Since the Glazers sold 27.7 per cent of Manchester United in February 2024, discussion of the ‘drag-along’ rights that could compel Sir Jim Ratcliffe to relinquish have been confined to whispers.
The issue of the binding agreement, which is detailed in United’s own SEC filings, has understandably been lost in the broader, more emotionally-charged conversation about the club’s atrophy on the pitch, its personnel overhaul, and – in the last few weeks, at least – its retail therapy in the transfer market.
We’re used to throwing around big numbers in football, the latest being the £66.5m-plus paid to bring Benjamin Sesko to Old Trafford, whose transfer fee would have been dwarfed by the £120m at which Brighton were understood to have valued Carlos Baleba.
The South Coast club have now insisted the midfielder is staying put, but even without him, United have spent north of £200m this summer with no fees recouped from sales.
Player From Fee
Benjamin Šeško RB Leipzig £66.5m + £7.4m add-ons
Bryan Mbeumo Brentford £65m + £6m add-ons
Matheus Cunha Wolves £62.5m
Diego León Cerro Porteño £3.2m + £3.8m add-ons
Enzo Kana-Biyik Le Havre Free
Manchester United’s 2025 summer signings so far
But the most stupefying numbers? They’re reserved for conversations between the owners.
Most analyses value Manchester United at close to £5bn, twice the world-record figure Todd Boehly and Clearlake Capital paid for Chelsea.
In United’s case, there is a handy barometer in the initial £1bn Ineos committed to pay for just over a quarter of the club 18 months ago.
Their total stake is now 29 per cent, following a further £237m investment in December last year.
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And as of the beginning of August, a clause is active that could effectively force Sir Jim Ratcliffe to sell the entirety of that stake as part of a full takeover of the club.
Diagram showing the ownership and voting structure of Manchester United, broken down between Ineos and Sir Jim Ratcliffe, the Glazers, and the NYSE shareholders
Manchester United ownership diagram Credit: Adam Williams / United in Focus / GRV Media
If the six Glazer siblings accepted an offer above $33 per share for outright control of United – whether from a sheikh, a private equity titan, or anyone else the Premier League deems fit and proper – then Ratcliffe would have no choice. He would be legally obliged to sell.
We know that majority ownership regime is open to a full sale. When they announced in November 2022 that they were “commencing a process to explore strategic alternatives”, they weren’t just stress-testing their valuation.
The dividend well had dried up, the European Super League gravy train had come off the rails, and the inferno of hatred from Man United fans would make even the thickest-skinned investor’s blood run cold. They wanted out – but at a price that suited them.
Joel Glazer and Avram Glazer attend a Man United training session
Photo by Michael Regan/Getty Images
The problem was that no would-be buyer presented a big enough number. Sheikh Jassim’s bid was close to £5bn, but the Qatari banker failed to provide sufficient proof of funds. Football clubs have simultaneously become so expensive and so revenue-negative that, for a superpower like Manchester United, the market is very, very thin.
But that may not always be the case. Reportedly, the Glazers appraisal of United is closer to £6bn. So, if a buyer ever came to the table with kind of offer, what is stopping them from selling?
The Glazers’ drag-along rights explained
The ‘drag-along rights’ are detailed in the related-party transactions section of United’s last annual report.
“In the investment agreement, the drag-along rights are in existence for as long as the Glazers family are the majority shareholder,” explains Jamie Bajwa, former equity research analyst for Goldman Sachs and chief financial officer at Velocity Black, speaking exclusively to UIF.
“Basically, 18 months after the closing date of Sir Jim Ratcliffe’s investment, the Glazers have the ability to force all other shareholders – including INEOS – to sell their shares.
“Now, the conditions upon that are that it can only be invoked if the board, which includes Ineos appointed representatives, votes in favour of a full sale, and they must notify Ineos of the material conditions of the sale.
Sir Jim Ratcliffe attends a Manchester United match at Old Trafford
Photo by Ash Donelon/Manchester United via Getty Images
“The other element, which is an important point to note, is that if it is in this three-year holding period where INEOS effectively have full day-to-day operational control, there is a minimum price which any buyer needs to pay. That’s $33 per share. That was Sir Jim’s entry point. So, he would effectively get his money back, minus the £300m or so he has injected.
“The reality of how the ‘material conditions’ detailed in the agreement would work is that, if there was an offer that the board approved of, that is when this would start to come into play and INEOS would get a heads-up that it was coming.
“The board, who are responsible for the long-term health of the club, would say ‘we’re approving this deal and given that the majority shareholders are also in favour of it, we are invoking our right to force you to sell your shares.’ Ratcliffe wouldn’t lose out on the money he has paid for his shares.
