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Barça to move headquarters of its content subsidiary to the Netherlands before Nasdaq IPO

The operation involves a merger between Barça Media and a special purpose acquisition company, and seeks to raise capital on the American stock exchange

FC Barcelona
FC Barcelona players celebrate a goal in a match against Villarreal.Domenech Castelló (EFE)
Miguel Jiménez

Cruyff, Neeskens, Koeman, Kluivert, Van Gaal, Michels, Rijkaard, De Jong... Dutch players and coaches have written a good part of Barça’s history in the last half century. Relations between the club and The Netherlands will soon be not only about soccer, but also about finances.

Barcelona has chosen to establish the headquarters of Barça Media, its content creation business branch, in the Netherlands in order to float it on the Nasdaq stock exchange, according to records filed with the United States Securities and Exchange Commission (SEC). The Spanish soccer giant follows in the footsteps of Ferrovial, the Spanish infrastructure multinational that recently and controversially moved its headquarters to the Netherlands to make the leap to Wall Street and raise capital on the American stock exchange.

As in the case of Ferrovial, establishing one’s legal headquarters in the Netherlands does not imply the transfer of operational headquarters or of the business itself. The president of Barça, Joan Laporta, wants to list Barça Media through a complex operation that involves a merger with Mountain & Co. I Acquisition Corp, a SPAC (for Special Purpose Acquisition Company, a corporate entity that became fashionable a few years ago but lost its luster after several resounding failures). If everything goes according to plan, Barça Media will become a Dutch company listed on the Nasdaq, and will have a Spanish subsidiary to run the business.

Mountain & Co. I Acquisition Corp has until November 23 to close the operation, but it has called a shareholder meeting to buy more time and extend the deadline. The contract between Barça and the SPAC has a deadline of August 11, 2024, one year after the signing of the agreement, although the goal is to clinch the deal before the end of the year.

The main shareholder of the SPAC is its promoter, the German entrepreneur Cornelius Boersch, who controls 17.6% of shares through various companies, according to the SEC filings. But the operation is in the hands of four funds active on Wall Street that control more than half of the capital. These are Calamos Investment Trust (11.1%), Highbridge Capital Management (11.5%), Saba Capital Management (14.0%) and Glazer Capital (13.9%).

The merger agreement signed by Barça and the SPAC, which runs to 75 pages plus an annex, states that Barça Media’s content business is valued at €900 million ($973 million at the current exchange rate).

The company has yet to provide economic figures regarding its projected business, but it has listed in some detail what kind of content will be involved. This includes audiovisual content (interviews, photographs, documentaries, fictional series, live shows, podcasts and radio broadcasts) different kinds of tokens (Barça cryptocurrencies that either grant certain participation rights in the club or serve as means of payment), NFTs, avatars, and other content for virtual reality platforms, augmented reality or the metaverse. The agreement also includes content for eSports, including the organization of tournaments and ticket sales, as well as video games for the web, consoles, computers and the metaverse.

Mountain & Co. I Acquisition Corp has warned in a presentation to investors that the business depends to a large extent on the brand and reputation of FC Barcelona and on the club’s results in LaLiga and in UEFA competitions, such as the Champions League. It further notes that the club does not own all the intellectual property rights related to content, such as live LaLiga matches or advertising. The business depends on monetizing its products and services through social media platforms. Barça will have to pay its subsidiary Barça Media for the content it produces for the club and for using “certain brands and logos” with its image that have not yet been specified and for which it grants an exclusive license.

The initial duration of the contract will be 20 years, automatically extendable for another 20 unless there is a breach of contract. The SPAC had $239 million in cash on December 31, 2022 and on June 30 it had $132 million left. That figure has continued to decline in the third quarter of the year.

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