UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
August 11, 2023
MOUNTAIN &
CO. I ACQUISITION CORP.
(Exact name of registrant as specified in its
charter)
Cayman Islands |
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001-41021 |
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N/A |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S. Employer
Identification No.) |
4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807 |
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19807 |
(Address of principal executive
offices) |
|
(Zip Code) |
+1 302 273 0765 |
Registrant’s
telephone number, including area code |
Not Applicable |
(Former
name or former address, if changed since last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions: |
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x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
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Name
of each exchange
on which registered |
Class A ordinary shares, par value $0.0001 per share |
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MCAA |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one
Class A ordinary share at an exercise price of $11.50 |
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MCAAW |
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The Nasdaq Stock Market LLC |
Units, each consisting of one Class A ordinary share and one-half of one redeemable warrant |
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MCAAU |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Item 7.01 Regulation FD Disclosure.
On August 11, 2023, Mountain & Co. I Acquisition
Corp., a Cayman Islands exempted company (“Mountain”), and Futbol Club Barcelona, a sport association (asociación
deportiva) (“FCB”), issued a press release announcing their entry into a Business Combination Agreement (as it may be
amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), by and among
Mountain, FCB, and Barça Produccions S.L., a Spanish limited liability corporation wholly owned by FCB (“BP”). The press release is attached
hereto as Exhibit 99.1 and incorporated by reference herein.
The Business Combination Agreement provides for a series of
transactions (collectively, the “Business Combination”), pursuant to which, among other things: (i) Mountain & Co. I Sponsor LLC, a Cayman Islands limited liability
company, will transfer all of the equity of a newly-formed Netherlands private limited liability company to be renamed Barça
Media (“TopCo”), which shall own all of the equity interests of a Cayman Islands exempted company (“Merger
Sub”) to BP for nominal consideration; (ii) FCB and BP will cause TopCo and Merger Sub to become a party to the Business
Combination Agreement; and (iii) Merger Sub will merge with and into Mountain (the “Merger”), with Mountain as the
surviving company (the “Surviving Company”) and, after giving effect to the Merger, become a wholly owned subsidiary of
TopCo. Each issued and outstanding Mountain Class A ordinary share and Mountain Class B ordinary share will be converted
into one Class A ordinary share of the Surviving Company, and immediately thereafter, each of the resulting Class A
ordinary shares of the Surviving Company will be immediately exchanged for one ordinary share in the share capital of TopCo, and
each outstanding warrant to purchase one Mountain Class A ordinary share at a price of $11.50 per share will, by its terms, convert
into a Converted Warrant (as defined in the Business Combination Agreement). Bridgeburg Invest, S.L., a Spanish limited liability
corporation and an indirect subsidiary of FCB (the “Company”), will assume, prior to the consummation of the
Merger, the assets and liabilities associated with FCB’s content creation platform.
Furnished as Exhibit 99.2 hereto and incorporated into this Item
7.01 by reference is the investor presentation that Mountain and FCB have prepared for use in connection with the announcement of entering
into the Business Combination Agreement.
The foregoing (including Exhibits 99.1 and 99.2) is being
furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”),or the Exchange Act.
Additional Information and Where to Find It
In connection with the proposed transaction, TopCo intends to
file with the SEC a registration statement on Form F-4 (the “Registration Statement”) that will include a prospectus with
respect to TopCo’s securities to be issued in connection with the Business Combination and a proxy statement with respect to
the shareholder meeting of Mountain to vote on the Business Combination. Shareholders of Mountain and other interested persons
are encouraged to read, when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the
SEC because these documents will contain important information about TopCo, the Company, Mountain and the Business Combination.
After the Registration Statement is declared effective by the SEC, the definitive proxy statement/prospectus to be included in the
Registration Statement will be mailed to shareholders of Mountain as of a record date to be established for voting on the proposed
transaction. Once available, shareholders of Mountain will also be able to obtain a copy of the Registration Statement, including
the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to:
Mountain & Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807. The preliminary and
definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without
charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Mountain, the Company and TopCo and their respective directors
and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction
described in this communication under the rules of the SEC. Information about the directors and executive officers of Mountain
and their ownership is set forth in Mountain’s filings with the SEC, including its annual report on Form 10-K for the
year ended December 31, 2022 and subsequent filings, including quarterly reports on Form 10-Q and Forms 4. Information about
the Company’s and TopCo’s respective directors and executive officers and their ownership will be set forth in the preliminary
and definitive proxy statement/prospectus to be included in the Registration Statement. Additional information regarding the persons
who may, under the rules of the SEC, be deemed participants in the solicitation of Mountain’s shareholders in connection
with the potential transaction will be set forth in the preliminary and definitive proxy statement/prospectus to be included in the
Registration Statement. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a
request to: Mountain & Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807.
Forward Looking Statements
This communication contains forward-looking statements within the
meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and
on information currently available to Mountain, the Company and TopCo. In some cases, you can identify forward-looking statements by
the following words: “budget,” “may,” “will,” “could,” “would,”
“should,” “forecast,” “future,” “might,” “outlook,”
“expect,” “intend,” “plan,” “anticipate,” “believe,”
“estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar
expressions that are predictions or indicate future events or prospects, although not all forward-looking statements contain these
words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances,
including strategies or plans as they relate to the proposed transaction, are also forward-looking statements. These forward-looking
statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or
achievements to be materially different from the information expressed or implied by these forward-looking statements. Most of these
factors are outside Mountain’s, the Company’s and TopCo’s control and are difficult to predict. Forward-looking
statements in this communication include, but are not limited to, statements regarding the proposed transaction, including the
timing and structure of the transaction, the satisfaction of the closing conditions to the proposed transaction, the level of
redemptions by Mountain’s public shareholders, the prospects and anticipated value of TopCo and its content, services and
brand in the future, and the proceeds and benefits of the proposed transaction. These forward-looking statements are subject to a
number of risks and uncertainties, including, among others: changes in domestic and foreign business, market, financial, political
and legal conditions; the ability to complete the Business Combination due to the requirement to obtain approval from
Mountain’s shareholders and FCB’s general assembly, and to satisfy other closing conditions in the Business Combination
Agreement; the ability to successfully negotiate and enter into the ancillary agreements to the Business Combination Agreement,
including, but not limited to, the content production and license agreement; the occurrence of any event that could give rise to the
termination of the Business Combination Agreement; the outcome of any legal proceedings that have been or may be instituted against
Mountain, the Company, FCB or others; the ability to recognize the anticipated benefits of the proposed transaction;
the amount of redemption requests made by Mountain’s public shareholders; whether TopCo’s shares will be approved for
listing on the Nasdaq and the ability to meet stock exchange listing standards following the consummation of the proposed
transaction; the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and
thereafter; costs related to the proposed transaction; the Company’s ability to grow and achieve its business objectives;
the effects of competition on the Company’s future business; changes in consumer viewing habits and the emergence of new
content distribution platforms; the Company’s ability to execute a digital media strategy that generates the revenue we
anticipate; the Company’s ability to maintain, enhance and protect and the Company’s dependence on the popularity of
FCB’s brand and reputation; the Company’s ability to adequately protect against media piracy; the ability of Mountain,
TopCo or the Company to issue equity or obtain financing in connection with the proposed transaction or in the future; and other
risks and uncertainties, including those to be included under the heading “Risk Factors” in the Registration Statement
to be filed by TopCo with the SEC and those included under the heading “Risk Factors” in the annual report on
Form 10-K for year ended December 31, 2022 of Mountain and in its subsequent quarterly reports on Form 10-Q and other
filings with the SEC.
The forward-looking statements in this communication speak only
as of the date of this communication. However, while Mountain, the Company and TopCo may elect to update these forward-looking
statements at some point in the future, there is no current intention to do so, except to the extent required by applicable law. You
should, therefore, not rely on these forward-looking statements as representing the views of Mountain, the Company and TopCo as of
any date subsequent to the date of this communication.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy,
consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to
sell or a solicitation of an offer to buy any securities of Mountain or TopCo, nor shall there be any sale of any such securities in any
state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the
Securities Act.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date:
August 11, 2023 |
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MOUNTAIN & CO. I ACQUISITION CORP. |
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By: |
/s/ Alexander Hornung |
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Name: |
Alexander Hornung |
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Title: |
Chief Financial Officer |
Exhibit 99.1
FC Barcelona’s Content Creation Platform,
Barça Media, Enters into Business Combination Agreement with Mountain & Co. I Acquisition Corp.
| · | High-growth business with audiovisual and digital divisions that produce dynamic content to engage,
reward and build connections with the Club’s global fanbase |
| · | Transaction values the combined company at a pro-forma enterprise value of approximately US$1 billion |
| · | Barça Media will continue to be managed by a highly experienced team of sports, media and entertainment
professionals headed by experienced Spanish media executive Toni Cruz as Chief Executive Officer |
| · | Business combination provides new capital to Barça Media to advance the company’s multi-pronged
growth strategy |
| · | This is a major strategic transaction for FC Barcelona, reinforcing the digital transformation of the
Club, which was initiated by the onboarding of strategic partners in 2022 |
BARCELONA &
NEW YORK CITY (August 11, 2023) – FC Barcelona (“FC Barcelona” or the “Club”), one of the
world’s most successful and storied professional football clubs, today announced that it has entered into a definitive agreement
with Mountain & Co. I Acquisition Corp. (NASDAQ: MCAA), a publicly traded special purpose acquisition company, to bring its content
creation platform, Barça Media (“Barça Media” or the “Business”), to the U.S. and other global financial
markets.
