28 June 2026
Sources: AMF / Euronext filings · Companies House (Cork Gully Statement of Proposals) · OL Groupe / Eagle Football Group press releases (Actusnews) · KBRA / DBRS Morningstar rating reports · DNCG / LFP statements · named financial press
TL;DR
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Kang’s fresh cash commitment is approximately €75m; on top she assumes a club carrying group financial debt of €616.3m as at 31 December 2025, including the €320m FCT OL StadCo stadium notes (due 2044, 5.83%) and the €65m Goldman-arranged term loan/RCF. The headline US$30m is a distressed-asset price reflecting Eagle Bidco’s insolvency, not the economic cost of owning the club.
Key observations
- Two structurally opposite deals. 2022 was a leveraged control acquisition of a listed, solvent (albeit deteriorating) company at a premium valuation.
- 2026 was a distressed insolvency-driven carve-out of the same listed company’s controlling stake out of its parent’s UK administration, at a nominal price, the value having been destroyed by the very leverage put in place in 2022.
- The debt was always the story. The approximately US$425m of acquisition notes (US$547.4m claim by 2026 after PIK accretion) sat at the Eagle Bidco holdco level, above OL Groupe. OL Groupe/EFG separately carried its own stadium-secured debt. When Ares enforced its floating charge (27 March 2026), the holdco failed but the club continued operating, enabling Kang to buy the EFG stake cleanly while the holdco debt was left stranded in administration.
- The circa €232.6m intercompany release is the single most valuable element of the 2026 deal for OL, far exceeding the US$30m headline. It extinguishes subordinated intra-group (“Eagle Football affiliate”) debt on a consolidated basis, materially de-risking the OL balance sheet and likely impairing Botafogo’s approximately €125m caixa único claim against OL.
- DNCG approval was the binding closing condition and came with a wage-bill restriction (“encadrement de la masse salariale au budget de reprise”), explicitly tied to the change of control.
- A mandatory tender offer (OPA) remains outstanding, Olympe Bidco must file with the AMF by October 2026 at the block price (US$0.1943/share); Eight Advisory (Romain Le Theo) is independent expert. No squeeze-out is intended within 12 months.
Part 1: Acquisition of OL Groupe by Eagle Football Holdings Bidco (Textor era, 2022)
- 20–21 June 2022: Exclusive negotiations announced; Holnest, Pathé and IDG Capital enter exclusive talks with Eagle Football Holdings LLC (OL Groupe / Actusnews press release, 20–21 June 2022).
- 29 July 2022: EGM approves the €86m reserved capital increase (AMF prospectus approval no. 22-319, 22 July 2022).
- 19 December 2022: Block acquisition and capital increase completed (closing); DLA Piper confirms completion date of 19 December 2022.
- 20 July – 2 August 2023: Mandatory simplified tender offer (OPAS) open; AMF compliance/visa 18 July 2023.
- 4 August 2023: OPAS results, Eagle reaches 87.69% of capital.
Acquirer and ultimate control chain
- Eagle Football Holdings Bidco Limited, English company, Co. No. 14385313, incorporated 29 September 2022; registered office C/O CSC CLS (UK) Limited, 5 Churchill Place, London E14 5HU (Companies House).
- Parent: Eagle Football Holdings Limited (originally Eagle Football Holdings LLC, Delaware; later registered in London), chaired and controlled by John Textor. The multi-club group also held Crystal Palace (then c.43%), Botafogo (c.90%) and RWDM Molenbeek (c.80%).
- Advisors: DLA Piper (Eagle, legal, led by Rick Chesley); The Raine Group (lead financial advisor); Index Atlas Group. Natixis presented the subsequent OPAS.
Sellers
Per the 7 July 2022 share-purchase contract and the AMF Note d’Information (Natixis, filed 22 June 2023):
- Pathé / SOJER / OJEJ (companies related to Jérôme and Jules Seydoux), full exit.
- IDG European Sports Investment Limited (“IDG Capital”), full exit (had acquired 20% in 2016–17 for €100m).
- Holnest, Jean-Michel Aulas’ family office; sold all shares plus 50% of its OSRANEs, retaining a residual stake (8.23% after the OPAS) and 163,569 OSRANEs. Aulas received a €10m termination indemnity on exit (resigned as CEO 8 May 2023).
Price / consideration
- Block acquisition: 39,201,514 shares at €3.00/share (= €117,604,542) plus 789,824 OSRANEs at €265.57 (≈ €209.75m) → approximately €327.4 million total. (combined total calculated from the per-unit figures in the 19 Dec 2022 closing release; no single combined euro total was published.)
