Birmingham City FC
Knighthead Capital Management acquisition · 7 May 2023
- Seller
- Birmingham Sports Holdings Limited
- Stake acquired
- 45.6%
- Control
- Yes
- Reported consideration
- ~€11.6m
- Implied equity value
- ~€25.5m
- League
- EFL Championship
- Country
- England
- Confidence
- HIGH
Buyer profile: Knighthead Capital Management: clubs owned, where they buy next
Knighthead Capital Management acquired an initial 45.6% of Birmingham City FC from Birmingham Sports Holdings Limited, announced 7 May 2023, closing 13 Jul 2023.
Reported consideration was ~€11.6m. The stated 100% equity value was ~€25.5m. ~€36.8m of debt was assumed or restructured.
Nearest pre-acquisition revenue was €20.4m (FY 2021/22), an equity value / revenue multiple of 1.25x.
- Announced
- 7 May 2023
- Closed
- 13 Jul 2023
- Stake after transaction
- 45.6%
- Status
- completed
Reported consideration
What the buyer reportedly paid for the stake
Implied 100% equity value
Calculated: consideration ÷ stake acquired
Reported club valuation
Enterprise value
Only shown when debt/cash near the transaction date is established
Debt assumed / restructured
Primary capital injection
Total announced investment commitment
Commitments are not purchase price and not valuation
Nearest pre-acquisition financial year: 2021/22
Revenue
Wages
EBITDA
Net debt
Net income
Knighthead Capital's Shelby Companies Limited completed acquisition of a 45.64% stake in Birmingham City Plc plus full ownership of the St Andrew's stadium company from listed vehicle Birmingham Sports Holdings Limited (HKEX: 2309) on 13 July 2023, following an EGM approval the same day; BSH was renamed ZO Future Group shortly after. Despite BSH being a Hong Kong-listed entity with regulatory disclosure obligations, no party publicly disclosed a cash purchase price for the stake or the stadium in the sources we could verify — this is a case where a stock-exchange-listed seller still leaves consideration UNDISCLOSED in the sources found, likely because the operative HKEX circular (not independently fetched here due to a 403 block) may contain figures we could not access directly.
The 45.64% stake, while short of 100%, gave SCL full operational and boardroom control per the press release, consistent with Knighthead's later moves toward full ownership. Pre-acquisition revenue is taken from the last filed full financial year (FY ended 30 June 2022, £17.55m per specialist analyst almajir.net), since FY2022/23 accounts (to 30 June 2023) were not yet filed at the July 2023 completion date. No implied equity value or revenue multiple can be calculated without a disclosed consideration figure.
- PR Newswire — "Knighthead Completes Birmingham City Football Club Acquisition" ↗Tier 1 · primary company
2023-07-13 — “Shelby Companies Limited (SCL), an affiliate of Knighthead Capital Management LLC, completed its transaction with the majority owners of Birmingham City Football Club, including Birmingham Sports Holdings Limited, on 13 July 2023, acquiring full ownership/control of St Andrew's and 45.64% of Birmingham City Plc; new seven-member board appointed including Tom Wagner.”
- MarketScreener — "Shelby Companies Limited completed the acquisition of 45.64% stake in Birmingham City PLC from Birmingham Sports Holdings" (summarising HKEX filings) ↗Tier 3 · regulatory filing summary
2023-07-13 — “States Shelby Companies signed a letter of intent 12 Apr 2023, entered agreement 7 May 2023, EGM held 13 July 2023 to approve sale, and completion of the 45.64% Birmingham City Plc stake same day; BSH renamed ZO Future Group in Sept 2023. Direct WebFetch of this page returned 403 in this pass — content here is from search-result summary only and should be cross-checked against the underlying HKEX circular before treating stake/date facts as fully independent corroboration.”
- almajir.net — "BCFC: 2022 Accounts Analysis" ↗Tier 4 · specialist media
2023-03-27 — “"This year's accounts also confirm total revenues of £17.55m, which is up £4m on the previous year" for Birmingham City's year ended 30 June 2022 — the last full pre-acquisition financial year with filed accounts.”
- Birmingham Sports Holdings Ltd — HKEX announcement 9 May 2023: Major and connected transaction in relation to the disposal of interests in a subsidiary (Share Purchase Agreement with Shelby Companies Limited) ↗Tier 1 · regulatory filing
2023-05-09 — “"The consideration for the Disposal is approximately GBP5.3 million (equivalent to approximately HK$52.0 million) in aggregate, which shall be satisfied by the payment in cash to the Company on Completion." ... ORIL/AGGL SPA: "the consideration for the sale and purchase of the ORIL Sale Shares together with the assignment of the ORIL Assigned Loans shall be approximately GBP4.7 million"; ORIL Sale Shares = ~21.64% of BCP plus the entire issued share capital of BCSL (stadium company). Sale Shares = 19,838,227 BCP shares (~24%). Assigned Loans ~GBP31.7m (~32% of GBP101.1m owed by BCP to BSHL). EPL bonuses payable to BSHL: GBP7.5m on promotion by 30 June 2025, GBP3.75m for each of two subsequent EPL seasons. Net liabilities of BCP ~GBP123.0m at 31 March 2023.”
- Birmingham Sports Holdings Ltd — HKEX supplemental announcement 30 May 2023 (consideration basis, buyer ownership) ↗Tier 1 · regulatory filing
2023-05-30 — “"the agreed value of 100% equity interest of BCP of approximately GBP22.0 million ... derived based on (a) the adjusted net liabilities of BCP of approximately GBP105.4 million ... as at 31 March 2023, based on the unaudited net liabilities of BCP in the amount of approximately GBP123.0 million ... plus (b) the total outstanding shareholders' loan of BCP as at 31 March 2023 of approximately GBP127.8 million"; "the financial performance of the BCP Group for the year ended 30 June 2022 and the six months ended 31 December 2022 having recorded a loss of approximately GBP25.0 million and GBP12.1 million, respectively". Buyer Shelby Companies Limited owned ~72% by Knighthead Annuity & Life Assurance Company and ~28% by Knighthead Master Fund; Thomas Wagner and Gregory O'Hara ultimately own 11.37% and 19.11% of the Buyer.”
- Birmingham Sports Holdings Ltd — HKEX interim report / announcement 28 Sep 2023 (completion of Disposal on 13 July 2023) ↗Tier 1 · regulatory filing
2023-09-28 — “"The Share Purchase Agreement ... were approved by the independent Shareholders on 13 July 2023 and the Disposal was completed on the same day." "Upon completion of the Disposal, the Group's equity interest in BCL decreased from approximately 75% to approximately 51.72%" — i.e. BSHL/ZO Future Group retained ~51.72% of Birmingham City Limited after completion.”
- ZO Future Group (formerly Birmingham Sports Holdings) — 2024 annual results announcement, HKEX ↗Tier 1 · regulatory filing
2025-03-25 — “"During the year ended 31 December 2024, the Group did not have any material acquisitions and disposals of subsidiaries, associates and joint ventures." — i.e. the remaining ~51.72% of Birmingham City Ltd had not been sold to Shelby as of end-2024.”