David

One thing that is absolutely astounding about all of this is that the Heads of Terms mention: "The WS commitment is £200k for the first three years and £250k for the next three" yet nothing else is clarified. Here's my question - What happens if the Well Society can't make that commitment at any point? There has to be repercussions? Otherwise, why even quote a number? Now, in the absence of any information on the penalties for missed payments, despite me asking Erik outright and him providing a vague answer about how penalties aren't included in Heads of Terms, let's have a look at some of the penalties I've seen enacted in the past, and how they could apply to the Well Society: Equity Dilution: What Could Happen: The Well Society’s ownership stake in the club could be reduced. How It Works: If the Society misses a payment, more shares could be issued to Wild Sheep Sports (WSS), decreasing the Society’s ownership percentage (in fairness, Erik says this shouldn't be the case, but you'll note the use of the word "shouldn't" rather than "wouldn't". Besides, I don't think a claim made on a football forum would stand up in court if he decided to enact this option. Financial Penalties: What Could Happen: The Society might have to pay additional fees or interest. How It Works: The agreement could include a clause that charges interest or fixed penalties for missed payments, increasing the amount the Society owes. Reduction of Benefits: What Could Happen: The Society could lose certain privileges. How It Works: Benefits like voting rights on certain issues or access to club facilities might be reduced or suspended until the missed payments are made. Acceleration Clause: What Could Happen: The Society could be required to pay the remaining balance immediately. How It Works: Missing one payment could trigger a requirement to pay all remaining committed funds upfront. Loss of Buyback Option: What Could Happen: The Society could lose the option to buy back shares. How It Works: If the Society fails to meet financial commitments, they might forfeit the option to buy back shares from WSS. Or, it could even be the following, which is the one I'm particularly concerned about outside of the first option: Impact on Existing Loan: What Could Happen: The £868,000 loan from the Society to the club could be affected. Well, the £434,000 that would remain after 50% of the original amount is converted into shares to help the Well Society maintain a 50.1% majority shareholding in a football club that it would have previously held over 70% in. How It Works: Debt Forgiveness Negotiation: If the Society fails to meet its financial commitments, the club could negotiate to have the loan forgiven in exchange for the Society being forgiven for not making its required payments. It should be mentioned at this point that the Well Society loan is currently secured against the stadium. And more importantly, the ground it sits on. All of a sudden that "clean balance sheet" looks really attractive. Why? For the following reasons: Release of Security: What Happens: If the loan is forgiven, the security (the stadium) associated with the loan would be released. This means the stadium would no longer be collateral for the debt since the debt itself would be eliminated. Implication: Without the loan, the club would own the stadium free and clear of that specific debt obligation. Potential Increased Control for Wild Sheep Sports: Scenario: If Wild Sheep Sports becomes the majority shareholder, and the loan is forgiven, they could have increased control over the club’s assets, including the stadium. Implication: WSS, as the majority shareholder, would have significant influence over decisions regarding the stadium, including the possibility of selling it. Now, it might be the case that none of the above would apply. Or, indeed, any or a combination of the above could apply. We don't know, because no one is telling us. All we know is that Wild Sheep Sports is extremely eager to eliminate the loan the club has from the Well Society. As soon as a vote to approve Barmack's offer happens the loan is reduced immediately by 50%. Which leaves only 50% to get out the way. Now, I could be wrong. I just wonder if the information on those penalties will be provided in good time for the membership to scrutinise before voting?

I'm fairly sure it will get kicked into touch, but what has to be highlighted is how absolutely ludicrous this whole process has been. I've never seen anything like it in the business world.

I've noticed that many people are saying that if Barmack wins the vote, they will cancel their contributions to the Society. They feel that their funds would essentially be used to finance the day-to-day running of the club under the control of a millionaire American chairman. I understand their perspective and will likely do the same. However, I'm not sure that would disappoint Erik too much, despite what he says. There's the £1.35 million commitment from the Society built into his plan for a reason. I personally believe that much of it is based on him guessing the Society won't be able to meet those numbers, which would effectively cause some sort of forfeit accompanied by penalties. I've asked numerous times what those penalties will be, but have received no concrete answers. I also find his desire to remove the loan that is, I believe, secured against the stadium very interesting. Would I be surprised if the money to cover any shortfall in Society contributions over the six years is claimed via the loan being waived? I would not.