“The makeup of the board is you have the six Glazers, two Ineos representatives, and two non-executives. Ineos and the Glazers have the right to appoint members. The only reason to change the board structure would be if there was a change in the ownership structure first.”
The Glazer family’s motives for Man United auction process
There is no indication that the Glazer family are actively courting offers for the asset they bought via a leveraged buyout in 2005, but the very fact that they put United up for sale in 2022 suggests they would at least consider any viable proposals they receive.
“It depends on the Glazers’ motives, and we don’t know them for certain,” says Bajwa, who is a United supporter and writes regularly about the club’s finances via his Sub-Prime Goals alias.
“There are a few things to note here. The reality is that the Glazers have not been successful operators of Man United. During the early days, they were very successful at optimising the commercial aspect. But, as they have wasted hundreds of millions of pounds on the pitch, results have slipped.
“Even the commercial side of the business has now slowed down. It has grown at two per cent per annum since 2016. That is significantly below sports sponsorship market inflation. So, them initially sounding out investment, in my eyes, probably indicates a few things…
Chart depicting Manchester United's commercial revenue vs the Big Six for United in Focus
Man United commercial income vs Big Six graph Credit: Adam Williams/United in Focus/GRV Media
“They wanted to understand the valuation they could get and therefore the cash they could get, which could then be redirected to other business endeavours.
“They listened to offers of a full sale. Linking to cash, debt may have also become more difficult to get given the financial position of the business too.”
United’s current enterprise valuation – how much could the Glazers or Ineos get?
Football club values at the elite end only trend one way on a graph: up and to the right.
United’s growth has been somewhat slower in recent years, however. UIF recently spoke with Brand Finance, for example, who said that United’s brand has been devalued by £172m over the last year and their enterprise value is, by their methodology, around £3.2bn.
Other analysis from the likes of Forbes, Football Benchmark, Sportico et al are a little more bullish, but the general consensus is of a club whose value is not where it should be given the head start they have had over all but a handful of teams in world football.
“We don’t know if the valuation expectation has stayed the same,” says Bajwa.
“On one hand United are adjusting their cost structure and recent deals in the sports industry show significant valuations, but results on the pitch are yet to improve – and that will be the biggest mover on United’s valuation.
“But then, if you look at it from an investor perspective, I would question whether the number of prospective buyers for Man United has actually increased. They didn’t qualify for the Champions League, they are still in the process of restructuring the men’s first-team wage bill, and by the looks of it they may have taken on more debt to fund the latest transfer spend.
Chart showing Manchester United's gross debt position since the Glazer family's leveraged buyout
Manchester United gross debt 2024-25 Credit: Adam Williams/United in Focus/GRV Media
“So, while some difficult decisions have been made, a new buyer would still have to do a lot of the work to actually realise some value. You still have to pay the same price that Sir Jim paid and you’d potentially have to go through another round of senior leadership upheaval because the current team have been hired by Ineos.
“As an asset owner, you are going to extract the maximum value you can. The Glazers own one of the biggest sports brands in the world, so they are going to hold out for the highest price they possibly can.
“Bearing all of those things in mind, I think if the Glazers wanted to sell and they got their price, they probably would. The question is: would an investor be willing to pay a higher price now given the current situation and the work that still has to happen?
Sir Jim Ratcliffe’s first right of refusal
“Both sides have a right of first offer to purchase Class B shares before they are sold to any third party,” Bajwa explains, discussing the intricacies of the drag-along rights.
United’s corporate structure is such that the Class B shares, which are owned by Ratcliffe and the Glazers, command far greater voting power than the Class A shares, which are those sold on the New York Stock Exchange and owned by investment groups such as Lindsell Train and Ariel Investments, as well as private investors.
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“That clause is active unless the Glazers and Ineos are transferring shares between each other, or a permitted transferee – another family member, for example.
“In the case of the Glazers, the transfer would be part of a full sale that meets the required conditions.
And in the case of Ineos, they don’t have to give the Glazers the right of first offer [to sell their own shares] if they remain the majority shareholder or if it is after the three-year operating partner window.”
Does Ratcliffe have the cash for a full takeover himself?
Naturally, Ratcliffe’s finances have been scrutinised heavily since he became United’s single largest individual shareholder.
Ineos, the main source of his wealth, have cut back significantly on sponsorship and are reportedly looking to sell OGC Nice, their investment in French football.
Their credit rating has also been downgraded by several agencies, and delays to the opening of a new plant in Antwerp are said to have impacted cashflow. They will have also taken a financial hit after being forced to recall 7,000 of their electric 4×4 vehicle, the Grenadier.
So, Ratcliffe has the right to match any offer the Glazers receive, but does he have the resources?