- Reserved capital increase: 28,666,666 new shares at €3 = €86,000,000 gross / €83.3m net of expenses (verified verbatim in Eagle Football Group’s 2022/23 annual results, Actusnews, 25 Oct 2023).
- Resulting stake: 77.49% non-diluted, 78.40% fully-diluted, 86.57% in concert with Holnest (fully-diluted), per the 19 December 2022 closing release: “Eagle Football consequently now owns 77.49% of the share capital of OL Group on a non-diluted basis (78.40% … fully-diluted … and, in concert with Holnest, 86.57%).”
- Valuation: AMF filing of 21 June 2022 (DILA opendata ref FCACT060445_20220621) states verbatim an “enterprise value of OL Groupe of 798 million euros as of July 1, 2022 and 884 million euros following the capital increase.” Equity value at €3/share ≈ €529.5m. (EV figures are primary-confirmed; the exact €529.5m equity figure is consistent with the share count but was not located verbatim, flagged for confirmation against the AMF Note d’Information / URD.) Headline deal value is variously cited as €884m (EV), $940m and $846m across secondary sources.
- August 2023 OPAS: Eagle acquired 16,446,364 shares at €3 = €49,339,092 from minorities; post-offer stake 87.69% of capital (86.62% of voting rights), per the AMF-announced result (Actusnews, August 2023). The company remained listed on Euronext.
Funding structure
Debt (acquisition financing): Notes Purchase Agreement dated 25 October 2022, issued by Eagle Bidco. The EFG/OL Groupe Universal Registration Document (AMF) confirms original notes subscribed by Ares, Monroe Capital and CL Note Investment LLC for a maximum principal of US$425 million, six-year maturity to November 2028, secured by a pledge over the OL Groupe shares, with Ares Capital Corporation as Security Agent.
Bloomberg characterised this as “a roughly $500 million debt package … from Ares to support the takeover.” Front Office Sports/contemporaneous reporting put the Ares facility at c.$400m drawn at outset, from Ares’ $3.7bn sports/media/entertainment allocation.
- Tranche structure (secondary: Series A US$275m + Series B1 US$125m + Series B2 US$25m (first-ranking, eff. 15 Dec 2022); Series C US$102.4m (second-ranking, 7 Jul 2025); Series D1/D2 US$20m (third-ranking, Oct 2025).
- Interest/PIK: Josimar (“Predators at the gate,” 5 June 2026) reported “an initial $275 million at 16 percent and $150 million at 18 percent, all with PIK interest mechanisms,” with 2025 emergency tranches “as high as 19.4 percent.” Ares’ own SEC Form 10-K schedules describe the Eagle Bidco senior subordinated loan at 15% (FY2022), 16% (FY2023), 19% (FY2024), independent corroboration of escalating PIK rates.
Equity: Per the Eagle Football PR Newswire release (20 December 2022), investors alongside Textor’s personal capital and his contributed existing football assets included Iconic Sports (Jamie Dinan named “Eagle Football’s lead equity investor for the OL transaction”; $75m via Iconic Sports Eagle Investment LLC), Ares Management, and Elmwood Partners. (L’Équipe-derived reporting: Iconic c.$75m/25%, Elmwood c.$25m/6%, balance Textor.)
| MSD Capital / MSD Partners: No primary-source evidence found that MSD Capital / BDT & MSD Partners (Michael Dell family office) provided any facility for the 2022 OL acquisition. The disclosed lenders were Ares, Monroe and CL Note. The relevant non-Ares alternative-finance party in the public record is Bill Foley’s Cannae Holdings, which signed a non-binding LOI and a debt commitment letter for a credit facility of up to €523 million (Cannae 8-K / Business Wire, 23 June 2022), convertible to equity, but Foley scaled back and did not ultimately fund; Ares’ package replaced it. |
Lead financial advisor: The Raine Group; DLA Piper advised on the structured debt/equity funding.
Security package / pledges / guarantees
- First-ranking French-law securities-account pledge over Eagle Bidco’s 154,382,133 EFG shares (the 87.78% stake), held in Compte-Titres Nanti account No. 329 at Crédit Industriel et Commercial (CIC) (theesk.org,) reading the charge documents; corroborated by AMF/URD as a pledge over OL Groupe shares).
- Qualifying floating charge dated 9 December 2022 over Eagle Bidco’s whole undertaking (later used to appoint administrators).
- Supplemental English-law debentures dated 15 August 2025 and 31 October 2025; separate Belgian-law security over the RWDM stake.
- First-ranking pledge over intercompany receivables/cash-pooling balances, post-default, Ares as Security Agent could serve a Payments Notice requiring operating clubs (OL, Botafogo, RWDM) to pay intercompany sums directly to Ares.
