Barça has been preparing the listing of its subsidiary Barça Media to address its delicate economic situation, a project that could now have gone into hibernation. This is a complex financial engineering operation that entailed economic risks and was implemented with extreme opacity. Since he became president, Joan Laporta wants to have the economic margin to comply with LaLiga's financial fairplay, but the design of the stock market exit is very non-transparent, problematic in a club owned by its 100,000 members, among whom there is a certain skepticism and who wonder if in the end everything will lead to a privatization of the club, conversion into a public limited company. The club has declined to respond to repeated requests from this newspaper to obtain its version.
The chosen model sought an express exit, meaning that Barça Media would be listed in a few months on the New York technology market, the Nasdaq. This option has risks and trade-offs. To begin with, the club has partnered with investors who operate behind anonymity or secrecy, exemplified by the appearance of companies from the Cayman Islands, which appear on the official Spanish list of tax havens, or Cyprus, which without being considered as such It offers tax advantages and also discretion.
It all started a year ago in a modest way. In August 2022, the club sold 49% of Barça Studios – a company that was to “accelerate the growth of the audiovisual and blockchain, NFT and Web3 strategy” – to the companies Socios.com – specialized in digital assets – and Orpheus Media – owned by the businessman and president of Mediapro, Jaume Roures – for 200 million euros. That is, 100% of Barça Studios, of which the club would control 51%, was valued at 400 million. In any case, it is an activity that currently generates little income for the club. Barça Productions, the initial head of this business. It invoiced 472,000 euros in the year 2021-2022. According to financial sources, around those dates, all of the club's digital activities were valued at a maximum of 150 million. Now, the Barça board was talking about 1,000.
With the sale of Barça Studios and others in 2023, the club achieved the income to comply with fair play and register the first team squad. However, the operation evolved differently, while the club has accumulated debts and spent three years with operating losses, covered by the sale of assets (equity), Laporta's levers, with the mandatory loss of future income.
Last August Socios.com and Orpheus sold part of their shares in Barça Studios. The new investors were a Cypriot company, of which neither the name nor the owners are known, only that it is represented by a German advisor, Nipa, with 17.1%, in exchange for the commitment to pay 80 million and Libero, a German consulting firm for football clubs, especially privatized ones, with 9.8%, which committed to investing 40.
The latter had yet to disburse that money and asked the club for a postponement that expires next Tuesday and which has not been complied with so far. To find the unidentified Cypriot partner, a Croatian company was hired that charged $4.1 million, 5% of the investment not yet disbursed.
Coinciding with these movements, the operation changed substantially. Barça Studios stopped being the epicenter and the club decided to concentrate in Barça Media, a new company, “the current audiovisual assets of FC Barcelona, digital media and e-sports, in a single specialized entity,” according to the investors in charge of piloting the exit.
This new Barça Media, with a larger business scope, had the special virtue of going from the initial valuation of 150 million and the 400 million of Barça Studios to around 1,000 million dollars. The club's future package, 51% of the capital, would thus be worth 510 million. More automatic margin for fair play.
This operation was going to be carried out with another new added partner, Mountain and Co. According to the joint statement between it and the club, issued in New York on August 11, “Barça Media is the digital content creation platform of FC Barcelona , one of the most successful and historic professional football clubs in the world. Barça Media centralizes the creation, production and marketing of FC Barcelona's digital and electronic sports production. (…) incorporates all the digital content that the Club has produced over the last 20 years aimed at fans of all ages around the world.”
Who is that new partner? Mountain and Co., is based in the Cayman Islands and is already listed on the Nasdaq, but without activity; only investors who have placed their money there waiting for an opportunity. It is part of the so-called “blank check companies”. Its technical name, excuse me, is special purpose acquisition company (spac) and its business consists of locating companies interested in a fast track, rapid, stock market listing: they negotiate an agreement to merge and since it is already listed, the union itself is the door to the Barça Media bag. In exchange, they become shareholders, with 20%.
Using this instrument accelerates landing on the market, with fewer prior controls, including those of the valuation, which remains in the exclusive hands of the partners participating in the operation, that is, Mountain, Barça and the rest of the partners.
But nothing is guaranteed, except for Mountain investors, who have guarantee and buyback mechanisms if the shares fall below the IPO price, something that happens in a good number of SPAC operations. And that would force the club to incur large losses.
In Spain, Wallbox chose the same path just two years ago. Its debut was spectacular and it was crowned as a new unicorn – capitalization exceeding 1,000 million –, with more than 1,400 million and for three months it climbed to 2,300. But then a deep and continued decline began and now it barely exceeds 350 million. The stock has gone from $9.4 to just $2.
A high-risk situation that the club's management team was warned about at the time by financial experts, according to sources consulted, and which keeps some members of the board very skeptical.
The Cypriot company, for its part, has secured a long period to pay for its shares (two installments, in June 2024 and 2025) and a consulting contract with Barça Media of 5 million dollars for five years. And another consulting firm linked to a Mountain shareholder also appears that will receive another 5 million in the same period.
Some experts consulted also warn that the same characteristic of speed, lax market entry controls, lack of transparency and excessive valuation expose it to legal claims. Due to these legal and regulatory problems, they say, SPACs stopped being fashionable a long time ago.
