Buying a football club in England is not a typical M&A deal. It is a regulated enterprise that lives on a sporting calendar, inside a stadium regulated for safety by law, with a playing squad whose value can move each week. Success comes from sequencing: opening regulator pre-briefs early, modelling Profitability and Sustainability Rules (PSR) month by month, reconciling every transfer ledger and agent exposure and securing stadium title and safety regulations. This article explores what a buyer should consider whilst going through the process of purchasing a football club in the UK.
1) The investment analysis
The investor must decide if the play is performance uplift, stadium and matchday yield, multi-club synergies, or distressed rescue. Map division dynamics: Premier League gives global media reach, the Championship carries volatility and PSR pressure, Leagues One and Two run to SCMP wage caps. The calendar matters for timing and price discovery. Knowing the stakeholders is imperative, they include; regulators, local authorities, the Safety Advisory Group, landlords and lenders, Supporters’ Trusts, major sponsors, the league’s compliance teams, and the Independent Football Regulator (IFR) where licensing now applies following the Football Governance Act 2025.
2) Deal structures and governance choices
Share purchase vs asset purchase
- Share purchase preserves league membership, historical contracts, player registrations and competition status, usually preferred for speed and continuity.
- Asset purchase can ring-fence legacy liabilities, but you must plan carefully around the Transfer of Undertakings (Protection of Employment) regulations (TUPE), contracts with change-of-control rights, league approvals for transferring the sporting membership, and real estate title.
Control, minority or consortium
- Control gives regulatory responsibility for change of control and Owners’ and Directors’ Tests, along with the ability to set budgets, board and transfer governance.
- Minority with protections can work if one secures robust information, vetoes and transfer committee rules, without tripping control thresholds.
- Consortium deals need clear voting and funding rules, plus a related-party policy that can stand up to the league’s fair market value scrutiny on associated-party transactions.
Multi-club ownership (MCO): If the investor already owns a European club, building a governance separation protocol is necessary to satisfy UEFA Article 5 integrity tests so that related clubs can both qualify for UEFA competitions without conflict. This means firewalls around data and personnel, independent decision makers, and transparent related-party transfer rules.
3) Quiet approach, NDAs and clean teams
Approach playbook: One page on intent, timetable, funding comfort, and the investor’s approach to regulator engagement. Signing a football-aware NDA that allows pre-briefing the league and IFR through counsel without public disclosure.
Clean rooms and clean teams: If MCO is relevant or sensitive competitor data is in scope, it is helpful to run diligence with a clean team and access protocols that avoid transfer-market and competition issues.
Leak mitigation: Preparing a short holding line and internal staff note. The market will speculate, therefore avoiding promises that depend on approvals or planning is important.
4) Red flag due diligence
Identifying initial red flags is essential, some of the key focus areas are:
- Financial rules: Current PSR headroom, likely season-end position, and forecast sensitivity. For Leagues One and Two, Salary Cost Management Protocol (SCMP) headroom and any wage cap breaches under the new rules starting 2025-26.
- Stadium: Title, landlord consents, capacity restrictions, safety certificate conditions, and near-term remedial works that cap attendance.
- Squad value: Contract expiry cliffs, relegation reductions, release clauses, injury exposures, and insurance.
- Transfers and agents: Receivables, payables, add-ons, side letters, agent commission accruals, FA and FIFA filings, and any agent disputes.
- Immigration and Governing Body Endorsements (GBE): Sponsor licence status, recent Home Office audits, governance of GBE and Exceptions Panel history.
Using the answers to the above questions is instrumental to tuning the price, structuring and timelining the full due diligence.
5) Comprehensive due diligence
As with any transaction thorough due diligence is one of the most critical aspects of a transaction, these are some of the key considerations for the purchase of a football club:
Corporate and finance: Quality of earnings, cash controls, debt and security assignments over central distributions or transfer receivables, tax including image rights and VAT on agent fees.
Player contracts audit: Obtain every schedule, addendum and side letter, with expiry heatmaps and relegation scenarios.
Transfer ledger reconciliation: Track receivables, payables, contingent bonuses, sell-on and training rewards.
Agents and intermediaries: Confirm FA and FIFA filings, accrued commissions, and compliance with the current FA agent framework, mindful that FIFA’s global regime has seen partial suspensions and litigation in recent years.
Medical and insurance: Review long-term injuries, wage protection coverage levels, exclusions and claims history.
Real estate and planning: Stadium freehold or lease, restrictive covenants, development rights, Safety Advisory Group (SAG) engagement history and safety certificate conditions.
Immigration. Sponsor licence audit, right-to-work controls, Certificate of Sponsorship governance, and GBE pathways for targeted markets.
6) Regulatory approvals and how to sequence them
There are several key regulatory approvals which must be obtained based on the competition a club is participating in.
Premier League
- Change of control filings: Provide Acquisition Materials, future financial information and source-of-funds evidence in line with regulations. Submit at least ten working days before anticipated completion, and be prepared to attend before the Board.
- Owners’ and Directors’ Test (OADT) process and oversight: Expect Independent Oversight Panel involvement and post-completion director induction within 14 days.
- Associated party and Fair Market Value (FMV) rules: Transactions must be at fair market value and may be excluded from revenue until approved. There are formal FMV protocols and potential claw-backs or variation directions if values are not upheld.
- PSR process: Complaints are intended to be resolved by early June under Standard Directions.
English Football League
- OADT and acquisition of control: Notify the League, follow the public Director register framework, and provide change of control information promptly.