With more than 330 million fans and 434 million
television viewers during the 2021 / 2022 season alone and 421 million social media followers across the globe, FC Barcelona is one of
the world’s most visible and valuable sports franchises. Barça Media centralizes the creation, production and commercialization
of FC Barcelona’s audiovisual, digital and esports output. The Business incorporates substantially all of the digital content the
Club has produced over the past 20 years, targeting fans of all ages around the globe. Its mission is to produce dynamic and engaging
content that feeds the Club’s different distribution channels and can be promoted via FC Barcelona’s various social media
platforms (Twitter, Instagram, Facebook, YouTube, Twitch), which together generated nearly 2.5 billion interactions during the 2021
/ 2022 season. Barça Media also licenses content to and partners and collaborates with other best-in-class content platforms including
Disney+, DirecTV, Sony Pictures, Univision, DAZN and others. Each year, Barça Media produces thousands of pieces of original content
and services to grow FC Barcelona’s brand recognition and position itself to be a global digital media and entertainment powerhouse
in a massive global marketplace.
The combination with Mountain & Co. I
Acquisition Corp. will give Barça Media access to the U.S. capital markets to create an even stronger platform to accelerate its
multi-pronged growth strategy. FC Barcelona has the largest fanbase among all professional football clubs and an exceptional brand recognition.
Barça Media intends to capitalize on these factors and leverage strong market tailwinds, to produce original content that stimulates
fan engagement and drives long-term profitable growth. FC Barcelona expects Barça Media to serve as an important source of revenue
in the coming years and has assigned significant resources to support the Business.
“We have made considerable progress in the
digital and audiovisual spaces to ensure that Barça Media will grow into a multifaceted content creation hub that leverages the
power and unique assets of the world-renowned FC Barcelona brand,” commented Joan Laporta, FC Barcelona President. “The differentiated
content that we have already produced has proven extremely valuable, resonating well and driving meaningful engagement with our growing
global fanbase while generating new revenue streams. This step is a strategic decision that will give us additional resources to continue
to grow the platform at a time when the demand for sports-themed digital content is expanding exponentially.”
Dr. Cornelius Boersch, CEO of Mountain &
Co. I Acquisition Corp., commented, “Barça Media has demonstrated its ability to manufacture, market and monetize original
content that reaches and resonates with FC Barcelona fans across different channels. Additionally, the Business is doing this in a highly
deliberate manner that will drive sustained fan interest and support free cash flow growth. Football is already the world’s most
popular sport and continues to gain traction in high-growth markets such as the United States. With the 2026 FIFA World Cup being played
in 16 cities across North America, we believe it is an excellent time for this partnership and to capitalize on a growing captive audience
for the authentic content the Business is creating. We look forward to partnering with the Business to further its mission.”
Key Transaction Terms
The
transaction values the pro-forma company at an estimated enterprise value of approximately US$1 billion, and will provide
unrestricted cash on Barça Media’s balance sheet depending on redemption levels. Upon closing, the Class A common stock
of the combined company is expected to be listed on NASDAQ under the ticker symbol “BRME”.
Assuming
no redemptions and no further capital raised, it is expected that the closing of the transaction will result in around 80% of the
outstanding shares being owned by Barça Media’s existing shareholders, including FC Barcelona, Blaugrana Invest,
S.à.r.l. and Libero Football Finance AG. FC Barcelona is
expected to own a majority of the shares in Barça Media as a result of the transaction. Blaugrana Invest,
S.à.r.l. which is within the corporate group of Socios.com, a leading sports and entertainment fan engagement platform, and Libero
Football Finance AG, a Germany-based pan-European specialist in working capital financing for football companies, are both strategic
partners of Barça Media. In connection with the transaction, Libero Football Finance AG and another purchaser, advised by
NIPA Capital B.V. which will continue to manage and advise the entity, each purchased a portion of shares of the Club’s
digital business from existing minority shareholders and each will be represented on the board of directors of Barça
Media.
Barça Media is led by a highly experienced
team of sports, media and entertainment professionals. Upon completion of the
business combination, as part of a broader transition team, Mountain & Co. I Acquisition Corp.’s Chief Financial Officer
Alexander Hornung and Chief Strategy Officer Dr. Thomas Middelhoff, who previously served as CEO of multinational media conglomerate
Bertelsmann, will join Barça Media as Chief Financial Officer and Chief Strategy Officer, respectively.
The transaction requires the approval of shareholders
of Mountain & Co. I Acquisition Corp., the approval of members of the Club’s general assembly and is subject to other customary
closing conditions and is expected to close in the last quarter of 2023.
Investor Presentation Information
Investors may listen to a conference call regarding
the proposed business combination on Friday, August 11, 2023 at 8:00am ET.
Investors may access the call and corresponding
investor presentation with more information at www.mountain-spac.com. The investor presentation was also furnished by Mountain &
Co. I Acquisition Corp. with the U.S. Securities and Exchange Commission (the “SEC”) as an exhibit to a Current Report
on Form 8-K, and is available on the SEC website at www.sec.gov.
Advisors
Key
Capital acted as exclusive financial advisor to FC Barcelona. Perez-Llorca acted as lead legal advisor to FC Barcelona and Troutman
Pepper Hamilton Sanders LLP acted as a US legal advisor to FC Barcelona. Sullivan & Cromwell LLP acted as lead legal advisor
to Mountain & Co. I Acquisition Corp. Stifel acted as capital markets advisor to Mountain & Co. I Acquisition Corp.
Kirkland & Ellis LLP acted as legal advisor to Stifel.
About Barça Media
Barça Media is the digital content creation
platform for FC Barcelona, one of the world’s most successful and storied professional football clubs. Barça Media centralizes
the creation, production and commercialization of FC Barcelona’s, digital and esports output. The Business incorporates all of the
digital content the Club has produced over the past 20 years targeting fans of all ages around the globe. Its mission is to produce dynamic
and engaging content that feeds FC Barcelona’s different distribution channels and can be promoted via the club’s various
social media channels. Barça Media serves to capitalize on the strength of FC Barcelona’s global brand as well as strong
market tailwinds to produce original digital content that stimulates fan engagement and drives long-term profitable growth.
About Mountain & Co. I Acquisition
Corp.
Mountain & Co. I Acquisition Corp. is
a blank check company incorporated for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or entities. Listed on the NASDAQ under the ticker “MCAA,” Mountain &
Co. I Acquisition Corp. was formed by the founders of international investment firm Mountain Partners.
Forward-Looking Statements
This communication contains forward-looking statements
within the meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions
and on information currently available to Mountain & Co. I Acquisition Corp. (“Mountain”) and Bridgeburg Invest,
S.L. (the “Company”), an indirect subsidiary of the Club under a newly-formed Netherlands private limited liability company
to be renamed Barça Media. In some cases, you can identify forward-looking statements by the following words: “budget,”
“may,” “will,” “could,” “would,” “should,” “forecast,” “future,”
“might,” “outlook,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,”
“ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions
that are predictions or indicate future events or prospects, although not all forward-looking statements contain these words. Any statements
that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as
they relate to the proposed transaction, are also forward-looking statements. These forward-looking statements involve risks, uncertainties
and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by these forward-looking statements. Most of these factors are outside Mountain’s, the Company’s and
Barça Media’s control and are difficult to predict. Forward-looking statements in this communication include, but are not
limited to, statements regarding the proposed transaction, including the timing and structure of the transaction, the satisfaction of
the closing conditions to the proposed transaction, the level of redemptions by Mountain’s public shareholders, the prospects and
anticipated value of Barça Media and its content, services and brand in the future, and the proceeds and benefits of the proposed
transaction. These forward-looking statements are subject to a number of risks and uncertainties, including, among others: changes in
domestic and foreign business, market, financial, political and legal conditions; the ability to complete the business combination due
to the requirement to obtain approval from Mountain’s shareholders and the Club’s general assembly, and to satisfy other closing
conditions in the business combination agreement; the ability to successfully negotiate and enter into the ancillary agreements to the
business combination agreement, including, but not limited to, the content production and license agreement; the occurrence of any event
that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that have been or
may be instituted against Mountain, the Company, the Club or others; the ability to recognize the anticipated benefits of the proposed
transaction; the amount of redemption requests made by Mountain’s public shareholders; whether Barça Media’s shares
will be approved for listing on the Nasdaq and the ability to meet stock exchange listing standards following the consummation of the
proposed transaction; the risk that the proposed transaction disrupts current plans and operations as a result of the announcement and
thereafter; costs related to the proposed transaction; the Company’s ability to grow and achieve its business objectives; the
effects of competition on the Company’s future business; changes in consumer viewing habits and the emergence of new content
distribution platforms; the Company’s ability to execute a digital media strategy that generates the revenue anticipated; the Company’s
ability to maintain, enhance and protect and the Company’s dependence on the popularity of the Club’s brand and reputation;
the Company’s ability to adequately protect against media piracy; the ability of Mountain, Barça Media or the Company to
issue equity or obtain financing in connection with the proposed transaction or in the future; and other risks and uncertainties, including
those to be included under the heading “Risk Factors” in the registration statement on Form F-4 to be filed by Barça
Media with the SEC and those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended
December 31, 2022 of Mountain and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC.