In much the same way as Barmack will undoubtedly now start talking about some of "his plans" which will be very similar to the plans in the Well Society document. Basically, he had nothing to offer before. But has waited to see what the Society offers so he can nab some of the ideas from it and claim "this is what I actually meant when I was typing a lot but saying nothing on P&B."

I believe they can. It's not just the investment itself, it's what the strategic aspect can provide. For example, the service provided by the strategic investor can potentially save us money in areas we're already spending in, and it can provide results that allow us to capitalise financially further down the line. Those investors become contacts for other investments and so on. What I am virtually certain of, is that all of the information in the proposal document will more than allow the club to run sustainably, in profit, and without having to forfeit fan ownership. The previous Society board, perhaps well-intentioned, did not even scratch the surface as far as what can be done with our club model. Not even close. What I would be interested in, is why people are not placing as much scrutiny on Barmack's offer? He has rocked up, offered £300k a year for almost half the club, the chairmanship, seats on the board, and with a demand that the Well Society find an extra £200k per year just to finance the club while he basically runs it. And his ideas? An "of the shelf" AI software that can be implemented in a few weeks and costs in the low five figures in USD. The idea of taking one of our home games against one of the Old Firm to Wembley Stadium. He was also "incredulous" that the chairman wouldn't have a say in which players the club signs, and believes it would be within his remit to ask the club to sign and play two Latin American players simply because he has a contact that has a tequila company and would maybe want to sponsor us. Let's be honest, if the Society had included anything like those above in their proposal, they'd have been eaten alive by the support, and by you. Yet, Barmack gets a pass. why is that?

Those are examples. You wanted examples, I provided examples. I'm not sitting here right now speaking to strategic investors in the club and publishing real-time information. Those examples show how the system works. And like I said, it does work.

It's available. I know that for a fact. EDIT: Those examples are really simple in their approach, which is why I chose them. They're easy to understand, so you can get an idea of how it would work. And it does work.

Example 1: Technology Firm - Advanced Scouting Software Investor: Tech Firm Specialising in Player Scouting Software Investment: £50,000 per annum over three years, plus free software for the club Implementation: The tech firm provides advanced scouting software. Software is integrated into the club’s scouting operations. Training provided for scouts and coaches to utilise the software effectively. Outcome and Benefits: For Motherwell FC: Improved player recruitment based on data-driven insights. Potential to secure promising player signings leading to better team performance. Savings on scouting costs due to the efficiency of the software. For the Tech Firm: A compelling case study demonstrating the effectiveness of their software in a professional football setting, allowing them to then sell their software to other football clubs as an alternative to current scouting software. Enhanced visibility and credibility in the sports technology market. Example 2: Health Tech Company - Injury Prevention Technology Investor: Health Tech Company Offering Wearable Devices for Injury Prevention Investment: £30,000 per annum over five years, plus provision of wearable devices for the team Implementation: Deploy wearable devices during training sessions and matches to collect data and analyze injury risks. Tailor training programs based on insights to reduce injuries and improve player health. Outcome and Benefits: For Motherwell FC: Notable decrease in training-related injuries, keeping key players fit and available. Improved player performance and longevity. Potential cost savings on medical treatments and player rehabilitation. For the Health Tech Company: Revenue Split: 70% of savings from reduced injury costs to Motherwell FC, 30% to the health tech company. Valuable data and feedback to refine and enhance their product. Strengthened market position with a successful implementation in professional sports.

