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Who Dey Revolution Manifesto

  • Preamble

    IN THIS TIME of perpetual Cincinnati Bengals incompetence and futility, with zero playoff wins in the nineteen seasons since the WhoDeyRevolution Godfather, Paul Brown, passed away in 1991 and handed the team to his fortunate son, the Despot, Mike Brown;


    WE, the members of the Who Dey Revolution, in our fervent dedication to the Cincinnati Bengals and fanatical desire to transform our hometown team into perpetual Super Bowl contenders, call for a popular revolution of fans to demand comprehensive reform to the managerial decisions and approach of Cincinnati Bengals ownership, management, staff and players, and hereby call for the adoption of the following Who Dey Revolution Manifesto:

    Manifesto Demands

    THAT the Mike Brown, Katie Blackburn, Marvin Lewis, along with every other member of the Bengals management, staff and personnel, state publicly to all Bengals fans, “I will do everything in my power to help the Cincinnati Bengals win a Super Bowl;”

    THAT Mike Brown will hire a general manager, drastically expand the scouting department and relinquish all control of player personnel;

    THAT all training, rehabilitation and medical facilities are considered best-in-class compared to other NFL teams;

    THAT the management fill the team only with players who fit the system, both mentally and physically, and are not reluctant to makes changes to player personnel when needed, regardless of cost or loyalty concerns;

    THAT offensive and defensive line depth is considered the top priority for all player personnel decisions;

    THAT all decisions made by ownership, management, staff and players, both on and off the field, are judged only by this criterion: “Does this help the Cincinnati Bengals win a Super Bowl?”

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March 19, 2010


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Interesting post. It will be interesting to see how the switch will be made, and to whom. Does any one have an idea on how the shares passed to Mike in the first place? I don't know if trust entities can be set up for things like this so it can by-passes taxes. I am sure the one thing the Browns do pay well for is their attorneys; every wealthy person needs a great attorney, and I am positive they will find a way around the taxes. The key would be to see how Mike inherited his shares from Paul, and I bet they try the same thing unless the rules have changed.

Another thing I would like to dig up is the ownership percentage that the Browns have. In the 70's and 80's I thought Knowlton (as in the Austin E. Knowlton School of Architecture at Ohio State- the giant marble building next to the shoe) was the majority owner, he just stayed out of the picture and let Paul run the show. Am I mistaken about this? If I am correct, does anyone have a clue as to how the Browns became majority owners?

At some point Mike did become the majority owner not sure how. It's also entirely possible, based on the valuation and the estate taxes at the time in 1990, that the Brown Family could afford whatever liability there was.

As I said, this post is hugely speculative. They could have some entirely different mechanism in place already with trusts and such (I really don't even know what trust means).

But in some way, shape or form, taxes should be paid on the Bengals. If they find a way around it, once again, we all lose.

This is an interesting point that I thought of instantly when beginning to read this:

"Being in the NFL, all owners no matter how small must be approved by the NFL. So, we will assume these people have been."

It may be possible that the Browns are not allowed to own the team. Of course, they will be paid for the team, but if another ownership group arises, the owners may vote for them and change. If it is not truly the media and the impression is there that the bengals are a black mark on the NFL, this is a possibility.

That could be a mayhem goal somehow. Annoy the owners to the point they vote against the next generation of Browns.

Then again, the next generation may be better at running the team, hiring the correct personnel. Paul was, maybe it skipped a generation.

There are so many other ways to
pass the team on without paying taxes I doubt that is a basis. Since it us a Corp their options to avoid estate taxes are huge. Trusts, pay on death securities etc etc etc. Trust me I've learned in only my brief time as attorney where there is money there are loopholes

People deserve very good life and loan or short term loan would make it better. Because people's freedom bases on money state.

According to the team's "Staff directory" it appears Pete is highest on the Seniority List above Katie.. And I had no idea a company could actually have FIVE Vice President's... The front office really is a complete joke! I can only imagine these guy's going through there daily routines pretending they are competent to do there jobs..

so lets raise $800 million the same way we did for the billboards

All is OK, do not panic. MFB and his infamous family are in a position to maintain and push forward the winning philosophy, strategy (critical thinking), and physical ability to compete as a team year in and year out in today's NFL.

Do not hate, congratulate! They are an under appreciated ownership group that we just don't understand are operating a family business within a (monopoly) that if we only new how hard it is to "dictate" errr run this franchise damn, just give them a brake.

Punkin forever!