The forward-looking statements in this communication
speak only as of the date of this communication. However, while Mountain, the Company and Barça Media may elect to update these
forward-looking statements at some point in the future, there is no current intention to do so, except to the extent required by applicable
law. You should, therefore, not rely on these forward-looking statements as representing the views of Mountain, the Company and Barça
Media as of any date subsequent to the date of this communication.
Additional Information and Where to Find It
In connection with the proposed transaction, Barça
Media intends to file with the SEC a registration statement on Form F-4 that will include a prospectus with respect to Barça
Media’s securities to be issued in connection with the proposed transaction and a proxy statement with respect to the shareholder
meeting of Mountain to vote on the proposed transaction. Shareholders of Mountain and other interested persons are encouraged to read,
when available, the preliminary proxy statement/prospectus as well as other documents to be filed with the SEC because these documents
will contain important information about Barça Media, the Company, Mountain and the proposed transaction. After the registration
statement is declared effective by the SEC, the definitive proxy statement/prospectus to be included in the registration statement will
be mailed to shareholders of Mountain as of a record date to be established for voting on the proposed transaction. Once available, shareholders
of Mountain will also be able to obtain a copy of the registration statement, including the proxy statement/prospectus, and other documents
filed with the SEC without charge, by directing a request to: Mountain & Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302
Wilmington, Delaware 19807. The preliminary and definitive proxy statement/prospectus to be included in the registration statement, once
available, can also be obtained, without charge, at the SEC’s website (www.sec.gov).
Participants in the Solicitation
Mountain, the Company and Barça Media and
their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential
transaction described in this communication under the rules of the SEC. Information about the directors and executive officers of
Mountain and their ownership is set forth in Mountain’s filings with the SEC, including its annual report on Form 10-K for
the year ended December 31, 2022 and subsequent filings, including quarterly reports on Form 10-Q and Forms 4. Information about
the Company’s and Barça Media’s respective directors and executive officers and their ownership will be set forth in
the preliminary and definitive proxy statement/prospectus to be included in the Registration Statement. Additional information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Mountain’s shareholders in connection
with the potential transaction will be set forth in the preliminary and definitive proxy statement/prospectus to be included in the Registration
Statement. These documents are available free of charge at the SEC’s website at www.sec.gov or by directing a request to: Mountain &
Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807.
No Offer or Solicitation
This
communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect
of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy any securities of
Mountain or Barça Media, nor shall there be any sale of
any such securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of
a prospectus meeting the requirements of the Securities Act.
Contacts
Investors:
ICR
Jacques Cornet and Brett Milotte
BarcelonaMedia@icrinc.com
Media:
ICR
Jason Chudoba, Megan Kivlehan, Matthew Chudoba
BarcelonaMedia@icrinc.com
Exhibit 99.2
| Barça Media
Investor Presentation
August 2023 |
| Disclaimer
Disclaimer
This investor presentation (together with oral statements made in connection herewith, this “Presentation”) is provided for informational purposes only and has been prepared to assist interested parties in making their own evaluation with
respect to a proposed business combination (the “Proposed Transaction”) between Mountain & Co. I Acquisition Corp (“Mountain”) and Bridgeburg Invest, S.L. (the "Company"), an indirect subsidiary of FC Barcelona (“FCB”) , under a newly
formed Netherlands private limited liability company to be renamed Barça Media ("TopCo"), and for no other purpose. The information contained herein does not purport to be all inclusive. The information contained in this Presentation is
preliminary in nature and subject to change, and any such changes may be material. None of the parties nor their respective directors, officers, stockholders or affiliates makes any representation or warranty, expressed or implied as to the
accuracy, completeness or reliability of the information contained in this Presentation or otherwise made available nor as to the reasonableness of any assumption contained herein or therein. Nothing contained herein is, or shall be relied up
on as, a promise or representation, whether as to the past or the future. Any reproduction or distribution of this Presentation, in whole or in part, or the disclosure of its contents, without the prior consent of Mountain is prohibited. Nothing
herein should be construed as legal, financial, tax or other advice. You should consult your own advisers concerning any legal, financial, tax or other considerations concerning the opportunity described herein.
Completion of the Proposed Transaction is subject to, among other matters, approval by Mountain’s shareholders and FCB’s general assembly and the satisfaction or waiver of the closing conditions set forth in the business combination
agreement. No assurances can be given that the Proposed Transaction will be consummated on the terms or in the timeframe currently contemplated, if at all.
Forward-Looking Statements
This Presentation contains forward-looking statements within the meaning of section 27A of the Securities Act and Section 21E of the Exchange Act that are based on beliefs and assumptions and on information currently available to Mountain
, the Company and TopCo. In some cases, you can identify forward-looking statements by the following words: “budget,” “may,” “will,” “could,” “would,” “should,” “forecast,” “future,” “might,” “outlook,” “expect,” “intend,” “plan,” “anticipate,”
“believe,” “estimate,” “predict,” “project,” “potential,” “continue,” “ongoing,” “target,” “seek” or the negative or plural of these words, or other similar expressions that are predictions or indicate future events or prospects, although not all
forward-looking statements contain these words. Any statements that refer to expectations, projections or other characterizations of future events or circumstances, including strategies or plans as they relate to the Proposed Transaction, are
also forward-looking statements. These forward looking statements involve risks, uncertainties and other factors that may cause actual results, levels of activity, performance or achievements to be materially different from the information
expressed or implied by these forward-looking statements. Most of these factors are outside Mountain, the Company’s and TopCo’s control and are difficult to predict. Forward-looking statements in this communication include, but are not
limited to, statements regarding the Proposed Transaction, including the timing and structure of the transaction, the satisfaction of the closing conditions to the Proposed Transaction, the level of redemptions by Mountain’s public
shareholders, the prospects and anticipated value of Barça Media and its content, services and brand in the future, and the proceeds and the benefits of the Proposed Transaction. These forward-looking statements are subject to a number of
risks and uncertainties, including, among others: changes in domestic and foreign business, market, financial, political and legal conditions; the ability to complete the business combination due to the requirement to obtain approval from
Mountain’s shareholders and FCB’s general assembly, and to satisfy other closing conditions in the business combination agreement; the ability to successfully negotiate and enter into the ancillary agreements to the business combination
agreement, including, but not limited to, the content production and license agreement; the occurrence of any event that could give rise to the termination of the business combination agreement; the outcome of any legal proceedings that
have been or may be instituted against Mountain, the Company, FCB or others; the ability to recognize the anticipated benefits of the Proposed Transaction; the amount of redemption requests made by Mountain’s public shareholders; whether
TopCo’s Shares will be approved for listing on NASDAQ; the ability to meet stock exchange listing standards following the consummation of the Proposed Transaction; the risk that the Proposed Transaction disrupts current plans and
operations as a result of the announcement and thereafter; and costs related to the Proposed Transaction; the Company’s ability to grow and achieve its business objectives; the effects of competition on the Company’s future business;
changes in consumer viewing habits and the emergence of new content distribution platforms; the Company’s ability to execute a digital media strategy that generates the revenue anticipated; the Company’s ability to maintain, enhance and
protect and the Company’s dependence on the popularity of FCB’s brand and reputation; the Company’s ability to adequately protect against media piracy; the ability of Mountain, TopCo or the Company to issue equity or obtain financing in
connection with the Proposed Transaction or in the future; and other risks and uncertainties, including those to be included under the heading “Risk Factors” in the registration statement on Form F-4 to be filed by TopCo with the SEC and
those included under the heading “Risk Factors” in the annual report on Form 10-K for year ended December 31, 2022 of Mountain and in its subsequent quarterly reports on Form 10-Q and other filings with the SEC.
The forward-looking statements in this communication speak only as of the date of this communication. However, while Mountain, the Company and TopCo may elect to update these forward-looking statements at some point in the future,
there is no current intention to do so, except to the extent required by applicable law. You should, therefore, not rely on these forward-looking statements as representing the views of Mountain, the Company and TopCo as of any date
subsequent to the date of this communication.
2 |
| Disclaimer
Additional Information and Where to Find It
In connection with the Proposed Transaction, TopCo intends to file with the SEC a registration statement on Form F-4 that will include a prospectus with respect to TopCo’s securities to be issued in connection with the Proposed Transaction
and a proxy statement with respect to the shareholder meeting of Mountain to vote on the Proposed Transaction. Shareholders of Mountain and other interested persons are encouraged to read, when available, the preliminary proxy
statement/prospectus as well as other documents to be filed with the SEC because these documents will contain important information about TopCo, the Company, Mountain and the Proposed Transaction. After the Registration Statement is
declared effective by the SEC, the definitive proxy statement/prospectus to be included in the Registration Statement will be mailed to shareholders of Mountain as of a record date to be established for voting on the Proposed Transaction.
