manchester united ltd.

F-1/A 1 a2210195zf-1a.htm F-1/A Table of Contents As filed with the Securities and Exchange Commission on July 16, 2012 Registration No. 333-182535 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 TO FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MANCHESTER UNITED LTD. (Exact name of Registrant as specified in its charter) Cayman Islands   7941   N/A (State or other jurisdiction of incorporation or organization)   (Primary Standard Industrial Classification Code Number)   (I.R.S. Employer Identification Number)     Old Trafford Manchester M16 0RA United Kingdom +44 (0) 161 868 8000     (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Corporation Service Company 1180 Avenue of the Americas, Suite 210 New York, NY 10036 (800) 927-9801 (Name, address, including zip code, and telephone number, including area code, of agent for service) Copies to: Marc D. Jaffe Ian D. Schuman Latham & Watkins LLP 885 Third Avenue New York, New York 10022 (212) 906-1281   Mitchell S. Nusbaum Christopher R. Rodi Woods Oviatt Gilman LLP 2 State Street 700 Crossroads Building Rochester, NY 14614 (585) 987-2800   Michael P. Kaplan John B. Meade Davis Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.  o If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  o CALCULATION OF REGISTRATION FEE   Title Of Each Class Of Securities To Be Registered   Proposed Maximum Aggregate Offering Price(1)(2)   Amount Of Registration Fee(3)   Class A ordinary shares, par value $0.01 per share   $100,000,000   $11,460   (1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes shares that the underwriters have the option to purchase to cover over-allotments, if any. (3) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.     Table of Contents The information in this preliminary prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting offers to buy these securities in any state where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 16, 2012 PRELIMINARY PROSPECTUS                          Shares Manchester United Ltd. Class A Ordinary Shares This is the initial public offering of Manchester United Ltd. We are selling                        Class A ordinary shares. We expect the public offering price to be between $               and $               per share. Currently, no public market exists for the shares. We intend to apply to list our Class A ordinary shares on the New York Stock Exchange under the symbol "MANU." Following this offering, we will have two classes of ordinary shares outstanding: Class A ordinary shares and Class B ordinary shares. The rights of the holders of our Class A ordinary shares and our Class B ordinary shares are identical, except with respect to voting and conversion. Each Class A ordinary share is entitled to one vote per share and is not convertible into any other shares of our capital stock. Each Class B ordinary share is entitled to 10 votes per share and is convertible into one Class A ordinary share at any time. For special resolutions, which require the vote of two-thirds of the votes cast, at any time that the holders of the Class B ordinary shares together hold at least 10% of the total number of ordinary shares outstanding, the voting power permitted to be exercised by the holders of the Class B ordinary shares will be weighted such that the Class B ordinary shares shall represent, in the aggregate, 67% of the voting power of all shareholders. Our Class B ordinary shares also will automatically convert into shares of our Class A ordinary shares upon certain transfers. See "Description of Share Capital � Ordinary Shares � Conversion." We are an "emerging growth company" under the US federal securities laws and will be subject to reduced public company reporting requirements. Investing in our Class A ordinary shares involves a high degree of risk. See "Risk Factors" beginning on page 16 of this prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.     PER SHARE   TOTAL   Public offering price   $     $     Underwriting discounts and commissions   $     $     Proceeds to Manchester United Ltd. before expenses   $     $     Delivery of the Class A ordinary shares is expected to be made on or about                        , 2012. The selling shareholder named in this prospectus has granted the underwriters an option for a period of 30 days to purchase an additional                        Class A ordinary shares solely to cover over-allotments. We will not receive any proceeds from the sale of the Class A ordinary shares by the selling shareholder. If the underwriters exercise the option in full, the total proceeds to the selling shareholder, before expenses, will be $               , and the total underwriting discounts and commission payable by the selling shareholder will be $               . We will not pay any of the underwriting discounts and commissions in connection with the over-allotment option. Jefferies   Credit Suisse   J.P. Morgan BofA Merrill Lynch   Deutsche Bank Securities     Prospectus dated                        , 2012 Table of Contents     Page About This Prospectus   i Prospectus Summary   1 The Offering   7 Risk Factors   16 Special Note Regarding Forward-Looking Statements   37 Exchange Rate Information   39 Use of Proceeds   40 Dividend Policy   41 Capitalization   42 Dilution   44 Selected Consolidated Financial and Other Data   45 Management's Discussion and Analysis of Financial Condition and Results of Operations   50 Business   79 Management   104 Certain Relationships and Related Party Transactions   113 Principal and Selling Shareholder   114 Description of Share Capital   116 Material US Federal Income Tax Consequences   125 Material Cayman Islands Tax Considerations   129 Ordinary Shares Eligible for Future Sale   130 Underwriting   132 Expenses Related to the Offering   147 Validity of Class A Ordinary Shares   147 Experts   147 Enforceability of Civil Liabilities   147 Where You Can Find More Information   148 Index to Consolidated Financial Statements   F-1 Until               , 2012 (25 days after commencement of this offering), all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions. Table of Contents ABOUT THIS PROSPECTUS We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, but prior to the completion of this offering we will engage in the Reorganization Transactions described in "Prospectus Summary � The Reorganization Transactions" pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd., an exempted newly formed holding company with limited liability formed under the laws of the Cayman Islands. Except where the context otherwise requires or where otherwise indicated, the terms "Manchester United," the "Company," "we," "us," "our," "our company" and "our business" refer, prior to the Reorganization Transactions discussed below, to Red Football Shareholder Limited and, after the Reorganization Transactions, to Manchester United Ltd., in each case together with its consolidated subsidiaries as a consolidated entity. Except as otherwise indicated, the term "Manchester United Limited (UK)" refers to our wholly-owned United Kingdom subsidiary, Manchester United Limited. The terms "dollar," "USD" or "$" refer to US dollars, the terms "pound sterling," "pence," "p" or "£" refer to the legal currency of the United Kingdom and the terms "€" or "euro" are to the currency introduced at the start of the third stage of European economic and monetary union pursuant to the treaty establishing the European Community, as amended. Throughout this prospectus, we refer to the following