Financial Times FT.com

The case that will decide Formula One’s future

By John Griffiths

Published: November 23 2004 12:58 | Last updated: November 23 2004 12:58

Only four weeks after Juan Pablo Montoya and his BMW- Williams took the last chequered flag of the Formula One motor-racing season, the sport is preparing for another bitterly fought contest in its long and starry history.

The duel in question is taking place not at Monaco, Monza or any of the sport's other famous circuits but in the considerably quieter confines of a British courtroom. At stake is control of Formula One, one of the world's wealthiest and most glamorous sports businesses.

The case being heard on Monday and over the next few days in London's High Court 59 will determine whether Bernie Ecclestone, the 74-year-old F1 promoter, maintains the iron grip he has kept on F1 and its hundreds of millions of dollars in annual revenues for well over 20 years. If the outcome is unfavourable to Mr Ecclestone, his hold will start to be prised loose by a trio of banks and a group of carmakers disgruntled with his methods and manner. There is even a possibility of F1 splitting into two rival championships.

The direction the sport takes is a matter of considerable importance to a much wider world than F1 itself. The sport enjoys huge international appeal: more than 800m people watched broadcasts of one of this year's 17 F1 grands prix, says Kevin Alavy, analyst with the independent Initiative media monitoring group. To that must be added billions more "incidental" viewings in features or in newscasts.

Multinational companies, meanwhile, have come to rely on F1 as a global marketing platform outranked in value only by World Cup soccer and the Olympic Games. F1 has sought to help its sponsors and advertisers to globalise their brands by holding increasing numbers of races in emerging markets such as Asia - one of this year's grands prix was held for the first time in China.

At first sight, there appears little prospect of the sport's future being put at risk by the seemingly arcane, even trivial, suit on which Mr Justice Park is being asked to rule. It concerns the identity of two directors appointed to one of the complex web of companies founded by Mr Ecclestone to control F1.

However, if the three banks bringing the suit - Bayerische Landesbank, JP Morgan Chase and Lehman Bros - persuade the judge of their case they will dominate the board of a company called Formula One Holdings. They would then be well on the way to controlling two key FOH operating subsidiaries - Formula One Administration and Formula One Management - through which Mr Ecclestone has run F1 on a daily basis (see chart below). The banks already own a 75 per cent stake in SLEC Holdings, the ultimate parent of all the F1 businesses and formerly owned outright by Mr Ecclestone and his Bambino family trust.

Why should three banks come to play such a pivotal role in F1? The answer is that they put up $1.6bn to finance the purchase by Kirch, the German media group, of the SLEC stake. When Kirch collapsed in 2002 they became owners by default.

Under the terms of the original sale of the SLEC stake to Kirch, however, Mr Ecclestone retained management control through FOA and FOM. The banks have had no say in running the F1 business itself.

That would not be such a problem except that a dispute between Mr Ecclestone and the carmakers taking part in F1 has led to the possibility of the manufacturers breaking away from Mr Ecclestone and starting their own championship. Such a move could leave the banks' stake in SLEC virtually worthless - hence their desire now to wrest management control from Mr Ecclestone.

The carmakers have long since become exasperated by what they regard as the outdated, dictatorial manner in which Mr Ecclestone runs F1 as a personal fiefdom and the unfair share of F1 revenues received by the businesses he founded.

Three years ago five carmakers - DaimlerChrysler, Fiat, Renault, BMW and Ford (no longer part of F1 after the sale of Jaguar Racing) - took the first step towards establishing what they insist will be a successful rival world championship. Scheduled to start in 2008, the "Grand Prix World Championship" series would guarantee that a much larger proportion of revenues went to the competing teams (see chart).

Offered such a substantial financial carrot, most of F1's teams have already signed up to the new championship in principle, even though it would not be able to use the term Formula One: Mr Ecclestone bought 100-year rights to the name for $350m several years ago.

With the big teams gone and F1 collapsing, argue the carmakers, SLEC and the banks' stake in it - along with the 25 per cent held by Mr Ecclestone's family trust - would quickly become worthless. For the banks concerned, such a setback would be embarrassing and hard to explain to shareholders.

Chart

Victory for the banks in the current court case, therefore, would almost certainly lead them to forge an alliance with the big carmakers taking part in F1 and concede demands for a bigger share of income to be directed immediately towards the teams - potentially leaving Mr Ecclestone sidelined.

The banks know quite as well as Mr Ecclestone, however, that there is an element of bluff in the carmakers' stance.

To split the top echelon of motor racing into two rival championships would be hugely damaging to everyone involved, as has already been demonstrated in what was once North America's equivalent of Formula One, the Indycar championship. The internecine dispute that split it into Champ Car racing and the Indy Racing League drove away fans, fragmented media coverage and infuriated sponsors whose long-term marketing strategies were left in disarray.

DaimlerChrysler's Jürgen Hubbert, GPWC's chairman, and other GPWC board executives are well aware that the same would happen to F1 but on a grander, global scale. They are as anxious as the banks to find a peace deal that would preserve F1's status while diverting more revenue to the teams and providing a dignified and financially not too damaging exit for the banks from their unwanted holdings, probably via a flotation.