Once available, shareholders of Mountain will also be able to obtain a copy of the Registration Statement, including the proxy statement/prospectus, and other documents filed with the SEC without charge, by directing a request to: Mountain &
Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807. The preliminary and definitive proxy statement/prospectus to be included in the Registration Statement, once available, can also be obtained, without charge, at
the SEC’s website (www.sec.gov).
Participants in the Solicitation
Mountain, the Company and TopCo and their respective directors and executive officers may be considered participants in the solicitation of proxies with respect to the potential transaction described in this communication under the rules of
the SEC. Information about the directors and executive officers of Mountain and their ownership is set forth in Mountain’s filings with the SEC, including its annual report on Form 10-K for the year ended December 31, 2022 and subsequent
filings, including quarterly reports on Form 10-Q and Forms 4. Information about the Company’s and TopCo’s respective directors and executive officers and their ownership will be set forth in the preliminary and definitive proxy
statement/prospectus to be included in the Registration Statement. Additional information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of Mountain’s shareholders in connection with
the potential transaction will be set forth in the preliminary and definitive proxy statement/prospectus to be included in the Registration Statement. These documents are available free of charge at the SEC’s website at www.sec.gov or by
directing a request to: Mountain & Co. I Acquisition Corp., 4001 Kennett Pike, Suite 302 Wilmington, Delaware 19807.
No Offer or Solicitation
This communication is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the potential transaction and does not constitute an offer to sell or a solicitation of an offer to buy
any securities of Mountain or TopCo, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such
state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act.
Industry and Market Data
This Presentation contains estimates and information concerning our industry, including market position and the size and growth rates of the markets in which we participate, that are based on industry publications and reports or other
publicly available information. Industry surveys and publications generally state that the information contained therein has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy and
completeness of the included information. We have not independently verified this third-party information.
3 |
| 4
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About Barça Media
4
Click Here |
| 5
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Today’s Presenters
c
Barça Media Barça Media Transition Team
Toni Cruz Albert Bagó Alexander Hornung Dr. Thomas Middelhoff
5
CEO, Barça Media President, Barça Media CFO, Barça Media CSO, Barça Media
Experience
President, Endemol Spain
Founder, Gestmusic
Experience
Strategy Director, FC Barcelona
Experience
CFO, Mountain & Co.
MD Growth Equity, Mountain Partners
Experience
CSO, Mountain & Co.
CEO, Bertelsmann |
| 6
Draft
Access to U.S. capital markets is expected to accelerate Barça Media’s growth
strategy. With additional investment, Barça Media is poised to generate a
sizeable portion of the Club’s future revenue
Key Investments Highlights
Barça Media takes advantage of FC Barcelona’s powerful, global brand as one of
the most successful and popular European football teams
Massive untapped and under-monetized market of USD 160bn2 rapidly
growing due to tailwinds in eSports and Video-on-Demand sectors
Digital is the final frontier in monetizing sports and Barça Media is well-positioned to be a leader
Barça Media creates premium audiovisual and digital content, catering to a global
fan base with 420m+ social media followers1
, providing immediate customer access
Rapidly scalable business segments, with near-term path to profitability. Highly
cashflow-generative digital content business expected to be profitable from FY 1
6
1 Club Social Media Accounts (July 2023). Includes all official Clubs accounts across Instagram, Facebook, Twitter, TikTok and YouTube. Does not include followers on other social media platforms.
2 Market Opportunity defined as sum of eSports and Video-on-Demand (OTT) markets. The Video-on-Demand market has a size of USD 159bn (Statista, Video-on-Demand – Worldwide, 2023) and the
e-sports market is USD 1.42bn (Bloomberg, eSports Market to Hit $4.47 Billion by 2030: Cognitive Market Research). |
| Draft
A Powerful Combination
7
P Combination of experience in tech investments,
international M&A transactions and growth
management
P Dozens of board memberships
P Hundreds of tech investments
P Outstanding track record of tech VC and M&A deals
P One of the strongest brands in the world
P Extensive global fan base
P Exclusive & proprietary content that will leverage
current viewership of large and devoted fanbase
P 125 years of history
A unique opportunity to build a leading global sports & entertainment digital media company |
| Draft
8
Joan Laporta, President of FC Barcelona
“We have made considerable progress in the digital and audiovisual spaces to ensure that Barça
Media will grow into a multifaceted content creation hub that leverages the power and unique
assets of the world-renowned FC Barcelona brand. The differentiated content that we have
already produced has proven extremely valuable, resonating well and driving meaningful
engagement with our growing global fanbase while generating new revenue streams. This step is
a strategic decision that will give us additional resources to continue to grow the platform at a
time when the demand for sports-themed digital content is expanding exponentially.”
Dr. Cornelius Boersch, CEO of Mountain & Co.
“Barça Media has quickly demonstrated its ability to manufacture, market and monetize original
content that reaches and resonates with FC Barcelona fans across different channels. I feel the
business is doing this in a highly deliberate manner that will drive sustained fan interest and
support free cash flow growth. Football is already the world’s most popular sport and continues
to gain traction in high-growth markets like the United States. With the 2026 FIFA World Cup
being played in 16 cities across North America, we believe it is an excellent time for this
partnership and to capitalize on a growing captive audience for the authentic content the
business is creating. We look forward to partnering with the business to further its mission.” |
| About FC Barcelona
Section 1
9 |
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FC Barcelona is a Historic and Iconic Team
10
In the last 124 years, Barça has evolved from an amateur sports Club to a global brand.
1899-1919
The Club is born on November 29, 1899, at
a time when football is largely unknown in
Catalonia.
1919-1939
The first golden age of FCB begins in 1919.
In that year, the Club won numerous
honours in Catalonia and Spain. Four years
later, in 1923, the memberships reached
10.000 socis.
1939-1957
Despite the Spanish Civil War, the Club is
able to achieve one of its most successful
periods with the team of the Cinc Copes
(five cups).
1957-1969
During the 60s, Barça has modest sporting
success. Nonetheless the Club’s
membership grows, specially from the
moment the Club defines itself as More
than a Club.
1929
Barça wins the
first ever Spanish
National league
1909
First Stadium:
Carrer
Indústria
(6,000
spectators)
1957
The Camp Nou is
inaugurated. It is the
largest stadium in Europe
(ca. 100,000 spectators)
1973
Barça signs Johan Cruyff, an iconic
player in the Club’s history, who
changes the way Barça play football,
winning the Spanish league for the
first time in 14 years
1969-1978
The first steps to become a multi-sport
Club of reference begin in 1971, when the
Palau Blaugrana is constructed. Since then,
it has been the home stadium for
basketball, roller hockey and indoor
football.
1978-1988
In 1979, the Club wins the Cup Winners’
Cup. The 80s see the arrival of many
fantastic footballers (Quini, Maradona.
Schuster) and a return to the Club’s
democratic traditions.
1988-1996
Led by coach Johan Cruyff, Barça becomes
one of the biggest names in world football
and lays the foundation for the Club’s
signature style of play.
1996-2008
In 1999, Barça reaches its one hundredth
anniversary. In 2006, ithe team wins its
second Champions League in Paris against
Arsenal.
2008-2020
In the most successful years in its history,
Barça wins three more Champions League
titles in a decade of dominance for the
blaugranes.
2020s
FC Barcelona is beginning a new era,
rebuilding the Camp Nou and spinning-off
Barça Media.
1982
FCB signs Diego
Armando
Maradona, one
of the best
footballers in the
world at the time
1992
Barça wins its first
Champions League at
Wembley. The team became
known worldwide as the
“Dream Team”
21st Century
Since 2003, Barça has won 3 Club
World Cups, 4 Champions Leagues, 10
LaLiga titles and 6 Copas del Rey,
being led by players and managers
such as Ronaldinho, Messi, Iniesta,
Rijkaard and Guardiola
2022
Kick-off of the
“Espai Barça”
project, aimed at
building the best
stadium in the
world
2023
The Club
launches Barça
Media, a first of
its kind amongst
football clubs |
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A History of Winning
The Most Successful Football Club of the 21st Century
Recognized as
World’s Best Men’s
Club of the Decade
by IFFHS for 2001-2010
and 2011-20201
11x
(record)
7x
(record)
4x
(record)
Many of Football’s Biggest Stars Have Played for Barça
Kubala Cruyff Maradona Ronaldinho Messi
One of Europe’s Most Decorated Football Clubs
27x
(reigning)
31x
(record) 5x 3x
FIFA Club
World Cup
1 IFFHS, World’s Best Club of the Decade 2001-2010 and World’s Best Club 2011-2020.
11
Lewandowski
Barça is one of the most successful and storied European football clubs. |
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Més que un Club
12
The Club’s motto “more than a Club” encapsulates FC Barcelona’s commitment to its identity and social responsibility.
More than Voices
The Club its made up of the more than 150,000 members who
make the big decisions democratically, because working together
is the best way to ensure both sporting and managerial success.
More than Words
Humility, Effort, Ambition, Respect and Teamwork: Barça’s main
values are as important as its own style and seek to make a
positive impact in the world.
More than Talent
FC Barcelona does not just train its youngest players but
educates them. Barça doesn’t just want to attract the greatest
players but also use La Masia to nurture great people who are
recognised and recognisable both on and off the field.
More than Proud
Without forgetting its roots in Barcelona and its Catalan identity
and culture, FC Barcelona has always been open to the world, and
is a meeting ground for different people, cultures and nations.
