poster’s question about how someone might leave without comp so easily and early (I suggested a break clause might be one possible explanation) as being yet more pro-Rae spin. Far be it from me to call out your ridiculous and easily proven falsehoods, however.

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8 minutes ago, cmdc said:

Don’t get me wrong, it doesn’t wind me up at all (though it might wind you up given that you can’t wait til I “fuck off with the Raes...”) . I just think your misconceptions here - eg about the nature of our relationship - colours how you read my posts and explains why you wrongly think they are disingenuous and why you wrongly say that I spout “ridiculous easily disproven falsehoods”. It’s what leads you to ‘prove’ that I supported cuts by quoting a post in which I explicitly said the opposite, and why you jumped in with two feet when Ray McKinnon left accusing my answer to another poster’s question about how someone might leave without comp so easily and early (I suggested a break clause might be one possible explanation) as being yet more pro-Rae spin. Far be it from me to call out your ridiculous and easily proven falsehoods, however.

It absolutely does wind me up. I freely admit that I care about our club. Seeing you leap to the Raes' defence - reflexively, constantly, and in literally every scenario so far - grates when you're so comparatively close to them and you've seen so much of what's happened over the past few years. Is this foolish, to get invested like this? Probably. But it's not something I feel bad about, or feel anxious to change. It is distressing to me that we are facing an existential threat and that so many people are just going along with it. And it's frustrating to me that there are people actively trying to make the situation worse for the club in the name of what is a pretty transactional friendship. 

Your relationship with Crawford absolutely colors how I read your post and I'd suggest that if you wanted to represent some Platonic ideal, you would in literally one occasion out of every hundred even begin to acknowledge - without my prompting - any possible objection to the party line. As it stands, getting you to admit that cash flow issues aren't the sole provenance of Morton took three posts. It's not controversial, I'm not asking you to renounce a religion, it's the most simple. "apply a variable to two scenarios" case there is, but you never do it unless people insist on it.

This does upset me. I have no problem admitting this, none whatsoever. The people who have got themselves in a position where they can do something - you and Nick - are using it to remove the stadium from the club's control. Of course I'm angry at myself for not doing more when it counted, that's part of it as well. But today we are where we are, and it's spreadsheets and handshakes and carefully-worded statements from now until summer, when Morton are left without any fixed assets whatsoever, all so the Raes don't have to make good on their patriarch's promise. 

The stadium was just resting in my account

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On the ridiculous and easily disproven: the idea that I am in a position of influence here is bettered only by the idea that I’m now using this invented influence to deprive the club of its stadium. It’s total fantasy stuff. As was your claim that I leapt to the Raes’ defence over budget cuts or over McKinnon’s contract. Or that you “got out of me” that there are risks on all sides here when I posted that there are risks on all sides - I mean, get over yourself. But you can always fall back on my disingenuity and round and round it goes.

As far as I can see there are two realistic options - some form of transfer and lease back, or ownership and some form of standard security - and an ‘ideal’ solution of the club owning the stadium without any security/debt that is coming through in the responses posted publicly to the consultation that, maybe wrongly, I suspect isn’t on the cards. I don’t have any more insight or influence here than you or anyone else on this forum about how these options have arisen or what the details of each might look like. My basic - and I think uncontroversial - view is that we need to know more about them if we are to make an informed choice, that none of the options are unacceptable in principle and - having spoken to some people who do these kinds of deals on a daily basis in order to make sense of them - that it is possible that option A presents the most straightforward way to secure the stadium. Reasonable people will reasonably disagree with that. That’s fine - I don’t have a firm view myself yet let alone a line to sell. 

 

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25 minutes ago, cmdc said:

On the ridiculous and easily disproven: the idea that I am in a position of influence here is bettered only by the idea that I’m now using this invented influence to deprive the club of its stadium. It’s total fantasy stuff. As was your claim that I leapt to the Raes’ defence over budget cuts or over McKinnon’s contract. Or that you “got out of me” that there are risks on all sides here when I posted that there are risks on all sides - I mean, get over yourself. But you can always fall back on my disingenuity and round and round it goes.

