The President of Barcelona, Joan Laporta, in the box during the Champions League match, this Wednesday at the Estadi Olimpic Lluis Conpanys.Enric Fontcuberta (EFE)
The stock market journey of Barça Media, FC Barcelona’s content subsidiary, is quite an odyssey before it becomes a reality. The club’s president, Joan Laporta, has signed new agreements with the Swiss capital company Mountain & Co I Acquisition, the alleged sponsor of the operation, in view of the repeated non-payment of 40 million dollars that the German company Libero Football had to pay. The aim is to save the business, even if the money does not come in the form of a new capital contribution.
Mountain registered the new contract with Barça in a notification to the US Securities and Exchange Commission (SEC). FC Barcelona and Mountain renegotiated the deal for the first time in September, as EL PAÍS reported. Then the parties gave each other until October 10 to receive the 40 million libero that would be used to acquire a stake in the Bridgeburg company, where Barça’s content business is now based. However, the money did not arrive, resulting in the operation being put on hold and the club having the power to break the agreement with Mountain.
Now the two parties have sat down and tried to save the IPO by introducing the necessary changes. The new agreement modifies five clauses of the contract, many of them to review the financial requirements of the complex process that will result in Barça Media becoming a Nasdaq-listed company based in the Netherlands, although with the management of its operations in Barcelona. .
The minimum income condition (ie the requirement that FCB or its subsidiaries receive the 40 million euros) can now be met through various sources and only needs to be met upon completion of the business combination. Previously, Barça had to receive this money for selling a share in Libero within set deadlines that were not met.
The previous minimum liquidity requirement to cover expenses has been adjusted so that Barça Media must have at least 90 million euros in cash at closing. This threshold will be reduced by any cash received by FCB in connection with the proposed transactions and will be assessed before any transaction costs are paid.
In addition, FCB’s previous unilateral right of termination, which was introduced with the renegotiation in September, was abolished. In the new version, the contract allows Barcelona to break the agreement if financing of 40 million euros is not received or committed before December 31, 2023. “The parties believe that these changes reflect the overall strength of the ongoing collaboration between Mountain and.” “FC Barcelona underlines the parties’ shared vision and commitment to Barça Media,” says the documentation registered with the SEC.
The main shareholder of Mountain & Co I Acquisition (a Spac, a company created expressly for an acquisition) is its founder, German businessman Cornelius Boersch, who controls 17.6% through several companies. But the decision rests in the hands of four hedge funds (three from New York and one from Chicago) that control more than half of the shares.
Mountain & Co Acquisition is currently based in the Cayman Islands. In order for the operation to be carried out, shareholders must approve it. Some of them abandoned the ship and demanded the return of their shares. The company through which the process was to be carried out has received a notice from regulators threatening to exclude the company from the Nasdaq Global Market for failing to meet the minimum requirements for the distribution of its capital following the departure of investors. The rule requires that a total of at least 400 holders must trade on the said market.
Barça Media’s content business is valued at €900 million under the terms of the deal. It will include what are now Barça Vision, Barça Studios and Barça eSports. The company is led by Toni Cruz. In its store there are audiovisual content (including interviews, photos, documentaries, fictional series, live shows, podcasts, radio broadcasts…), tokens of different types (i.e. Barça cryptocurrencies that grant certain participation rights in the club or serve as a means of payment) , NFT (non-fungible digital assets), avatars, content for use on virtual reality platforms, augmented reality or in the metaverse… The agreement also covers content for eSports, including the organization of tournaments and ticket sales for them and video games for the Web, consoles, computers and the metaverse.
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