More than Winning or Losing
FC Barcelona has its own unique style of play and will never
sacrifice it. Barça always wants to win but its style is as
important as any victory.
More than Magic
Barça works with some of the finest professionals and experts in
the world of sport, generating knowledge that the Club shares
to set new standards in sports knowledge and innovation.
More than a Goal
Barça is more than only football.
It is a multisport Club, competing at the highest level in
basketball, handball, roller hockey and futsal.
More than 11 Players
The Club strives to use its platforms to support the world’s most
vulnerable children and youth. Barça believes in the power of
sport to enact change.
More than Empowerment
FC Barcelona is firmly committed to women’s sports,
having a top professional women’s football team,
five training teams, and more than 600 girls and women in
teams in the Club’s nine different amateur sports. |
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More than 11 Players
• Set women's football single game
attendance record (91,553 people)
• World’s best female footballer
(Alexia Putellas)
• Barça Media is producing documentary
“Mother and Footballer”
• Sports used as a means of inclusion with
various sports teams with disabilities
• 45% female workforce planned by 2026
• 2.5% disabled workers planned by 2026
• Foundation has raised €11M and
benefited 1.1M+ kids in 34 countries
• Working locally and in 58 countries
around the world
• The Club donates up to 0.7% of its
earnings and players donate 0.5% of
their salaries
Barça Foundation changing
the lives of less fortunate
children
Leading women
empowerment in the
world of sports
Promoting diversity,
equality and inclusion
• Renewable energy: photovoltaik panels
to be installed in new Palau Blaugrana,
Camp Nou and on Campus Barça
• More green spaces: 25% more trees
• Certified by the DGNB, an internationally
recognized sustainability certification
• Publication of ‘Guide to a Green Office’
• Sponsored by ZENB
• Collaboration on NFT project with
Plastiks, a plastic recovery platform to
clean the oceans
• Sponsored by UNHCR with sponsor on
jerseys in Season 22/23
• Barça Foundation supporting their
projects in developing nations including
Turkey and Uganda
Endorsed by some of the
worlds leading Human Rights
organizations
Espai Barça aimed at
creating a more sustainable
Camp Nou
Advancing sustainability,
waste reduction and lower
energy consumption
13
Barça is committed to social change, believing in the power of sports to enact change. |
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More than Empowerment
Most Decorated
Spanish Women’s Team
Alexia Putellas –
the World’s Best Women’s Player
Record-Setting
Season 2022/2023
Captain Alexia Putellas is the current world’s best women’s player,
winning the Ballon d'Or Féminin award (2021, 2022) and the FIFA
The Best award (2021, 2022).
In the last season, FC Barcelona won the Spanish League and the
UEFA Champions League. The team set a record for going the
most games unbeaten in a row in the Spanish League with 62.
FC Barcelona is the Spanish professional women’s team with the
most domestic titles and the only one to have won the Women’s
Champions League.
2x
(reigning)
8x
(record)
Spanish
League
9x
(record)
Copa de
la Reina
14
FC Barcelona is the only Club to win the UEFA Champions League with both its male and female teams. |
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More than a Goal
FC Barcelona is a multisports club, competing at the highest levels
with six professional teams in five different sports.
15
European cups
won by other
multisports clubs1
25 11 8
European
Cup1
National
League
National
Cup
Basketball 2 20R,C 27
Handball 11R 30R,C 27R,C
Roller Hockey 22R 33R,C 25R
Futsal 4 7C 8R,C
Women’s Football 2C 8R,C 9R
Men’s Football 5 27C 31R
Historic: in 2022/23, for the first time ever,
all six professional teams won their domestic championship
46
European Cups1
Basketball
2
Handball
11
Futsal
4
Roller Hockey
22
Women’s
Football
2
Men’s Football
5
R Record Champion. C Reigning Champion as of Season 22/23. 1 Includes Champions League trophies and respective predecessors or equivalents. Does not include secondary European competitions such as
Europa League. |
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Draft
14 16 13 14
72
38
75 56
43
33
45
40
23
20
25
34
177
211
156 166
330 319 313 309
North America Latin America Europe MEA Asia-Pacific
One of the Most Popular Clubs in the World’s Most Popular Sport
Football is the world’s most followed sport and FC Barcelona has one of the largest fanbases.
500
800
850
900
1’000
2’000
2’500
3’500
1 World Atlas, The Most Popular Sports in the World, 2022. 2 GWI Global Web Index – Core Survey, Q2 2022 – Q1 2023. Estimates based on 976,245 responses worldwide. “Fans” are defined as individuals who are main or secondary supporters of the respective club.
16
Number of Fans (in m) Sports Fans Globally (in m)1 2 |
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Draft
One of the Strongest Brands in the World
One of the Best Known Brands in the World
Brand Performance Efficacy1
93
93 93 93
91 90 90 90
17
AAA+
FC Barcelona Brand Rating2
USD 5.51bn
FC Barcelona
Enterprise Value3
USD 1.4bn
FC Barcelona Brand Value2
Barça transcends sports and has become one of the world’s strongest brands.
1 Brand Finance Global 500, 2022; Brand Finance Football 50, 2023. Efficacy of a brand’s performance based on a set of intangible measures (global reach, marketing investment, business performance, among others). 2 Brand Finance Football 50, 2023. 3 Forbes, World’s Most Valuable Soccer Teams, 2023. |
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One of the Leading Revenue-Generating Football Clubs
1.38
1.53
1.75
1.81
1.83
1.90
1.93
1.93
2.05
(2020-2022, in EUR bn) The European professional
football market generated a
total revenue of EUR 29.5bn in
the 2021/22 season.1
The growth is driven by record
revenues in Europe’s Big Five
leagues due to record
matchday and commercial
revenues.1
The Club was hit particularly
hard by the loss of matchday
revenue during the Covid-19
pandemic.3
European Football Market Size1
+17% growth
since pandemic
The European Football Market European Football Clubs by Revenue (last 3-Years)2
(in EUR bn)
25.5
28.4
28.9
25.2
27.6
29.5
16/17 17/18 18/19 19/20 20/21 21/22
18
This strong brand also translates into revenues: Barça is one of the leading revenue-generating Clubs in European football.
Revenue Generated by Women’s Team: 7.7M (#1 in Europe)2
1 Deloitte, Annual Review of Football Finance 2023, 2023. Big Five consists of the Premier League in England, the Bundesliga in Germany, LaLiga in Spain, Serie A in Italy, and Ligue 1 in France. 2 Deloitte, Get up, Stand up – Football Money League, 2023. Ordinary revenue does not consider transfers and other non-recurring sources of revenue. 3 Deloitte, Restart – Football Money League, 2022. Ordinary revenue does not consider transfers and other non-recurring sources of revenue. |
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Draft
FC Barcelona captures the world’s attention, boosting a massive audience of more than 430m people.
Barça has a Massive Global Audience
13.7m
North America1
73.2m
Central &
South America1
205.4m
Europe1
44.6m
Asia-Pacific1
97.1m
67%
28%
2% 3%
434M
Global TV Audience
(21/22)1
Others
Africa & ME1
19
1 Nielsen Sports – TV Audiences, 2021-2022 and FC Barcelona Data. Includes all official competitions (live, delayed and repeated games). |
| About Barça Media
Section 2
20 |
| 21
Draft
Barça Media is the Final Frontier in the Monetization of Sports
The sporting world is shifting from traditional revenue streams to the digital world and Barça Media is well-positioned to be a leader.
Ticketing Merchandising Sponsoring TV Rights Digital Media
Why now? ü Consumer attention shifting away from TV
and towards digital platforms
ü Barça is a globally leading Club on social
media but fan base is under-monetized
ü Strong momentum building in U.S. market
(e.g. World Cup 2026)
21
1957
After outgrowing its previous stadium,
Barça opens Camp Nou, the largest
stadium in Europa, with a capacity of ca.
100,000 people.
1973
English team Leeds United starts selling replicas of their jersey to their fans,
starting a growing revenue stream for Clubs.1 In the same year, German Club
Eintracht Braunschweig is the first to feature sponsor’s logos on player’s shirts.1
Almost all Clubs follow suit. Barça refuses paying sponsors on its shirt until 20112
(since 2006, UNICEF had been featured free of charge3).
1997 / 2016
Since 1997/98, Spanish football Clubs
were able to negotiate their own TV
deals.4 In 2016, a model of centralised
sale of audiovisual rights through LaLiga
was adopted.5
2023
FC Barcelona launches Barça Media,
spinning off its digital & content
business.
1 Dave Moor, A Brief History of Football Kit Design in England and Scotland, May 2009. 2 The Guardian, Barcelona agree €150m shirt sponsor deal with Qatar Foundation, December 2010.
3 UNICEF, Futbol Club Barcelona, UNICEF team up for children in global partnership, September 2006. 4 Luis Torres, The Spanish TV Rights Distribution System after the Royal Decree: An Introduction, May 2015. 5 LaLiga, LaLiga celebrates the first anniversary of the approval of Royal Decree 5/2015, May 2016. |
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Draft
Barça Media is expected to benefit from immediate access to FC Barcelona’s 420m+ engaged social media followers.
