Barça gives a gift to its investors

Barcelona"It's like going to the supermarket and I tell you that an empty shopping cart is worth 100 euros. You tell me that, empty, it's not worth 100 euros. Then I go around the supermarket, I start putting products in the cart and I say to you: 'Do you see how it's worth 100 euros?' Yes, of course, because you've put products in the cart. This is what Barça is doing," a financier close to the Barça club explains to ARA to make the operation that Joan Laporta's board is carrying out with the club understandable. the absorption by Barça Produccions (popularly known as Barça Media) of Bridgeburg Invest (Barça Vision).

The most uncertain project of Laporta's second term is executing yet another turn of events with the start of the administrative procedure in the Mercantile Registry of Barcelona to make this merger by absorption effective. Barça's digital content (Barça Vision: NFT, metaverse, web3, fan tokens) will share the umbrella with audiovisual content (Barça Produccions: Barça One, series, electronic sports). Bridgeburg Invest was in an existential crisis after the board had renounced its listing on the Nasdaq, the reason for which it was created. Since then, it has been wandering with a hesitant course and with the burden of various defaults from its investors, which were a headache last summer when closing the numbers for the year because they caused losses of 91 million euros and disagreements with the auditor regarding the devaluation of the value of the assets.

"This takeover is a way of keeping investors happy with the inclusion of a new asset [audiovisual content]. Some put up money when Barça needed it and now it's a way of returning their investment. The problem is that you're also giving a new asset to those who haven't paid," explains a source familiar with the operation. "But it's a way for investors who have already paid to see a return on the business," he argues. Barça, as a club, owned 100% of Barça Produccions, the company that encompassed its audiovisual content, and 53% of Bridgeburg Invest, the company that owned its digital content.

The remaining percentage was for Blaugrana Invest (18.96%), Vestigia (4.93%), Hellgas (14.73%), Orpheus (1.83%) and Aramark (6.13%). Of the five, only Blaugrana Invest, a subsidiary of Socios.com, is strategic because it is dedicated to the business of fan tokens. Aramark specialises in catering services; Orpheus is the holding company of businessman Jaume Roures; and Vestigia and Hellgas are Cypriot investment funds that, according to SER Catalunya, belong to the same business group and the same businessman, Andreas Aristeidou.

The X in the equation that Barça had not yet explained publicly and that ARA has been able to resolve with information from official Barça sources is that the Catalan entity is working with the idea that these companies, whether or not they have paid what they were owed, have the same percentage in Barça Producciones as they had in Bridgeburg. "It will be nominally the same, but on something that has more value. The company will have two assets instead of one. It's a joke. You are giving away an audiovisual product to a series of investors, some of whom have not paid," considers the financier from the Barça environment.

The paradox of valuation

This absorption operation contains a paradox. "Barça argued at the last closing that Bridgeburg still had an accounting value of 408 million euros with the equity method of the valuation made by the last investor to enter the company [Aramark]." However, now that Barça Produccions is in the process of absorbing Bridgeburg, the club is interested in Bridgeburg being valued at the lowest possible amount so that Barça remains with a high percentage of ownership of Barça Produccions. This must be equal to or greater than 51%, which is the percentageminimum that Barça must have of its audiovisual and digital assets, as approved at the meeting of the club's participating members.

"Last summer's valuation was good for Barça at the time, but now it could turn against them and hurt them," warns the same person. "If you now take another valuation you could have to face a deterioration because in a new operation you make a lower valuation than the one you justified last summer."

Rafa Yuste's arrival at Bridgeburg

One of the last moves at Bridgeburg before the takeover operation was the entry on February 10 of Rafa Yuste, Barça's vice-president for sport, into the board of directors of the company as a director. This role, among others, is also played by the Barça treasurer, Ferran Olivé, and the CEO of Socios.com – Bridgeburg's investment company through Blaugrana Invest –, Alexandre Dreyfus. Laporta is the president of the company. The general meeting of Bridgeburg shareholders must decide whether to approve the merger operation after the consultation period for interested parties that will take place during this month of March.

"In the end, the message you are selling with this takeover operation is that the digital part of Barça has no value and that you will focus on making documentaries and series, which it does have," says the financier from the Barça environment. Whatever the case, the operation will serve to simplify the web of company names and assets that have made understanding an already convoluted structure even more complex. From now on, everything will be Barça Produccions. After the curveballs that served to register players in the summers of 2022 and 2023, we return to the starting point.