It is 17 weeks since the club went into administration, and Thursday's creditors' meeting could represent the last significant presence of Duff & Phelps in this saga. They have, in many ways, been among the most pivotal influences on events, not least because they are now the subject of an investigation by the Insolvency Practitioners Association.
If Ticketus and Her Majesty's Revenue and Customs vote in favour of the Company Voluntary Arrangement proposal on Thursday, Rangers will exit administration intact. If the proposal fails, the administrators have signed a binding agreement to sell the assets – Ibrox, Murray Park and the Albion car park – to a newco created by Charles Green's Sevco consortium, leaving the oldco to its liquidation fate.
Craig Whyte's plan appears to have been simply to place the club into administration and acquire the assets via a newco. Bill Miller had the intention of acquiring certain assets from the club by way of a newco, then leaving oldco to go through a CVA process before somehow reuniting oldco with newco. Green will just move on, out of necessity. He says that he wants the CVA proposal to succeed, although the tactics he and the administrators have adopted seem aggressive and needlessly antagonistic. The CVA offers more money to the creditors than the asset sale, so they are forced into a take it or leave it decision. The normal practice would be to seek more of a compromise that suits both sides.
At the weekend, Green spoke about a share issue that will raise £30m, a list of 19 signing targets, and of bringing Rino Gattuso back to Ibrox. He has also been urging fans to renew their season tickets, even although much of his rhetoric has been contradictory and the supporters do not even know what division their team will be playing in next season. In the bluster, every comment was about the money he would raise and what his consortium would do with it, while expecting the creditors to take a meagre pence in the pound compromise on a collective debt that stands at £55m, before the Big Tax Case has been resolved.
For a CVA proposal to have more likelihood of succeeding, it should contain future dividends, which offer an incentive to creditors, particularly HMRC, to vote for it. This would include a share of future transfer fees, or prize money, or broadcast revenue over a three to five-year period, which relies upon, and so encourages, the business becoming robust and healthy again. Green's CVA proposal is not even maximised for creditors, since running costs are coming out of the creditors' pot.
This is one of the inconsistencies of Duff & Phelps. They demanded that all bidders provide funds to meet running costs from June 1, over and above their bid offer, which they all did; except Green's consortium, which it is believed had funding issues. In effect, creditors are paying for the club's running costs. As might supporters.
Clause 5.15 of the CVA proposal allows Green's consortium, with the consent of Duff & Phelps, access to the secure account that will hold all season ticket and transfer revenue 28 days after a successful CVA vote. This is in the event of a CVA Trading Shortfall, which means a shortfall in running costs. Meetings have been ongoing between the accountants representing Green's consortium and HMRC, but at the weekend Green kept referring specifically to HMRC when talking about the CVA vote. At one stage he urged Rangers fans to ask their local MPs to exert political pressure. At another he said that he hoped HMRC would do the right thing for Scottish football. At no stage did he mention Ticketus, since he will already know that they will make a purely commercial decision, which is to vote in favour.
Duff & Phelps, and Green, are either counting on HMRC not wishing to be the ones who push Rangers into liquidation, or, cynically, would prefer the newco option since that is cheaper for Green. The Herald understands that Green's consortium may again have run into funding difficulties, along with lacking money to invest after the purchase. As one insolvency expert pointed out, choosing between the bidders who offer the highest price and those most likely to see the purchase through is one of the great skills of insolvency practitioners.
Duff & Phelps have seemed overwhelmed at times, although all of their decisions have been proper. The conflict of interest with Whyte put them on the back foot from the moment they arrived at Ibrox, and they then embarked on a public relations campaign. Yet on occasion they were even briefing against one of the groups bidding for the club.
The wage cut deal with the players was unusual, and had the effect of placing a time constraint on the administrator's work, and the projections drawn up for potential buyers were hopelessly optimistic. Miller withdrew more because of the reality of the financial situation than the reaction of Rangers fans. Duff & Phelps also pledged not to sell the club to "another Craig Whyte", yet by their own admission do not even know who all the members of Green's consortium will turn out to be, and so cannot judge their suitability.
As well as taking weeks to provide the paperwork for the SPL's investigation into dual contract allegations, as of the end of last week Duff & Phelps had still not provided Strathclyde Police with all the documents required for their investigation into Whyte's takeover. The combined administration and legal fees are £5.5m, more than is likely to be available to the creditors.
If the CVA proposal is successful, it will be a significant achievement. The route towards it, though, has been unconventional.