FC Barcelona is the Leading Football Club on Social Media
146M 141M 90M 29M 15M
239
208
118
100 99.4
88.5
… and has the Highest Engagement
Active Engagement (likes, comments, shares) on social media platforms in
2022 (in Mio.)2
Barça is the Most Followed Football Club on Social Media …1
Other European Football Clubs
413M 219M 187M
421M
Social Media Followers
22
1 Club Social Media Accounts (July 2023). Includes all official Club accounts across Instagram, Facebook, Twitter, TikTok, and YouTube. Does not include followers on other social media platforms. 2 Mundo Deportivo, Barça, the leader of online engagement worldwide, April 2023. |
| 23
Draft
23
Content and Digital segments are expected to represent one of the Club’s most relevant revenue-generating business units in the mid-term.
23
Barça Media will be a Key Growth Driver for FC Barcelona
FC Barcelona Revenue Breakdown and Expected Evolution
TV Rights;
36%
Commercial;
35%
Stadium /
Matchday;
19%
Other; 11%
Current (% of Sales)
Barça
Media
Strategic Target1
$$$
1 FC Barcelona internal planning. |
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Draft
Barça eSports
Barça Studios
Barça Vision
Barça Media
Strategic Partners:
24 |
| Draft
What is Barça Media
Barça Media centralizes the creation, production and commercialization of FC Barcelona’s audiovisual, digital and eSports output.
25
Activities
• Competing in professional eSports leagues &
tournaments
• eSports events
Revenue Models
• Prize pools
• In-game revenues
• Sponsorships & Merchandising
• League & tournament licenses
Activities
• Creation & monetization of utility NFTs
• Metaverse, web3, VR & AR projects
• Virtual & physical events (in Metaverse or at the
stadium, e.g. concerts)
Revenue Models
• NFT sales
• Licensing
• Advertising & sponsorship
• Ticketing & hospitality
Barça Studios Barça Vision Barça eSports
Activities
• Subscription-based OTT channels
• Free ad-supported streaming (FAST) channels
• Premium content production for OTT & FAST
channels, FC Barcelona & third-parties1
Revenue Models
• Subscriptions
• Advertising
• Licensing / Distribution
• Content Production
1 Production of corporate, social media, web&app content for FC Barcelona, recording Club’s day-to-day activities, content production for external clients, premium content production for OTT & FAST channels and/or for distribution to external service
providers. |
| 26
Draft Barça Studios
Snapshot of the Content Portfolio
26
Catalogue
Over the last 5 years, Barça has produced 70+ original shows, documentaries and movies.
TV Series Documentary
Series
Documentaries Scripted
Feature Films
Recent Production: Matchday
Behind the scenes look of FC Barcelona. The Club agreed a
distribution partnership with Netflix for this series.
Upcoming Productions
For 2023/24, Barça Studios expects to create 10+ new productions, including behind-the-scenes documentary
series “A New Era III” and “Queens of the Pitch”, documentary “Mother & Footballer”, and an animated series. |
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Draft
Opportunity for Barça Studios
Barça Studios is well-positioned to seize the audiovisual opportunity operating in one of the
strongest growth markets in sports and entertainment.
Barça Studios
1 Statista, Video-on-Demand – Worldwide, 2023.
27
Context
Positioned to be a leader in the global “sportainment” revolution
Significant customer acquisition cost savings with a day-one base of
421m social media followers
Create new content formats and IP to build a profitable business
Opportunity for a unique partnership that will highlight the value of the
Barça brand
Build world-class content for global audiences
Forefront of digital transformation of sports media
Leverage franchising and third-party licensing opportunities
Steady flow of exclusive daily news using FAST channels for distribution
Business Opportunity
USD 159.4B
Proj. Global Video-on-Demand Market 20231
9.71%
Proj. CAGR
(2023-2027)1
Substantial & Growing Market |
| 28
Draft Barça Vision
Digital Content Track Record and Roadmap
28
Through emerging technologies (Blockchain, VR/AR), Barça Vision strives to bring the Club’s history to its fans all across the globe.
Track Record
Two exclusive “Masterpiece” NFTs auctioned off for ca. USD 1m
Helped recover >25,000kg of plastic through Barça Digital
Collectibles, in cooperation with Plastiks
Projects
Masterpiece #1
Sold ‘In a Way Immortal’
for ca. USD 700,000 in July ’22 at
Sotheby’s New York auction house
Completed Ongoing Coming Soon
Plastiks
Plastiks is a verifiable and transparent
plastic recovery platform utilizing a
carbon neutral blockchain
Digital Community
Building a unified digital audience
through Web3-related platforms, with
rapidly growing follower counts
Spotify Camp Nou Digital Seats
Leverage the old physical
seats of the Spotify Camp Nou
to create unique NFTs
Masterpiece #2
Sold an NFT of Alexia Putellas, the
best women’s footballer in the world,
for ca. USD 300,000 in June ‘23
Strategy
Wide offering of utility NFTs at different price points (free, collectibles, exclusives & masterpieces)
Leveraging library of 20+ years of content (historic moments, live moments), historic objects, Spotify
Camp Nou seats, jerseys etc. |
| 29
Draft Barça Vision
Opportunity for Barça Vision
29
Barça Media is positioned to capitalize on a growing digital marketplace.
Opportunity
Digital assets are logical evolution of traditional collectibles which have always
played a large role in sports
Utilities connected to digital assets can bring fans closer to the Club, through
raffles, unique experiences, access, feeling of ownership, artwork etc.
Create Barçaverse, a digital community where fans from around the world
come together
Sports Fans are early adopters of digital assets as new era of
traditional collectibles
1 Sorare and Dapper Labs (creator of NBA Top Shot) have both entered into licensing agreements with LaLiga. 2 Research and Markets, United States Sports Trading Card Market Report 2022, 21.02.2023.
Fantasy sports game with
ownable digital trading cards1
USD 62bn
Proj. size of U.S. sports
trading card market (2027)2
Video highlights of sporting
moments as collectibles1
USD 1.2bn+
Total Sales of
NBA Top Shot |
| 30
Draft Barça eSports
Barça eSports Overview
30
Barça eSports presents an opportunity to connect with a young new audience, particularly in Asia.
Barça competes in a range of games played across different mediums
Business Opportunity of eSports Market
532m
Global eSports
Audience (2022)2
17.8%
Proj. CAGR
(2023-2030)3
USD 1.42bn
Market Size
20223
68%
of eSports players are
younger than 354
49%
Penetration Rate
in Spain5
1 Sports Video Group, Spanish Esports Organization LVP See Off 2022 With 77.3 Million Cumulative Viewers Globally, 05.01.2023.
2 Statista, eSports Audience Size Worldwide from 2020 to 2025. 3 Bloomberg, eSports Market to Hit $4.47 Billion by 2030: Cognitive Market Research.
4 Nielsen eSports, The ROI of eSports, January 2022. 5 Deloitte, The Spanish esports market: Let’s Play! 2021.
Current Planned / Prospective
160m
eSports Enthusiasts
in Asia-Pacific6
• Competing in eFootball
Championship Pro against other
football clubs
• Part of global partnership with
publisher Konami
• Competing in LVP Superliga, top-level Spanish LoL league
• 77.3m cumulative viewers globally
(2022)1
• Potential to enter Chinese league in
future
6 Newzoo, Global Esports & Live Streaming Market Report, 2022.
• Competing in regional league with
goal of qualifying for Europe-wide
league
• Launching female team as part of
“Game Changers” initiative
• First step into mobile gaming
• Potential to activate Middle East &
China where Arena of Valor is most
played videogame
• Strategic licensing & sponsorship
opportunities
• Potential to activate U.S. market
• Strategic licensing & sponsorship
opportunities |
| Section 3
Industry Benchmarks
31 |
| 32
Draft
Highly Scalable Business Model
Barça Studios Barça Vision Barça eSports
Key Revenue
Models
• Subscription Revenue
• Content Licensing Fees
• Sales (NFTs)
• Licensing Fees
• Capital gains (media ventures)
• Contractual (Sponsorship)
• Event-based (prizes / merch)
Illustrative
Industry
Benchmarks2 22%
(CY23E EBITDA Margin)3
21%
(CY21-CY22 Revenue Growth)3
12%
(Average CY23E EBITDA Margin)3
Barça Media is focused on three highly scalable and profitable business segments.1
32
1 Carve-out financials for the respective business units are being prepared by EY.
2 No projection of results but an illustrative depiction of industry benchmarks. 3 Financial metrics calculated using publicly available information sourced from S&P Capital IQ as of 7/25/2023. Netflix EBITDA does not include content amortization as an add-back. EBITDA is a non-GAAP measure. Non-GAAP measures have limitations, including
that they may be calculated differently by companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. |
| 33
Draft
Illustrative Analysis of Profit Potential1 Total Annual EBITDA Per Follower
2
Conversion Rate
0.25% 0.50% 0.75% 1.00% 1.25% 1.50% 1.75% 2.00% 2.25%
$5.0 $5’250’000 $10’500’000 $15’750’000 $21’000’000 $26’250’000 $31’500’000 $36’750’000 $42’000’000 $47’250’000
$10.0 $10’500’000 $21’000’000 $31’500’000 $42’000’000 $52’500’000 $63’000’000 $73’500’000 $84’000’000 $94’500’000
$15.0 $15’750’000 $31’500’000 $47’250’000 $63’000’000 $78’750’000 $94’500’000 $110’250’000 $126’000’000 $141’750’000
$20.0 $21’000’000 $42’000’000 $63’000’000 $84’000’000 $105’000’000 $126’000’000 $147’000’000 $168’000’000 $189’000’000
$25.0 $26’250’000 $52’500’000 $78’750’000 $105’000’000 $131’250’000 $157’500’000 $183’750’000 $210’000’000 $236’250’000
$30.0 $31’500’000 $63’000’000 $94’500’000 $126’000’000 $157’500’000 $189’000’000 $220’500’000 $252’000’000 $283’500’000
$35.0 $36’750’000 $73’500’000 $110’250’000 $147’000’000 $183’750’000 $220’500’000 $257’250’000 $294’000’000 $330’750’000
$40.0 $42’000’000 $84’000’000 $126’000’000 $168’000’000 $210’000’000 $252’000’000 $294’000’000 $336’000’000 $378’000’000
$45.0 $47’250’000 $94’500’000 $141’750’000 $189’000’000 $236’250’000 $283’500’000 $330’750’000 $378’000’000 $425’250’000
Assumption: 420,000,000 social media followers
FC Barcelona’s large social media following provides access to a large customer base with enormous potential for monetization.