That isn’t quite true. Barmack was criticised heavily for not having any plan at all, and then he didn’t help himself by admitting that he had about 10% of the knowledge needed to create one. He indicated in various conversations some of his ideas as follows: Take one of our home games against either Celtic or Rangers, where we still don’t fill a 13,700-seat stadium, to Wembley Stadium in London. Essentially force the manager and recruitment team to sign and play two Latin American players because it could be useful in securing a sponsorship deal with a tequila company. Aside from that, he suggested implementing an AI system that would take a few weeks to put together and cost about $10,000. So no, it’s not quite the same. The Well Society has put together a proposal that includes action plans, complete with KPIs and projected ROI, in a business plan that will be available shortly. Barmack has produced absolutely nothing so far. If someone asks you for a specific example, just tell them about the strategic investment section of the proposal. The Well Society’s strategic investment plan aims to secure the future of the club by attracting partnerships from companies and individuals who can offer both financial support and specialised expertise. In return, the investors will receive a share of the revenue generated from these projects, creating a mutually beneficial arrangement. This approach ensures the club remains financially robust and operationally advanced without relinquishing any shares or boardroom seats. By leveraging the skills and resources of strategic investors, the Well Society can implement initiatives such as upgrading training facilities, introducing advanced scouting technologies, and creating immersive media content. These projects will not only provide immediate benefits to the club but also generate ongoing revenue and cost savings. Additionally, investors will gain the opportunity to showcase their products and services in a real-world, high-visibility environment, receive valuable feedback and data for further development, and enjoy the brand association with a historic football club, which provides them with the "test case" needed to sell their services to other clubs and companies. The strategy allows for the club’s continuous improvement and financial stability while preserving the fan ownership model, ensuring the values and traditions of Motherwell are upheld. See above.

I've seen a few people on social media claim that they can still vote for Erik's proposal, and that he would be able to work hand in hand with the Society to implement their plan. A "win/win" for all concerned. It should be pointed out that this isn't the case. Under Erik's proposal the majority of the Society plan comes undone. it would be unworkable.

For the record, while the proposal document outlines how the Society intends to raise funds through various revenue channels, it is not as detailed as a business plan, simply because such detail is not typically included in a proposal. Essentially, it is a presentation that charts the way forward. Key performance indicators (KPIs) and projected return on investment (ROI) for the avenues mentioned by the Society are already established and will be shared in due course. I am confident that these avenues will generate more revenue annually than what Wild Sheep Sports is offering, and without the need to relinquish almost 50% of the club or allow a very influential boardroom presence.

It's also important to note that for those who contribute to the Well Society on a monthly basis, and who may have been worried that their money would go directly into the club, the general idea is to maintain the Society's original values, whereby those contributions are still retained for "break glass in emergency" situations. I mention this because I know it was a concern for a few people.

For me, what is missing is accountability. The club board for too long has been unaccountable to anyone. They need to be held to account by the Well society board, and the wider membership.

He'll probably be on a decent salary and has secured a two-year deal for himself. I would never begrudge a footballer for making a move based on financial reasons. It's a short career, and many factors can derail it, so earn as much as you can while you have the chance. His playing time will be limited, but if he ever takes the field against us, I'll applaud him until the whistle blows to start the game, then I wish him nothing but the worst for the 90 minutes.

Can you, or anyone else for that matter, actually document clearly what Erik is proposing? I mean, his actual plans? That's a serious question. I've asked the man himself and been told that it's unfair to expect a plan with solid deliverables, projected return on investment, and so on. His reply basically goes along the lines of "vote for me first, then you can see what I end up doing."

I understand that we do not receive any funds from merchandise sold at the club unless it reaches a certain threshold, which has not been met in several years. If true, this arrangement is utterly absurd.

The point I'd make is that the Society board isn't tasked with running the club. That's why we have a Chairman, a CEO, and a club board. I'd view the Society as a hands-off majority owner. For now, anyway. The people we should be quizzing on the way forward for the club are the Chairman, and the new CEO. I'd be interested in seeing his plan?

There's some serious work going on behind the scenes with the Society, trust me. Considering the board all has full-time jobs and lives, the fact they're doing what I've seen thus far is nothing short of amazing. Anyone who questions their commitment is more than welcome to get in touch and offer to help?

I'm fairly sure that we don't actively try not to sign good players. But, like it not, those factors I mentioned will come into play.