As far as I can see there are two realistic options - some form of transfer and lease back, or ownership and some form of standard security - and an ‘ideal’ solution of the club owning the stadium without any security/debt that is coming through in the responses posted publicly to the consultation that, maybe wrongly, I suspect isn’t on the cards. I don’t have any more insight or influence here than you or anyone else on this forum about how these options have arisen or what the details of each might look like. My basic - and I think uncontroversial - view is that we need to know more about them if we are to make an informed choice, that none of the options are unacceptable in principle and - having spoken to some people who do these kinds of deals on a daily basis in order to make sense of them - that it is possible that option A presents the most straightforward way to secure the stadium. Reasonable people will reasonably disagree with that. That’s fine - I don’t have a firm view myself yet let alone a line to sell. 

 

Well... did you get it out of yourself? No, because you literally never acknowledge any externality, any single downside to an advantageous argument unless someone prompts you to.

Normal people, in a normal setting, in a good faith discussion - when there's no incentive other than grasping towards a beneficial conclusion - take the few seconds to ask themselves: am I accurately reflecting the facts? Am I applying as stringent a standard to myself as I would my opponent?

You NEVER do either of these things. Unless you're tediously cajoled into it, you will NEVER acknowledge anything than the rosiest possible picture. There's no exaggeration here - you won't admit a single externality unless someone serves it up in front of you. And even then, it's always a smirking, arch, tee-hee-wait-and-see allusion to nebulous "details". Such details have been under discussion for months, but whatever, it's just details. By the time you've poisoned this well - as you did with the feasibility study, as you did with the costs of ground maintenance, as you did with the costs of the youth system - off you waddle to the next one. 

Doubtless you'll wait juuuust long enough for the "details" to come out on this one, and then they won't come out, and then it'll be July, and the club won't have a stadium anymore. But it's alright, you deftly played both sides and were a model centrist throughout, and most of all at no time were you annoyed. 

I'm obviously in no position to tell you what to do, but I'm sure you'll agree that I've harangued you enough, so I'll leave it at that, permanently. 

The stadium was just resting in my account

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9 minutes ago, TRVMP said:

Well... did you get it out of yourself? No, because you literally never acknowledge any externality, any single downside to an advantageous argument unless someone prompts you to.

Normal people, in a normal setting, in a good faith discussion - when there's no incentive other than grasping towards a beneficial conclusion - take the few seconds to ask themselves: am I accurately reflecting the facts? Am I applying as stringent a standard to myself as I would my opponent?

You NEVER do either of these things. Unless you're tediously cajoled into it, you will NEVER acknowledge anything than the rosiest possible picture. There's no exaggeration here - you won't admit a single externality unless someone serves it up in front of you. And even then, it's always a smirking, arch, tee-hee-wait-and-see allusion to nebulous "details". Such details have been under discussion for months, but whatever, it's just details. By the time you've poisoned this well - as you did with the feasibility study, as you did with the costs of ground maintenance, as you did with the costs of the youth system - off you waddle to the next one. 

Doubtless you'll wait juuuust long enough for the "details" to come out on this one, and then they won't come out, and then it'll be July, and the club won't have a stadium anymore. But it's alright, you deftly played both sides and were a model centrist throughout, and most of all at no time were you annoyed. 

I'm obviously in no position to tell you what to do, but I'm sure you'll agree that I've harangued you enough, so I'll leave it at that, permanently. 

Absolutely bonkers.

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The most bonkers posts here are those suggesting that a football club owning their stadium and having no debt while having cash flow difficulties constitutes a greater risk than having cash flow difficulties while their stadium is owned by a third party or they are liable for a huge debt to a third party secured against their stadium.

To say that the two latter scenarios present a smaller risk than the former presumes eternal goodwill and good intentions towards the football club on the part of thr third party, and that the third party will always be in a stable financial position itself.

Neither of those things can be guaranteed in the case of the third party in question, and in fact there's an increasing mountain of evidence that Golden Casket have nothing but malign intentions towards the football club. A significant aspect of that evidence is the fact they've negotiated these asset-stripping proposals in the first place.

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Brian Wake my Lord, Brian Wake

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55 minutes ago, dunning1874 said:

The most bonkers posts here are those suggesting that a football club owning their stadium and having no debt while having cash flow difficulties constitutes a greater risk than having cash flow difficulties while their stadium is owned by a third party or they are liable for a huge debt to a third party secured against their stadium.

To say that the two latter scenarios present a smaller risk than the former presumes eternal goodwill and good intentions towards the football club on the part of thr third party, and that the third party will always be in a stable financial position itself.

Neither of those things can be guaranteed in the case of the third party in question, and in fact there's an increasing mountain of evidence that Golden Casket have nothing but malign intentions towards the football club. A significant aspect of that evidence is the fact they've negotiated these asset-stripping proposals in the first place.

