Barça has been preparing the IPO of the subsidiary Barça Media to deal with the delicate economic situation, a project that could now have gone into hibernation. It is a complex financial engineering operation that involved economic risks and was implemented with extreme opacity. Since he became president, Joan Laporta wants to have the financial margin to comply with LaLiga's financial fair play, but the design of the stock market exit is very opaque, problematic in a club owned by 100,000 members, among which s 'some skepticism is spreading and they wonder if in the end everything will lead to a privatization of the club, conversion into a joint-stock company. The club has declined to respond to this newspaper's repeated requests to obtain its version.
The chosen model was looking for an express exit, that is, for Barça Media to be listed on the New York technology market, the Nasdaq, in a few months. This option has risks and trade-offs. From the start, the club has associated with investors who operate behind anonymity or secrecy, exemplified by the appearance of companies in the Cayman Islands, which appear on the official Spanish list of tax havens, or Cyprus, which without being considered as such offers tax advantages as well as discretion.
It all started a year ago in a modest way. In August 2022, the club sold 49% of Barça Studios - a company that had to "accelerate the growth of the audiovisual strategy and blockchain, NFT and Web3" - 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. In other words, 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 the business, invoiced 472,000 euros in 2021/2022. According to financial sources, at the time, the club's digital activities as a whole 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 secured the revenue to comply with fair play and enroll the first team squad. However, the operation evolved in a different way, while the club has accumulated debts and spliced three years with operational losses, covered by the sale of assets (patrimony), the levers of Laporta, with the mandatory loss of income futures
In August, Socios.com and Orpheus sold part of the shares of 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 adviser, Nipa, with 17.1%, in exchange for the commitment to pay 80 million and Libero, a firm German advisor to football clubs, especially privatized ones, with 9.8%, which pledged to invest 40.
The latter had to disburse the money and asked the club for a postponement that expires on Tuesday and to which it has not yet complied. To find the unidentified Cypriot partner, a Croatian company was hired that collected $4.1 million, 5% of the investment not yet disbursed.
Coinciding with the movements, the operation changed substantially. Barça Studios ceased to be the epicenter and the club decided to concentrate in Barça Media, a new company, "the current audiovisual assets of FC Barcelona, those of digital media and eSports, in a single specialized entity", according to the investors in charge to pilot the exit.
The 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 therefore be worth 510 million. More automatic margin for fair play.
The operation would be carried out with another newly 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. (...) It incorporates all the digital content that the Club has produced in the last 20 years aimed at fans of all ages around the world".
Who is the new partner? Mountain and Co., based in the Cayman Islands and 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". The technical name, excuse me, is special ( SPAC ) and the business consists of locating companies interested in a fast, quick, IPO: they negotiate a pact to merge and, since it is already listed, the union itself is the door to the Barça Media stock market. In exchange, they become shareholders, with 20%.
Using this instrument speeds up the arrival 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 partners.
But nothing is guaranteed, except for Mountain's investors, who have collateral and buyback mechanisms if the stock falls below the IPO price, which happens in a good number of SPAC deals and would force the club to face abundant losses.
In Spain, Wallbox chose the same path just two years ago. The debut was spectacular and it was crowned as a new unicorn – capitalization of more than 1,000 million – with more than 1,400 million, and during 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 of which the club's management team was warned at the time by financial experts, according to the 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 the shares (two installments, in June 2024 and 2025) and a consulting contract with Barça Media of 5 million dollars for five years. And there is also another consulting firm linked to a Mountain shareholder who will receive another 5 million in the same period.
Some consulted experts also warn that the same characteristic of speed, lax controls on market exits, lack of transparency and excessive valuation exposes it to legal claims. Because of these legal and regulatory problems, they say, SPACs stopped being fashionable a long time ago.