football leagues and cups: � the Football Association Premier League sponsored by Barclays (the "Premier League"); � the Football Association Cup in association with Budweiser (the "FA Cup"); � the Football League Cup sponsored by Capital One (the "League Cup"); � the Union of European Football Associations Champions League (the "Champions League"); and � the Union of European Football Associations Europa League (the "Europa League"). The terms "matchday" and "Matchday" refer to all domestic and European football match day activities from Manchester United games at Old Trafford, the Manchester United football stadium, along with receipts for domestic cup (such as the League Cup and the FA Cup) games not played at Old Trafford. Fees for arranging other events at the stadium are also included as matchday revenue. The term "first team" refers to the players selected to play for our most senior team and is comprised of the players listed on pages 86 and 87 of this prospectus. We have not authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. We are offering to sell, and seeking offers to buy, Class A ordinary shares only in jurisdictions where such offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of the Class A ordinary shares. PRESENTATION OF FINANCIAL INFORMATION We report under International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board (the "IASB"). None of the financial statements were prepared in accordance with generally accepted accounting principles in the United States. We have historically conducted our business through Red Football Shareholder Limited and its subsidiaries, and therefore our historical financial statements present the results of operations of Red Football Shareholder Limited. Prior to the completion of this offering, we will engage in the Reorganization Transactions described in "Prospectus Summary � The Reorganization Transactions" pursuant to which Red Football Shareholder Limited will become a wholly-owned subsidiary of Manchester United Ltd., a newly formed holding company. Following these Reorganization Transactions and this offering, our financial statements will present the results of operations of Manchester United Ltd. and its consolidated subsidiaries. i Table of Contents MARKET AND INDUSTRY DATA This prospectus contains industry, market, and competitive position data that are based on the six industry publications and studies conducted by third parties listed below as well as our own internal estimates and research. These industry publications and third-party studies generally state that the information that they contain has been obtained from sources believed to be reliable, although they do not guarantee the accuracy or completeness of such information. While we believe that each of these publications and third-party studies is reliable, we have not independently verified the market and industry data obtained from these third-party sources. While we believe our internal research is reliable and the definition of our market and industry are appropriate, neither such research nor these definitions have been verified by any independent source. References to our "659 million followers" are based on a survey conducted by Kantar Media (a division of WPP plc) and paid for by us. As in the survey conducted by Kantar Media, we define the term "followers" as those individuals who answered survey questions, unprompted, with the answer that Manchester United was either their favorite football team in the world or a football team that they enjoyed following in addition to their favorite football team. For example, we and Kantar Media included in the definition of "follower" a respondent who either watched live Manchester United matches, followed highlights coverage or read or talked about Manchester United regularly. Although the survey solicited unprompted responses, we do not distinguish between those respondents who answered that Manchester United was their favorite football team in the world and those who enjoy following Manchester United in addition to their favorite football team. Since we believe that each of our followers engage with our brand in some capacity, including through watching matches on television, attending matches live, buying retail merchandise or monitoring the team's highlights on the internet, we believe identifying our followers in this manner provides us with the best data to use for purposes of developing our business strategy and measuring the penetration of our brand. However, we expect there to be differences in the level of engagement with our brand between individuals, including among those who consider Manchester United to be their favorite team, as well as between those who enjoy following Manchester United. We have not identified any practical way to measure these differences in consumer behavior and any references to our followers in this prospectus should be viewed in that light. This internet-based survey identified Manchester United as a supported team of 659 million followers (and the favorite football team of 277 million of those followers) and was based on 53,287 respondents from 39 countries around the world. In order to calculate our 659 million followers from the 53,287 responses, Kantar Media applied estimates and assumptions to certain factors including population size, country specific characteristics such as wealth and GDP per capita, affinity for sports and media penetration. Kantar Media then extrapolated the results to the rest of the world, representing an extrapolated adult population of 5 billion people. However, while Kantar Media believes the extrapolation methodology was robust and consistent with consumer research practices, as with all surveys, there are inherent limitations in extrapolating survey results to a larger population than those actually surveyed. As a result of these limitations, our number of followers may be significantly less or significantly more than the extrapolated survey results. Kantar Media also extrapolated survey results to account for non-internet users in certain of the 39 countries, particularly those with low internet penetration. To do so, Kantar Media had to make assumptions about the preferences and behaviors of non-internet users in those countries. These assumptions reduced the number of our followers in those countries and there is no guarantee that the assumptions we applied are accurate. Survey results also account only for claimed consumer behavior rather than actual consumer behavior and as a result, survey results may not reflect real consumer behavior with respect to football or the consumption of our content and products. In addition to the survey conducted by Kantar Media, this prospectus references the following five industry publications and third-party studies: � television viewership data compiled by futures sports + entertainment�Mediabrands International Limited for the 2010/11 season (the "Futures Data"); ii Table of Contents � Deloitte Touche Tohmatsu Limited's "Annual Review of Football Finance 2009" (the "Deloitte Annual Review"); � an article published by Sports Business International (a division of SBG Companies Limited) in May 2009 entitled "Growing a Giant" (the "SBI Article"); � a paper published by AT Kearney, Inc. in 2011 entitled "The Sports Market" ("AT Kearney"); � industry forecasts published by MagnaGlobal (a division of Interpublic Group of Companies, Inc.) in June 2012 entitled "MagnaGlobal Advertising Forecasts 2012" (the "MagnaGlobal Forecasts"); and � an industry report publis