For a few short months, they thought they had achieved one.The "GPWC five" met again in Geneva just before last Christmas, along with representatives from all three banks, Mr Ecclestone, and Stephen Mullens, a lawyer who sits on all the SLEC companies' boards and is a Bambino family trust adviser.

The peace deal that emerged as a "memorandum of understanding" was that GPWC would halt its plans for a rival championship. In return it would be given three seats on the board of SLEC, with three for Bayerische Landesbank, the most exposed of the creditor banks, one each for JP Morgan and Lehman Bros and two for the Bambino trust. The deal also provided for Mr Ecclestone - who no longer holds a board seat on SLEC, having assigned his personal holdings to Petara, a Jersey-based holding company set up by his wife Slavica in the late 1990s - to stay on as chief executive of Formula One Administration for three years, with GPWC nominating only a finance director. And there was to be an agreement up to 2014 to share more revenue with F1 teams.

But by April GPWC had torn the agreement up, with GPWC executives and Mr Ecclestone blaming each other for what went wrong. "When we realise d that our commitment to implement the [memorandum of understanding] was not met by the other parties, we had to make a decision in the best interest of the sport and end negotiations," says Prof Hubbert diplomatically. Others are more blunt: "We'd just had enough of cancelled meetings and Bernie dragging things out," says one negotiator.

GPWC has since gone full tilt at creating the rival series. It has just appointed International Sports and Entertainment, the German sports marketing agency, to start marketing the championship. GPWC says: "The new series will be built around the interests of the key stakeholders: the teams, public, circuit owners and other core partners."

In the case starting on Monday the banks will argue that Bambino's appointment of Luc and Emanuelle Argand, two Swiss nationals, to FOH's board two years ago after the sale to Kirch was a step too far and illegitimate in that it denied the banks control of businesses - FOH, and through FOH both FOA and FOM - that they majority own.

It is a stance rejected outright by Mr Ecclestone. F1's commercial rights, he insists, are owned not by SLEC but FOA and FOM. "The banks don't have anything - no rights whatsoever. The banks are shareholders of SLEC, and SLEC has no rights.

"I am the CEO of Formula One Management and Formula One Administration, which runs the business in F1. From this point of view, I own F1."

Even now there are some within the GPWC who suggest that an accommodation with Mr Ecclestone could still be reached. "Post the [memorandum of understanding] we have been focusing on building the new series. But some of the GPWC directors meet regularly with Bernie anyway and he and Hubbert will certainly carry on talking," says one GPWC official.

"We would not look to Bernie for a deal now; but if he made an offer maybe we would reconsider. But I doubt it will happen because he is so bitter."

A maker of money and mischief

It was one of the regular meetings of what many in motor racing call the Piranha Club: the group of hard-bitten team principals and entrepreneurs who control the core of Formula One.

Enter Bernie Ecclestone, son of an English trawler skipper, one-time motorcycle dealer, former racing driver, ex-Brabham F1 team owner and the man who, over the course of more than 20 years, has turned F1 into one of sport’s greatest money-making machines.

“So when’s your autobiography going to be published, Bernie?” asked one team principal tongue-in-cheek, aware that Mr Ecclestone was then approaching his 70th birthday.

“The morning after I die. And the first 12 copies go to the Inland Revenue,” Mr Ecclestone retorted.

“That’s the trouble with Bernie, you’re never quite sure when he’s joking,” one senior team executive said with a nervous smile after F1’s éminence grise had walked away.

Those who know Mr Ecclestone well say that, of all the weapons in his well-stocked negotiating armoury, perhaps the most powerful is his talent for keeping others off-balance. It is a weapon that has been used repeatedly and to good effect during his progress towards the summit of the UK’s “rich list”, during which time he has reputedly put more than $4bn into the family trust of his wife, Slavica, and two daughters.

The talent has sometimes tipped over into outright mischievousness. Mr Ecclestone loathes having to appear at large-scale dinners. “It has not been beyond him to sneak in early and swap the name cards round, just to liven things up a bit,” recalls one long-time associate.

Anecdotes such as this are at odds with a widespread perception that has grown up over the years of F1’s de facto dictator being a grim, unsmiling, somewhat Napoleonic figure stirred by no other passion than the successful completion of a deal. Such a perception is not entirely discouraged by Mr Ecclestone.

He shuns ostentation and has frequently been seen in his anonymous Audi saloon, driving his two daughters to school from the Ecclestones’ home near Formula One Administration’s London offices.

In relaxed moments he displays considerable bonhomie coupled with a wit as waspish as the rebukes he doles out to employees and anyone else who fails to meet his exacting standards.

In spite of turning 74 last month Mr Ecclestone shows not a shred of willingness to hand over the reins of a sport in which he has demanded high standards from all participants, even ensuring personally that team trucks are lined up inch-perfectly in the paddock.But the time is approaching when he may have no choice.

Some see him as now facing a lose-lose situation. Even if he wins the action coming to court in London on Monday the car manufacturers in F1 will only accelerate their plans for a new championship in which Ecclestone would play no part. “It’s time to stop running F1 as a corner shop,” says one disgruntled team owner.

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