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Chelsea FC would be unaffected by any financial penalty for alleged breaches of Football Association (FA) rules during the Roman Abramovich era, football finance experts have said, after corporate filings revealed its owners have a £150m cushion against the cost.
Clearlake, a consortium led by the US investor Todd Boehly, agreed to pay Abramovich £2.5bn for Chelsea in 2022, shortly after the Russian oligarch was sanctioned by the UK government over his links to Vladimir Putin.
The FA has since charged the club with 74 rule breaches related to payments to agents during Abramovich’s tenure. Deals under the spotlight, highlighted in a 2023 investigation by the Guardian and international media partners, include the transfers of star players Eden Hazard, Willian and Samuel Eto’o.
On Tuesday, Fordstam Limited, the corporate vehicle that housed Chelsea FC during Abramovich’s tenure, revealed that it does not expect to receive £150m of the proceeds from the sale of the club.
It said this was owing to a “holdback amount”, a clause inserted into the takeover deal by BlueCo 22, the subsidiary through which Clearlake bought the club.
As a result of the clause, a portion of the total payment is withheld for five years, to cover the cost of “any proceeding in relation to events which took place before the acquisition date, up to a value of £150m”, accounts for 2022 show. The figure is higher than the £100m buffer that had previously been reported.
Fordstam’s accounts reveal for the first time that it has written off the prospect of receiving the sum from Chelsea’s new owners, owing to “doubts about its recoverability”.
Sources close to Chelsea said such a clause was not unusual in buyouts of companies and that it also covered costs such as lost revenues during a period when sanctions against Abramovich meant Chelsea could not sell tickets or merchandise.
But football finance experts said Fordstam’s admission that it does not expect to receive the holdback amount could indicate that a sporting sanction on Chelsea – such as a points deduction or suspension from competition – is more likely than previously thought.
“There’s a question mark there as to why the size of the provision is so big,” said the football finance expert and lawyer Stefan Borson.
“The holdback amount will not just indemnify any financial penalty from a fine. It may also cover claims for consequential losses from any sporting sanctions, such as a loss of a European place or [Premier League] merit payments.”
Borson added that the scale of the holdback amount meant that Chelsea and Clearlake would feel limited impact from a fine. “There’s no penalty for the football club at all if the sanctions are purely financial and all are effectively recovered from the sale proceeds to Fordstam.”
Kieran Maguire, an associate professor in football finance at the University of Liverpool and the co-host of The Price of Football podcast, said: “It [any fine] has effectively been taken into consideration in the offer price for the club.
“The club will physically have to pay the penalty, so there would be a financial consequence but the owners can, in theory put an extra £150m into the club and be no worse off than if they’d paid the full agreed sum of £2.5bn.”
Chelsea FC has previously raised funds by selling its women’s team to BlueCo 22.
The club has indicated that it expects to receive a financial penalty from the FA, if found to have breached the rules. Spokespeople for Chelsea have highlighted the fact that it self-reported some transactions to the FA, Premier League and Uefa, after analysing Abramovich-era data.
Fordstam’s results, filed at Companies House, also reveal the huge fees banked by executives and lawyers involved in the sale.
Eugene Tenenbaum, a longtime associate of Abramovich, received a £4.8m bonus from Chelsea FC for his role in the takeover, the accounts show. BlueCo 22 covered the cost of £41.6m in legal fees incurred by Fordstam, according to the documents.
The accounts also confirm that the £2.35bn proceeds of the deal are still frozen in a bank account, three years after Abramovich pledged to donate the sums to people affected by the conflict in Ukraine.
The UK has said it is prepared to sue Abramovich to release the money. Fordstam’s accounts state that discussions with the Treasury “continue … in this regard”.
In theory, the sum could be reduced by £1.5bn, the value of an interest-free loan that Fordstam owes to Camberley International Investments, an offshore financing entity that was used by Abramovich to channel funds from multi-billion pound oil deals into Chelsea.
However, repayment of the loan could only be approved by the Office of Financial Sanctions Implementation, a division of the Treasury. The oligarch has also pledged to write off the loan.
The Guardian has approached Roman Abramovich and Chelsea FC for comment.