33
1 No projection of results; represents solely an illustrative sensitivity analysis of monetization potential based on number of existing social media followers.
2 EBITDA is a non-GAAP measure. Non-GAAP measures have limitations, including that they may be calculated differently by companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to
company. |
| 34
Draft
Industry Peers & Multiples
There are no perfect peers for Barça Media, the digital media business of a major sports team.
Sports Content Creation
20x
(EV / EBITDA FY24)1
Diversified Content Creation
15x
(EV / EBITDA FY24)1
Content Production & Streaming
12x
(EV / EBITDA FY24)1
Main Difference to Barça Media:
Barça Media benefits from sports as content-generating asset without having to invest in
sporting talent, events or infrastructure.
Main Difference to Barça Media:
Other content creation and/or production companies have a largely transactional relationship to their
customers. Barça Media benefits from deep emotional relationships between the Club and its fans.
It has a unique ability to leverage emotional storytelling around the FC Barcelona brand.
34
1 Enterprise Value / EBITDA multiples for the above-mentioned peer groups represent the median multiple based on publicly available information on S&P Capital IQ as of 7/25/2023. EBITDA is a non-GAAP measure. Non-GAAP measures have limitations, including
that they may be calculated differently by companies or may be used under different circumstances or for different purposes, thereby affecting their comparability from company to company. |
| Section 4
Board, Management & Transaction Overview
35 |
| 36
Board of Directors
36
Alexander Hornung
CFO,
Mountain & Co.
Rafael Yuste
First Vice President Sporting Area,
FC Barcelona
Joan Laporta
President,
FC Barcelona
Ferran Olivé
Treasurer,
FC Barcelona
Miles Gilburne
Independent Director,
Mountain & Co.
Juli Guiu
Vice President Marketing Area,
FC Barcelona
+ Additional Directors
Eduard Romeu
Vice President Economic Area,
FC Barcelona |
| 37
Management Bios
37
Toni Cruz, Chief Executive Officer
Toni Cruz will serve as Barça Media’s Chief Executive Officer and director. Mr. Cruz joined FC Barcelona in July 2022 as an external consultant to lead the transformation of the Club’s audiovisual
and digital content businesses. A media entrepreneur and executive with more than 35 years of experience, Mr. Cruz started his career as a member of music group La Trinca, which he co-founded in 1968. In 1987, Mr. Cruz co-founded the television production company Gestmusic. In 2002, subsequent to the acquisition of Gestmusic by Endemol, Mr. Cruz was appointed CEO of
Endemol-Spain where he served until 2011. At Gestmusic and Endemol, Mr. Cruz was responsible for creating numerous successful formats for an audience in Spain and internationally, including
Operación Triunfo. In 2012, Mr. Cruz founded the museum Gaudí Experiència, dedicated to Catalan architect Antoni Gaudí. Since 2012, Mr. Cruz has served as CEO of RESET TV, a company
dedicated to the creation and internationalization of new television formats, which he co-founded in 2012.
Albert Bagó, President
Albert Bagó will serve as Barça Media’s President. He currently services as Strategy Director of FC Barcelona, a role in which he has served since July 2021. He has been working at the Club since
March 2019 serving as Head of Strategy & Business Analytics before transferring to his current role. Before joining FC Barcelona, Mr. Bagó gained experience at ISDIN, ZS, Credit Suisse and
Accenture Strategy. He holds an Engineering Degree from Universitat Politècnica de Catalunya and an MBA from IESE Business School. He also has completed the FIFA/CIES International
Programme in Sports Management.
Alexander Hornung, Chief Financial Officer
Alexander Hornung will serve as Barça Media’s Chief Financial Officer and director. Mr. Hornung currently serves as Chief Financial Officer of Mountain & Co. I Acquistion Corp, a position he has
held since 2021. He joined Mountain Partners in 2018 and has been serving as Managing Director Growth Equity since 2021. Mr. Hornung has been serving on the board of Asian tech-enabled
coffee chain, Flash Coffee, since 2021. He is the co-founder and former board member of Swiss-based early-stage venture capital firm Conny & Co. AG and has grown the company together with
Dr. Cornelius Boersch since its inception in 2019. His collaboration with Dr. Boersch began during his studies of law and business at the European Business School, when Dr. Boersch backed Mr.
Hornung’s first entrepreneurial activities. Mr. Hornung gained experience in international capital markets law with Skadden, Arps, Slate, Meagher & Flom LLP (Frankfurt am Main, Germany) and
large-scale cross-border investing at Silk Road Finance Corporation (Hong Kong, S.A.R.) and Chinastone Capital Management Ltd. (Beijing, China). He holds a Bachelor of Laws and a Master of Arts
in Business for Legal Professionals from European Business School as well as a Master in Management and Economics from the Yenching Academy of Peking University.
Dr. Thomas Middelhoff, Chief Strategy Officer
Dr. Thomas Middelhoff will serve as Barça Media’s Chief Strategy Officer. He currently serves in the same role at Mountain & Co. I Acquisition Corp, a position he has held since 2023.
Dr. Middelhoff is an experienced media executive, investment professional and entrepreneur, having served in key management positions across various companies with a global footprint.
Dr. Middelhoff served in various capacities at global media conglomerate Bertelsmann beginning in 1986 and including as CEO of Bertelsmann from 1998 to 2002. During his tenure, he was
responsible for the Bertelsmann’s investment of $50 million in AOL and the subsequent divestment in AOL, yielding a return of more than $6 billion. Dr. Middelhoff served as director on the board
of several media and telecommunication companies, including AOL Time Warner, New York Times, Vivendi, Barnes & Noble, Napster, Metro AG, and as Chairman of RTL Group and Thomas Cook
Group. After his departure from Bertelsmann, Dr. Middelhoff served as Partner at Investcorp. overseeing the group’s European investment activities from London. He later became Chairman and
CEO of Arcandor and served in that capacity from 2004 to 2009. In 2014, Dr. Middelhoff, in connection with the misuse of corporate aircraft and the expensing of a commemorative publication,
was convicted in Germany of breach of trust and related tax evasion with total damages being ultimately determined by the German court to be less than EUR 500,000. In 2015 Dr. Middelhoff
filed for personal insolvency. Dr. Middelhoff studied business economics and received his PhD from Westfälische Wilhelms-Universität Münster. |
| 38
Draft
Illustrative Transaction Overview
Transaction summary
Valuation
Pro forma enterprise value of Barça Media of $973 million post-business combination
Transaction structure
Mountain & Co. I Acquisition Corp. (“Mountain”) (Nasdaq: MCAAU) to combine with
media and digital content business units of Futbol Club Barcelona with the creation of
Barça Media
Capital structure of Barça Media
Transaction will provide unrestricted cash to the company’s balance sheet
Trust redemption (%)
Uses ($ in millions) 20% 50% 70%
Equity consideration to stockholders 900 900 900
Cash to Company balance sheet 82 44 8
Transaction expenses2 30 30 30
Total uses 1,002 964 938
Trust redemption (%)1
Sources ($ in millions) 20% 50% 70%
Public Entity cash in trust 102 64 38
Company stockholders’ rollover 900 900 900
Total sources 1,002 964 938
Pro-forma capitalization and ownership of Barça Media
($ and shares in millions, except per share values)
Trust redemption (%)
Pro forma valuation 20% 50% 70%
Pro forma shares outstanding 106 102 100
Illustrative share price $10.00 10.00 $10.00
Pro forma equity value $1,060 $1,022 $996
Pro forma net cash on balance sheet $87 $49 $23
Pro forma enterprise value $973 $973 $973
Pro-forma ownership of Barça Media3
(% of outstanding)
Public entity public shares
(% of outstanding: 12%)
Public entity sponsor shares
(% of outstanding: 5%)
Rollover shares
(% of outstanding: 83%)
38
83%
12%
5%
Note: Figures are rounded.
