Converting debt to equity is just buying more shares in the same company. If you were the owner of a business and had loaned it £10 million, you could convert your debt to equity and buy another 10 million £1 shares. Unfortunately, in MFC's case the value of the company doesn't go up, so all you would be doing is diluting the value of the shares you already own.
Tax offsets - that only saves a small percentage of the loss that MFC incurs (roughly 20%), while GO'N has to make good the loss. It's really inefficient, it costs far more than you get back in reduced tax. If the MFC loss gets too big it will reduce the value of the parent company.
I'm sure Steve Gibson would love the club to be dynamic but it's a fact of life that footballers are paid far too much, so MFC is going to lose money as long as it is in the Championship.
In what way is the commercial side poorly run? It seems pretty professional to me, for a club languishing at the bottom of the Championship.
You do mislead folk.
1. Debt to Equity:
If you own 100% of the shares in a business (as Gibson does) then issue and buy £8m of new issue shares, then you have provided £8m of new funding and maintained 100% of the shares. There is no dilution of your ownership. The individual share value is matterless until sale. Other clubs owners are doing this. Gibson last did it in 2016. He could do it (within FFP by £8m per season). It is a conventional way of raising funds.
Once the shares are issues and paid for, the owner owns exactly what they did before but have injected £8m.
For sure Gibson would have nothing more for his £8m, but he could not get that back unless the Club engineered a share buy-back.
When Gibson O'Neill loan MFC the money to continue operating as a Going Concern (which they must as nobody else would) this is funding of course, but the difference is that GON can recall that money. The Group Undertakings are a loan, Equity injection is a gift in this case; both are funding, which is why Kieran Maguire is right to say Gibson has provided a lot of funding and without it the Club could not operate.
There is absolutely nothing to have stopped Gibson injecting equity in rather than loans.
2. Tax Offsets:
If Gibson is going to own and control all 3 businesses (Bulkhaul, MFC and Rockliffe Hall) in the Group then it makes sense for them to be part of a Group (Gibson O'Neill) for tax purposes.
Bulkhaul is a large, excellent, profitable, secure business.
MFC is a terrible, debt laden, loss making business that has massive negative nett value. It needs funding to stay afloat and can't get that externally and couldn't afford to service it even if it could get it.
Rockliffe Hall is a comparatively very small business that has high equity, very small loans from Group and is now washing it's face.
If Gibson wants control over all, then he has no option but to fund MFC from Bulkhaul. Them being in the same Group at least allows him to offset the MFC losses against Bulkhaul/rest of Group profits, for tax purposes.
Of course the losses made are real and do need funding, but the tax offset is not inefficient in any way and is money for free IF he is going to maintain absolute control over all 3.
If he didn't offset, he would simply pay more tax on Bulkhaul profit and still have to cover the MFC losses.
3. Commercial operations:
MFC are not a huge club of course, but the Merchandising sales (not profit) were just £1.8m in the season before last. It is hardly surprising when you can't buy the official kit for large chunks of the year, there is poor availability at peak times, the club shop is the primary outlet and the online offering is so poor.
Sponsorship and other Commercial Income is low. The stadium generates little away from match day.
On match day, the concourse bars and concessions in no way meet demand, not even close.
Controversially maybe, I think they get ticketing revenue pretty good. I think they could welcome more floating fans more often with more creative pricing, and I wouldn't understand even more tickets being given away free as in the GRFZ.
But really, anybody viewing the Commercial side of the club would be hard pressed not to think there should be both better service and higher revenue generated.