10x EBITDA for an NFL Franchise = $300mm... and you're saying that because of ego and lack of leverage available (financing), combined would drive the multiplier to 20-25x for the whole franchise? I'm trying to understand your argument before I interject... can someone clarify?

Knowlton Estate owns 30 percent of the team. The suit was settled in November 2008 with Knowlton's children getting the same amount of Bengals shares that Carl Pickens has (read: zero). The man now in charge of the estate is a dude named Charles D. Lindberg (sounds like the name of someone addicted to meth).

After the case was settled, Lindberg was quoted as saying, “We are definitely planning to sell the Bengals stock... but we don’t have a buyer.” (sounds like something a meth addict would say) He said the market will determine the price of the shares.

In November 2008, Knowlton's 30 percent share was valued at $300 million which puts the value of the Bengals at (say it in your Dr. Evil voice) One Billion Dollars.

Never Sunny,
Great stuff. Thanks for the laugh.

So all we need to do is raise approximately $300+ million to take a significant seat at the table so we can constantly taunt Mike in person and throw shit at him in the board room. That is chump change to the uber wealthy; I think we can raise the capital in no time. Any one up for it?

Having a share of the Bengals would be great for my portfolio; at least you know you are going to be profitable on a regular basis.

10x EBITDA for an NFL Franchise = $300mm... and you're saying that because of ego and lack of leverage available (financing), combined would drive the multiplier to 20-25x for the whole franchise? I'm trying to understand your argument before I interject... can someone from WDR please clarify? I think i have a worth-while perspective, but i want to make sure i get this post before i lay it down... thanks.

Great article.

I just bought a powerball ticket.

Ditto, profound insight for anyone wondering
why the hell things are (and have been)
the way they are,
within the Bengals organization.

mpr - I am not the one making the 10x ebitda argument, that's the small business owner I was emailing. I will say the ego part of it really drives a huge premium you are probably not giving enough credit. Let's say you're rich as hell and just want an NFL toy, realistically there are only so many franchises that change hands in any given decade, so when one becomes available it can easily get a value way beyond what is considered reasonable given the underlying cashflows of the business.

of course, lack of easily obtainable financing means the price should go down, not up. Either way, my poin is that run rate of $30 million ebitda is way less than it could be if the franchise was run better.

It's Never Sunny pointed out the 30% of the Knowlton estate was valued in Nov 2008 (read, just after the first major leg down in the markets) at $300 million, so assuming that's verifiable, then the guy I was emailing undervalued the Bengals.

Anyway, as I said, anywhere from $500 million to a $1 billion is probably reasonable.

Damn you Congress....
Damn you Health Care Bill.....
Damn you Mike Brown......

On the brighter side Xavier beat Pitt...Good day for Cincinnati....Bad day for the nation.


Mikey was able to get control due to a transaction structured back in the 1980's by Paul Brown. Paul owned 118 shares while Sawyer owned 213 shares and Knowlton owned 249 shares. Mikey and Peter Brown each held minor interests in a voting trust. Paul's shares were all voting (as were the shares held in trust for Mikey & Peter). Paul sold 117 of his shares to John Sawyer at a fixed price of $30,000/share. Immediately after that, Sawyer entered into an option to sell 329 shares to Mikey and Peter for $25,000/share in 1993. Majority voting rights were maintained by the Brown family even after the transaction. This essentially fixed the value of Paul's estate which minimized his estate tax. This was challenged by the IRS as a sham but they lost (see Estate of Paul E. Brown v. Commissioner). Word on the street was the IRS attorney trying the case gave a very weak effort (probably when Mikey started complaining in the paper that he would have to move the team if they lost the case).

As far as Mikey's estate planning goes, I'm sure he's used one of several techniques to pass on the ownership to his kids. I doubt he copied his dad's technique since it was so risky. The most popular technique these days for a S-corporation (which the Bengals I assume still are) is to transfer the shares to a Grantor Retained Annuity Trust (GRAT). This allows one to transfer ownership to one's kids at a future date at little or no gift tax cost.

Of course, the best technique at the moment is for Mikey to die in 2010. There currently is no estate tax this year. Do you think he would do that on purpose just to save on estate tax? Hmmmmmmmmmmm.

Just saw that the Bengals got an extra 3rd and 4th round pick. Hopefully MFB gets it right this year and use the draft picks wisely.

Excellent breakdown and thanks for taking the time to answer my question. I have always wondered about this b/c people would always correct me when I said that Knowlton owned the team not Paul Brown, which I read in the Gameday program when I was a kid. I knew I was right.