Bajwa says: “There are two people who properly understand Ratcliffe’s wealth liquidity – and that’s Sir Jim Ratcliffe and his wealth advisor.
Name Rank in top 500 richest people Net worth Club(s)
Abu Dhabi sovereign wealth – $1tn Manchester City
Saudi Public Investment Fund – $930bn Newcastle United
Qatar sovereign wealth – $525bn PSG, Braga
Bernard Arnault 4 $189bn Paris FC
Mark Mateschitz 80 $23.4bn Red Bull clubs
Stan Kroenke 85 $22.8bn Arsenal, Colorado Rapids
Philip Anschutz 86 $22.8bn Los Angeles Galaxy
David Tepper 87 $22.4bn Charlotte FC
Francois Pinault 90 $22.1bn Stade Rennais
Dietmar Hopp 112 $18.4bn 1899 Hoffenheim
Jim Ratcliffe 200 $12.4bn Man United, Nice, Lausanne
Hansjoerg Wyss 218 $11.9bn Chelsea, Strasbourg
Josh Harris 224 $11.7bn Crystal Palace
Simon Reuben 227 $11.5bn Newcastle United
David Reuben 228 $11.5bn Newcastle United
Dmitry Rybolovlev 246 $11.1bn AS Monaco
Mark Walter 252 $10.9bn Chelsea, Strasbourg
Dan Friedkin 253 $10.9bn AS Roma, AS Cannes, Everton
Shahid Khan 307 $9.33bn Fulham
Nassef Sawiris 324 $8.95B Aston Villa, Vitoria
Daniel Kretinsky 402 $7.69B West Ham, Sparta Prague
Joe Lewis 405 $7.66B Tottenham
Todd Boehly 426 $7.28B Chelsea FC, Strasbourg
Richest private owners in football, sourced from Bloomberg Billionaires Index
“What I would say is that we know from the offer document is that Ratcliffe wanted the B shares, which are the ones with more voting power. They presented a deal structure which allowed either the Glazers to sell their shares to Ratcliffe in a staggered manner, so you can make an inference that, at the very least, he thought he would have the funds in a four or five-year time horizon to buy those shares. That, to me, suggests he wanted full control but he didn’t have the funds available at the time that he thought he would in the future.
“It would be odd to present an offer like this unless you assume operating control without taking on the full financial asset. There are clearly going to be questions about whether he can afford it.”
The role of United’s NYSE minority shareholders
The Glazers raised around £150m from their initial public offering of United Stock on the New York Stock Exchange back in 2012, having de-listed the company from the London Stock Exchange back in 2005.
A by-product of that process is that United now must file quarterly financial reports, detailing their finances in far greater detail than every other Premier League club. The owners also now have a fiduciary duty to their retail and institutional shareholders. So what role might they play, if any, in a would-be takeover process?
Manchester United Executives Ring Opening Bell At New York Stock Exchange
Photo Ben Hider/Getty Images via NYSE Euronext
“Something that came out in the offer document was there was a deal structure that the Glazers were happy with but which the board pushed back on,” says Bajwa, “because that would have broken SEC rules and risked litigation because of different prices being offered for different share classes.
“The share price at the moment is about $17-18. If they got an offer of $33 or higher, in the current market, I don’t think there would be many politics standing in the way. That’s an incredible return. Close to a 100 per cent premium for any listed asset when it gets bought out is pretty good.”
How the European Super League affect the Glazers’ business plan
The Glazers’ other major sports investment, the NFL side Tampa Bay Buccaneers, are a money-printing machine. Unlike United, the franchise league they operate in guarantees profits and dividends every year.
The star-crossed European Super League which was launched and promptly collapsed in April 2021 was their attempt to replicate that model in football. The family was one of the driving forces behind the project.
“The Glazers probably had to make a timeline change and maybe a downward revision on expectations,” Bajwa explains when discussing how the Super League may have affected the Glazers’ outlook.
“With the Super League, we may not get the form that was originally presented, but the reality is that, with competitions like the Club World Cup and the expanded Champions League, we are moving to a place where the bigger teams are de-facto getting more share of revenue in an annuity style.
Manchester United fans protest with a 'Glazers out' banner at Old Trafford
Photo by Catherine Ivill/Getty Images
“While the Super League isn’t going to be there in full force, you are still getting some of the same financial benefits from it.
“The timeframe you could fully ‘monetise’ Man United has been elongated and the best-case upside has come down a little, but you have still got to sort out the day-to-day operations and get the club functioning well. At that point, they can get a better price, but that’s where the three-year time window that Ratcliffe has to get these funds together comes in. Those are the dynamics at play.”