As I said earlier in the thread, do those players even want to come to Motherwell? For instance, instead of signing four players at the wage we usually offer for a single player, let's say we actually do consider combining those four salaries to buy one player. Just for arguments sake. You'll often find that players commanding the equivalent of four players' wages at our level will attract interest from clubs higher up the hierarchy, who see that combined four-player salary as their standard, single-player salary. Consequently, they are likely to offer far more than we can in other aspects besides salary. In essence, it wouldn't work. It's a very simplistic way of looking at transfer dealings. It’s easy to plan with rough estimates, but the real world is usually far more complicated.

In my opinion, a constructive step would be to consider appointing a Chairman and additional executive board members who can develop a strategy for achieving success without needing to entertain offers from individuals like the Barmacks. It seems fans have been patient with a Chairman and board that haven't achieved notable results for years. Then suddenly, they endorse a questionable deal from someone who openly admits to lacking football experience and a clear plan. I'm puzzled why the scrutiny isn't directed towards them instead of the Well Society. Why would it though? It seems like it's not within the remit of the current Executive Directors. If it were, they'd have quickly dismissed Barmack as the opportunist and dreamer that he is and moved on to find substantial investment opportunities. I suppose if the Well Society became the dominant force and were in a position to make decisions, they might consider appointing a chairman with experience, vision, a plan, and a track record of success? That would tie in with my point above. If the Society has the ability to do so, it should recruit a Chairman who can deliver. McMahon has undoubtedly done his best, and he's stepped in when he didn't have to, but we need a serious operator in that position. Erik Barmack isn't the right choice, and neither is Jim McMahon in my opinion.

The club board and the Chairman and to a lesser extent the CEO are being given a free pass in all of this. Some fans are bypassing the experienced and qualified individuals on the club board and putting the responsibility on the board of volunteers who form the Society board.

I think that's a bit unfair to be honest. The Society has done a very good job to this point. Perfect? No, and I'm sure they'd agree on that, but there's been funds raised, and let's be honest, without those funds the club would have faced more problems than it has. It's also a fairly new board that has come into place, and instead of spending most of their time dealing with actual serious matters they've been dragged into dealing with rogue "investment" videos, and are now embroiled in trying to make sense of a ridiculous offer from an LA-based businessman that has changed already within a matter of days of it being released. The Society Board have not been privy to these discussions, by the way. They pretty much learned about the changes to Wild Sheep Sports offer when we did. Erik is acting? Really? Because I've asked him numerous times for an actual detailed plan of what he's going to do if he wins this vote and he's equivocated about how it's unfair to expect him to provide a plan. Erik's "acting" is essentially an attempt to secure a presence in our boardroom and a 46% ownership stake in the club for £300,000-£350,000 per year over the next six years. He has promised absolutely nothing. I ask you, where is his game-changing plan? Or our own club boards, for that matter?

If the Wild Sheep sports offer is accepted, fans should be prepared to dig very deep into their pockets. Under that agreement, the Well Society is committing to raising their current yearly contributions by 11% for the first three years, and by almost 40% in the final three. Furthermore, those funds raised won't go into a "rainy day" pot for use in case of emergencies. Instead, the funds will go directly to the club to be used as the executive board, chaired by Erik Barmack, sees fit. I am aware that the Society is developing a plan; however, it should be noted that the Society Board has not been employed to manage the club and generate revenue. This is where the confusion arises. The club Chairman, CEO, and executive board are meant to be the braintrust responsible for running the club itself. The Society’s role is to plan and raise funds for a cash reserve to be utilised in emergencies. At present, the club board wishes to have almost complete control over the club and full control over negotiations with Wild Sheep Sports, yet it seems to be interested in the Society’s funds. In essence, the message appears to be, "Give us your contributions and money, and be quiet. The adults will handle everything. We just need you to pay for it." Why hasn’t the club itself formulated a plan to focus significantly on community and local business investment? The Society should be concerned with this only in terms of raising funds for the Society. What we need to clarify is whether the Society is now being asked to act as a proactive majority stakeholder, providing funding and business direction as well as directly financing the club. If so, that’s acceptable. However, it comes with a cost, and that cost is the Society having much more influence over how things are managed. I am quite certain McMahon will not tolerate this.

If private shareholders wished to do that, perhaps. You'd need to check the small print. I guess the question really comes down to if private shareholders would buy shares and then gift them to the Society. Or if they'd rather sell them to someone and get their money back?