1 These tables are intended to only illustrate the potential outcomes based on certain redemption rates of Mountain public shareholders. There is no assurance that such redemption rates will not exceed the percentages reflected in such tables and, if such
redemption rates do exceed such amounts, the cash ultimately available to the company as well as the information reflected in such tables could be materially affected.
2 Including deferred underwriting fees. 3 Excluding warrants & assuming no redemptions by Mountain public shareholders. Based on current market conditions, redemptions may be high. |
| 39
Draft
Legal Entity Structure
New company
FC BARCELONA
Barça Produccions S.L.
Barça Media
(new public company)
Bridgeburg Invest S.L.2 Mountain
100%
TBD TBD
100% 100%
39
1 Includes existing shareholders of Bridgeburg Invest S.L., including Socios (Blaugrana Invest), Orpheus Media, Libero Football Finance AG and NIPA Capital B.V.
2 Bridgeburg Invest S.L. is a Spanish limited liability company that will assume, prior to the consummation of the transaction, the assets and liabilities associated with Barça Media.
Other Investors1 |
| Summary of Risk Factors
Section 5
40 |
| 41
Draft
Summary of Risk Factors
Risk Factors Related to our Business, FC Barcelona, and its Brand
We are an early stage company with no operating history. We expect to continue to incur significant losses for the foreseeable future and we may not be able to achieve or maintain profitability.
Our business is highly dependent on FCB’s brand and reputation.
Our business is heavily reliant on FCB-related content. However, FCB does not own all of the material intellectual property (“IP”) related to the content, such as IP related to live match day content for LaLiga and UEFA matches, and rights
of publicity and similar rights to FCB’s personnel, including its players.
We depend heavily on advertising and monetizing our products and services through social media platforms. Events that would cause the size and loyalty of FCB’s followership to decline, or the failure of FCB to maintain or attract new
followers, may significantly harm our business.
Our business is dependent upon FCB’s ability to attract and retain key personnel, including its players. FCB’s performance in the different championships, in particular in LaLiga and UEFA directly affects, and a weak performance in LaLiga
and UEFA (including unfavorable publicity thereof) would negatively affect, FCB’s ability to attract or retain talented personnel, including players and coaching staff, which could have a material adverse effect on our operating results and
business.
FCB is currently subject to investigations by a football governing body and a court related to certain alleged payments made by FCB to companies owned by the former vice president of the referee committee in Spain, Jose Maria Enriquez
Negreira. FCB may become subject to further litigations and investigations in connection with these alleged incidents. Adverse litigation judgments or investigation findings, as well as negative publicity resulting from these alleged
incidents, could damage FCB’s brand and reputation and negatively impact our business.
FCB will own a majority of our ordinary shares as of the closing and is expected to exert significant control over us.
Barça Produccions S.L., a subsidiary of FCB (“BP”), is owed €180 million in cash in the aggregate by Blaugrana Invest, S.à.r.l. (“Blaugrana”) and Orpheus Media, S.L. (“Orpheus”) relating to the ordinary shares of Bridgeburg Invest, S.L.
issued to Blaugrana and Orpheus in 2022. Each of Blaugrana and Orpheus are obligated to pay €60 million to BP in respect of such ordinary shares in June of 2024 and 2025. If Blaugrana and Orpheus do not make these payments, it could
have a negative impact on FCB’s business and financial reporting, which could have a negative impact on our business as well.
We have and will enter into several related-party agreements with FCB, including the business combination agreement (the “Business Combination”), the content production and license agreement (pursuant to which we will license
substantial IP rights from FCB) and shareholders agreement. Our business would be significantly impacted if any of the related party agreements with FCB were to expire or terminate, or if FCB failed to diligently perform its obligations
under such agreements.
The technologies supporting NFTs and other digital content products, including blockchain technologies, are new and rapidly evolving. If we fail to explore these new technologies and apply them innovatively to keep our products and
services competitive, we may not experience significant growth of our business.
The legal and regulatory regime governing blockchain technologies and digital assets, including NFTs, is uncertain, and both existing and new laws, regulations or policies may materially adversely affect the development and success of
our digital content business.
If our digital asset products, including NFTs, were deemed to be securities, we may be found to be in violation of securities laws for engaging in transactions regarding unregistered securities.
Certain of our agreements with third parties, including service providers and distributors, may provide for assignment to such third parties of IP related to the business. Ownership by third parties of such IP, including if we are unable to
obtain sufficient rights to such IP, may negatively impact our business.
Certain of our agreements may provide third parties with rights, including exclusive rights, to utilize certain of our IP, which may limit our ability to exploit such IP within certain fields or territories.
Any significant disruption of or unauthorized access to our computer systems or those of third parties that we utilize in our operations, including those relating to cybersecurity or arising from cyber-attacks, could result in a loss or
degradation of service, unauthorized disclosure of data, including personal data, member and corporate information, or theft of IP and digital content assets, which could adversely impact our business.
If our insurance coverage is insufficient for the needs of our business or our insurance providers fail to pay on our insurance claims, or if insurers are no longer willing to provide insurance to us, our business, financial condition and results
of operations could be adversely affected.
We may become subject to additional legal proceedings initiated by private parties and government agencies.
Failure to maintain adequate financial, information technology and management processes and controls could result in material weaknesses which could lead to errors in our financial reporting, which could adversely affect our business.
Our and Barça Media’s tax positions could be adversely affected by the future application and interpretation of applicable tax laws by tax authorities.
If we do pay dividends, we may need to withhold tax on such dividends payable to holders of shares of a newly formed Netherlands private limited liability company to be renamed Barça Media (“TopCo”) in both Spain and the Netherlands
The IRS may not agree that we should be treated as a non-U.S. corporation for U.S. federal income tax purposes.
The Spanish tax authorities may not agree that TopCo or any of the entities incorporated abroad involved in the Business Combination should be treated as Spanish tax resident entities.
We may be or may become a passive foreign investment company (“PFIC”), which could result in adverse U.S. federal income tax consequences to U.S. investors.
Spanish source income or gains received by the holders of TopCo shares may be subject to tax in Spain.
41 |
| 42
Draft
Summary of Risk Factors
Risks Related to the Business Combination
Going public via a business combination with a special purpose acquisition company (“SPAC”) does not involve any underwriters. In addition, going public via a business combination with a SPAC does not involve a book-building process
as is the case in an underwritten public offering.
If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of TopCo’s securities may decline.
Until closing, Mountain & Co. I Acquisition Corp. (“Mountain”) and Barça Media are prohibited from entering into certain transactions that might otherwise be beneficial to Mountain, Barça Media or their respective shareholders.
Although Mountain has conducted extensive due diligence on Barça Media, Mountain cannot assure you that this diligence revealed all material issues that may be present in Barça Media’s business, that it would be possible to uncover
all material issues through a customary amount of due diligence, or that factors outside of Barça Media’s business and outside of their control will not later arise.
Uncertainties about the Business Combination prior to closing period may cause a loss of key management personnel and other key employees.
Transfer or assignment to us of some contracts and assets may require the consent of a third party. If such consent is not given, we may not be entitled to the benefit of such contracts and other assets in the future.
The Business Combination remains subject to conditions that we and Mountain cannot control, including the condition that TopCo, Mountain and their respective subsidiaries will have in the aggregate not less than €50 million in cash
and the condition that the RemainCo Entities (as defined in the business combination agreement) will have received €60 million in cash on or prior to August 4, 2023, subject to certain conditions and extensions, and, if such conditions
are not satisfied or waived, the Business Combination may not be consummated.
Significant redemptions by public shareholders would increase the likelihood that the Business Combination would not be consummated, could materially impact negatively the cash available to the combined company, or could require
the combined company to raise future financing (if available) after the consummation of the Business Combination.
Mountain & Co. I Sponsor LLC (the “Mountain Sponsor”) and Mountain’s management team have agreed to vote their shares in favor of the Business Combination, regardless of how the Mountain public shareholders vote.
The Mountain Sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.
Barça Media, Merger Sub, TopCo and Mountain have incurred and will incur significant transaction and transition costs in connection with the Business Combination.
The ability of Mountain, TopCo or Barça Media to issue equity or obtain financing in connection with the proposed transaction or in the future is uncertain.
Mountain’s current directors and executive officers beneficially own Mountain ordinary shares and/or Mountain warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their
decision to approve the Business Combination.
The Business Combination may be completed even though material adverse effects may result from the announcement of the Business Combination, industry-wide changes and other causes.
Delays in completing the Business Combination may jeopardize or substantially reduce the expected benefits of the Business Combination.
The market price and trading volume of TopCo shares and TopCo public warrants may be volatile and could decline significantly following the Business Combination.
As a foreign private issuer and a “controlled company” as defined under Nasdaq rules, and as permitted by the listing standards of Nasdaq, TopCo follows certain home country governance practices rather than the corporate
governance requirements of Nasdaq and may rely on certain other governance accommodations.
An active, liquid trading market for TopCo shares and TopCo warrants may not develop, which may limit your ability to sell TopCo shares and TopCo warrants.
42 |
| 43
Draft
43 |
Grafico Azioni Mountain and Company I A... (NASDAQ:MCAAU)
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Da Ago 2024 a Set 2024
Grafico Azioni Mountain and Company I A... (NASDAQ:MCAAU)
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Da Set 2023 a Set 2024