- Financial control: Championship clubs follow Profit and Sustainability rules. Leagues One and Two follow SCMP, with amended caps from 2025-26 that curb equity-funded wage spend.
IFR licensing: The Football Governance Act 2025 establishes the IFR licensing regime, including objectives on financial soundness, resilience and heritage, and powers to monitor and enforce compliance.
UEFA integrity and MCO: If there is a possibility of two related clubs qualifying for the same competition, document firewalls and independence for Article 5 and engage early.
7) Sale Purchase Agreement (SPA): engineering for football risks
Drafting the SPA for the purchase of a club can be tricky, some important considerations include:
Interim operating covenants
- A written transfer protocol with thresholds, a protected player list, approval rights for agents and exceptional wage commitments.
- No associated-party deals without FMV approval.
- PSR reporting cadence, with cooperation on information requests and a standstill on certain contracts.
Warranties and indemnities
- Specific warranties on PSR submissions, league correspondence, transfer ledgers, agent filings, and sponsor licence compliance.
- Specific indemnities for named disciplinary matters, tax exposures on image rights or agents, and any known league inquiries.
Conditions precedent (CPs)
- League approvals, IFR licence comfort, landlord and lender consents, key commercial consents.
- No material reduction in stadium capacity for safety reasons between signing and completion, unless escrow-funded for remediation.
Consortium or minority deals
- A shareholders’ agreement with vetoes that are realistic in football operations, transfer committee rules, related-party policy and FMV compliance built in.
8) Financing, insurance and other mechanisms
Debt that fits football: Security often includes assignments over central distributions and transfer receivables. Align covenants to wage-to-turnover, minimum liquidity, and PSR reporting, rather than generic leverage tests.
Warranty & Indemnity insurance (W&I): Insure corporate warranties, then use targeted seller indemnities for sport-specific topics that W&I underwriters often exclude, such as PSR breaches, agent disputes, or image rights tax.
Funds flow and escrows: Expect completion escrows for safety works, tax audits or litigation. Confirm releases of legacy security over central distributions before closing.
Change of control consents: Football kits, naming rights, ticketing, catering, data and betting partnerships, and stadium leases may all contain change-of-control or assignment triggers. Build a master schedule with owners, forms and target dates and make the top tier a condition precedent.
Lender and landlord engagement: Starting early is important as historical documents can be fragmented. Sequence lender consents alongside security releases and intercreditor updates.
9) Stadium, safety and planning risk
Capacity, matchday yield and brand value live in the stadium. Capacity can be capped by a safety certificate issued by the local authority under the Safety of Sports Grounds Act 1975.
Important due diligence
- Title and leases: Freehold or long lease, restrictive covenants, planning status, options or overage.
- Safety certification: What is the permitted capacity, what conditions apply, and what remedial works are outstanding. Confirm SAG engagement and minutes.
- Works and consents: Identify quick wins that lift capacity without planning consent, then map any redevelopment thesis into a planning strategy with community consultation.
- Completion guardrails: Avoid completing immediately before high-risk fixtures. Coordinate stewarding levels, CCTV status and access control changes.
10) Key risks and mitigations
Regulatory and approvals: Refusal or delay on change of control or IFR licensing. Mitigate with early pre-briefs, condition precedents for approvals, and a realistic longstop.
Financial rules and solvency: PSR or SCMP breaches, points deductions or embargoes. Build a rolling three-year PSR model with monthly variance and reconcile to accounts. Lock interim seller covenants.
MCO: Potential UEFA conflict if two related clubs qualify for the same competition. Adopt a written separation protocol and engage early.
Stadium and safety: Capacity caps or urgent works under the safety certificate. Fund remediation or escrow at completion.
People and immigration: TUPE exposure, IR35, or sponsor licence weaknesses that block recruitment. Condition and audit.
Tax, litigation, disciplinary: Image rights and agent VAT, FA or league investigations, civil claims. Use targeted indemnities and escrows.
Squad value and transfers: Contract cliffs, hidden clauses, uninsured injuries, counterparty default on receivables. Reconcile ledgers, audit insurance, and set credit controls.
Agents: Accrued commissions, dual representation, and live investigations. Reconcile liabilities and warrant filings under the current FA framework, noting moving parts at FIFA level.
Data and cyber: Player medical data, fan CRM and ticketing risk. Pen-test and rotate credentials at completion.
Financing and liquidity: Short-dated debt, central distribution assignments, relegation liquidity shock. Secure a revolving facility and a relegation case cash plan.
11) Indicative timeline of an acquisition
Typical timetable of a club purchase:
- Phase 0 scouting and approach, 2 to 4 weeks.
- Phase 1 red-flag diligence and heads of terms, 2 to 3 weeks.
- Phase 2 deep-dive diligence and regulator pre-briefs, 4 to 6 weeks.
- Phase 3 SPA and financing documentation, 3 to 5 weeks in parallel.
- Phase 4 filings and approvals cycle, 6 to 12 weeks, depending on league and IFR.
- Phase 5 signing to completion, 1 to 4 weeks.
- Phase 6 completion week, 3 to 5 business days.
- Phase 7 first 100 days (monitoring club performance after completion), 14 weeks.
12) How a UK law firm adds value
A UK law firm on the ground is instrumental in devising a strategy and guide the investor through this complex and regulated process. It is important to appoint counsel who possesses a deep understanding of the sports and football industry as well as its regulatory frameworks. A legal sports expert will facilitate a smooth deal by pre-empting legal hurdles and difficulties and ensuring that each deal phase is completed on time with minimum disruption or additional unnecessary costs.