I think you’ve maybe missed the point here - what I’ve said is that what constitutes the greater risk depends on the terms of the negotiations. If, for example, you have a robust long term lease, at a peppercorn rate, with no break clause etc then you aren’t relying on goodwill so much as you are relying on a legally binding undertaking. Same if you place restrictions upon the capacity of GC to call in any debt secured against the stadium, albeit with a bit more complexity and therefore room for ambiguity. As a pure matter of commercial law or banking and insolvency practice it is far from bonkers to to look at ways to shield the stadium from creditors and it is very possible - depending on the terms! - that the most straightforward and least risky option is its transfer and lease back. But - as much as Ewan has criticised me for saying so - here the details really matter. There’s a thin line between stripping an asset and protecting it from insolvency processes.
 

MCT seem confident in their ability to raise more revenue and to make the running of the club more efficient but equally aware that, with limited working capital, further pandemic restrictions or a particularly severe winter impact on home matches could bite quite quickly. There are significant risks in all directions, so the question becomes what is the most robust way to mitigate those risks. The options presented by GC/MCT each have their merits in that regard as well as their red flags. The only firm view I have on any of this is that, to make an informed choice, we need to know more a bit more still about what each option looks like.

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I don't think anyone disagrees with the need for more detail, or even the fact that the two options need to be compared (assuming that these options are, in rough principle, a final offer in terms of valuation).

What most folk disagree with is this assumption that the Raes valuation of both the debt and the club's assets are a reasonable position based in realistic debt recovery assessments. As things stand, both options present long term risks to the club from a claim to the £2m/the stadium by a 3rd party. There is also a potential (admittedly more tenuous) ongoing risk of claim to the debt/stadium, should the club secure significant funding in the future, such as e.g. a new buyer or e.g. investment to build a new main stand. Id like to see a time limit placed on the GC agreement for that reason, which I'm sure they'd be more than happy to accommodate for a paper debt.

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41 minutes ago, cmdc said:

I think you’ve maybe missed the point here - what I’ve said is that what constitutes the greater risk depends on the terms of the negotiations. If, for example, you have a robust long term lease, at a peppercorn rate, with no break clause etc then you aren’t relying on goodwill so much as you are relying on a legally binding undertaking. Same if you place restrictions upon the capacity of GC to call in any debt secured against the stadium, albeit with a bit more complexity and therefore room for ambiguity. As a pure matter of commercial law or banking and insolvency practice it is far from bonkers to to look at ways to shield the stadium from creditors and it is very possible - depending on the terms! - that the most straightforward and least risky option is its transfer and lease back. But - as much as Ewan has criticised me for saying so - here the details really matter. There’s a thin line between stripping an asset and protecting it from insolvency processes.
 

MCT seem confident in their ability to raise more revenue and to make the running of the club more efficient but equally aware that, with limited working capital, further pandemic restrictions or a particularly severe winter impact on home matches could bite quite quickly. There are significant risks in all directions, so the question becomes what is the most robust way to mitigate those risks. The options presented by GC/MCT each have their merits in that regard as well as their red flags. The only firm view I have on any of this is that, to make an informed choice, we need to know more a bit more still about what each option looks like.

In simple terms - the Raes price for the club is; the carpark and a massive, perpetual sell-on clause.

The vast majority of the £2m figure just isn't recoverable for GC/the Raes without a protracted, uncertain sales process with significant public opposition and significant reputational harm to GC/the Raes.

Im not talking about technical definitions here, im talking about the actual, real-world deal to be agreed between buyer and seller - it isn't debt, its Dougie's money that's been spent. 

If they come back to the table with a more realistic number that wouldn't either a) potentially kill the club stone dead or b) ward off future investment in perpetuity then the details of the options start to look more reasonable.

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41 minutes ago, vikingTON said:

Why isn't that 'on the cards' in an ongoing negotiation between buying and selling parties? Let's assign agency to those negotiating and rephrase this to show exactly what the problem is:

'The Raes are not willing to part with both the stadium and the club that they've run into the ground, unless they get 'their' money back.' 

The sole obstacle to the club having a fresh start right now is the entitled intransigence of its current owners. It is not some accident of fate.

I suspect it isn’t on the cards - it might be - because it doesn’t look to me like either party wants it, at least in the short-medium term. From what we know, but who knows what is happening in the negotiations, there seems to be some common ground about the need to shield - or the desirability of shielding - the stadium from creditors.

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