Where did you get all of this info?

I have worked for some very wealthy clients in KY, and the one thing I learned from them is that they will do anything to protect their money- even if it means to spending $1 million to save $1.5 million. Where there is a will there is a way. One of my former clients who did work between India and the US hired a consultant and paid him $100k an hour to help set up the business structure b/c he knew it would save him millions by avoiding taxes in both countries. From my experience, I am not too worried about their tax rates going up- to them it is one less case of wine that they cannot enjoy.

Do you have any recommendations of what type of corp would we need to setup if we wanted to go after the 30% that is available?


You're welcome. The information I quoted lies within the actual US tax court case which is a matter of public record. If you have access to such records, the cite is "Estate of Paul E. Brown v. Commissioner T.C. Memo. 1997-195." The actual court case has a lot more information in it than what I quoted before and has some very interesting reading as it concerns the history of the ownership and foundation of the Bengals franchise.

If you know clients willing to spend $1M to save $1.5M, please refer them to me, I'd be willing to work for half that price (LOL).

Regarding your question about the 30%, I'm assuming you are referring to the amount owned by the Knowlton estate. If so, I would suspect that those shares have a "right of first refusal" to be purchased by Mikey & Co. before the general public would be allowed to purchase them. If Mikey passed on buying them, I suppose the Knowlton estate could sell to anyone. Assuming the Bengals are still an S-corporation, only individuals could purchase the shares. If a corporation purchased those shares, it would kill the S corporation election and possibly screw up Mikey's tax planning (wouldn't that be vindictive of someone?). Hope that didn't put too many readers to sleep.


I am not attorney so there is no way in hell I am reading that case; thanks for picking up my slack.

Yes, I was referring to the Knowlton estate's shares. So basically if we raise capital for one individual to buy the shares, we could get on the board.

Here is the link to that case. The facts are actually easy to read. The legal stuff, not so much.

Since the Knowlton shares are non-voting, I don't think you can get on the board even if you can find a way to buy them. Their only value is in the amount of "excess cash" allocable to those shares on an annual basis.

Hell, like I said those shares are probably safer then investing in the stock market or better than buying a CD.

I wonder what kind of the annual return you would actually see on those shares. If I only had 300 million...

Every Bengals fan needs to read Ken's link. I don't care if it takes you 4 hours and 12 shots or tequila to do it.

Bengals fans love Paul Brown, but the suit shows that Mike and him think exactly alike. Paul Brown was truly a football innovator, but when it came to running a team (as a GM or President, not a coach), he was as shrewd as Mike. I have to think that Paul would not have been much more successful than Mike in the salary cap era (1993-2009) if he had been GM.

Oh and blester, the only thing better than Bengals stock would be having a girlfriend that stays 19 her whole life. That stock was worth $30,000 in 1983, 27 years later it's up to 30 million per share. I don't do math, but I think that's a ONE HUNDRED THOUSAND PERCENT RETURN in 27 years.

Thank you, thank you, thank you for making this a better day. My tummy hurts from laughing so hard.

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    Bengals Futility - By The Numbers

    • 20 - Years since the Bengals have won a playoff game

      0 - Total number of playoff wins in Mike Brown's tenure as owner

      .359 - Bengals regular season winning percentage since Mike Brown took over as owner (115-206-1 in 20 seasons)

      29-34-1 - Record since 2005 playoff game vs Steelers

      6 - Seasons the Bengals have lost their first six games since 1991. No other team has more than two.

      0 - Teams North of Cincinnati without an indoor practice facility

      10 - Players arrested in a 14 month span from 2005-2006

      32 - Mike Brown's ranking, out of 32, of the "Best Owners in the NFL" by Michael Silver of Sports Illustrated in 2007

      458,000,000 - Amount, in dollars, that Hamilton County Taxpayers paid to build PBS

      2032 - Year that Hamilton County will have finally paid off its debt on the stadium deal

      3 - Total number of non-clerical employees employed in the Bengals scouting department, lowest in the league

      747,000,000 - Amount, in dollars, paid in free agency by the Bengals from 1994 - 2005, second worst of all 28 teams in existence for the duration, behind only Arizona

      118 – Ranking, out of 118 professional teams, of the “Worst Franchises” in professional sports, as ranked by ESPN the Magazine in 2003.

      97 – Ranking, out of 98 general managers in all four major sports with three or more years of experience, of Mike Brown’s performance as a GM, as ranked by Forbes in 2007.

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