- Tiered ranking: first-ranking secures Series A/B; second-ranking Series C; third-ranking Series D. Companies House charge data names CION Ares Diversified Credit Fund as a co-charge-holder; syndicate (per theesk.org) includes Ares Capital Corporation, Ares Sports Media & Entertainment Finance S.à r.l., Ares European Credit Strategies Fund IX (C) L.P., Monroe Capital, CL Note Investment LLC and others.
Part 2: Acquisition of OL (EFG) by Michele Kang / Olympe Bidco (2026)
Dates
- 27 March 2026: Ares appoints Cork Gully LLP (Stephen & Anthony Cork) as administrators of Eagle Bidco via the 9 Dec 2022 floating charge.
- 22 May 2026: Cork Gully Statement of Proposals deemed delivered (Companies House).
- 23 June 2026: Definitive transaction agreements signed; EFG board (chaired by Gilbert Saada, without Kang’s conflicted vote) approves.
- 26 June 2026: DNCG confirms Ligue 1 status; transaction closes; Kang confirmed majority owner at press conference.
Structure and parties
- Acquirer: Olympe Bidco SAS, French-law vehicle, indirectly 100% beneficially owned by Michele Kang (via YMK Holdings LLC).
- Seller: Eagle Football Holdings Bidco Limited (in administration), represented by Cork Gully (competitive sale process; more than five parties signed NDAs).
- Governance: Kang remains Chair/CEO of EFG and President of OL SASU; Michael Gerlinger remains general manager of OL SASU. EFG to be renamed “Olympique Lyonnais Groupe S.A.”; OL exits the Eagle Bidco perimeter and is run separately from OL Lyonnes (women’s). Matthieu Louis-Jean appointed sporting director (eff. 1 July).
Total cost / consideration breakdown
| Component | Amount | Source / status |
|---|---|---|
| Equity (share) consideration | US$30,000,000 (c.€26.3m; US$0.1943/share) for 87.78% of EFG (154,382,133 shares) | EFG closing release, 26 June 2026 (verbatim, FinanzWire/Actusnews) |
| settlement mechanic | Part-settled cashless by set-off of YMK Holdings’ existing debt position against Eagle Bidco | 23 June 2026 EFG release |
| New shareholder funding | €71,000,000 over 2026/27 & 2027/28 (€31m at closing; €40m balance backed by standby LC) | OL release: “up to 71 million euros (75m€ taken into account the transaction costs) … including 31 million immediately upon completion” |
| Transaction costs | c.€4m (→ €75m all-in cash) | Kang press conference, 26 June 2026 |
| Inter-company debt released | c.€232.6m subordinated intra-group debt (consolidated), via English-law Intercreditor Agreement | 23 June 2026 release; >€230m write-off (Kang) |
| Senior secured reprofiling | 18-month PIK reprofiling of RCF and FCT StadCo facilities: interest/capital capitalised, no financial charges until 1 January 2028; lenders may appoint board observers for 24 months | 23 June 2026 release; Kang press conference |
| Earn outs / contingent | No fixed earn out.
(a) YMK to share proceeds above a hurdle with exiting lenders, capped. (b) Olympe Bidco to share, with Eagle Bidco’s remaining secured creditors, a % of proceeds from any EFG/OL liquidity event in the 12 months post-closing above invested capital |
23 June 2026 release |
Total all-in for board purposes: Fresh cash committed by Kang ≈ €75m (€71m + €4m).
Economic acquisition cost = €75m cash plus the US$30m equity price (largely satisfied by debt set-off) plus assumption of OL’s residual operational/secured debt.
The €232.6m intercompany release is a reduction of OL liabilities, not a cost to Kang.
Note Inside World Football headlined the deal as a “€101m deal” (≈ €30m price + €71m funding), a useful shorthand but it omits the assumed secured debt and the €232.6m release.
Funding sources for Kang’s acquisition
- Michele Kang personal capital via YMK Holdings / Olympe Bidco: Kang stated she has “no other plan” for outside partners currently. She had already provided a €30m bank guarantee and contributed to approximately €87m of men’s-side financing during 2025 (the July 2025 “stability package”, €87m emergency financing disclosed by EFG 10 March 2026).
- Ares Management’s role: Ares is the enforcing secured creditor of Eagle Bidco (not OL directly). Per the OL statement, “The Club thanks Ares and all its senior lenders including Goldman Sachs, MUFG and Metlife for allowing it to have a second chance.”
- The transaction was run through Ares’ floating-charge enforcement/administration; YMK purchased the debt positions of certain exiting lenders at a discount before completion.
| ⚠ CAVEAT / SOURCE-CONFIDENCE FLAG
Whether Ares is an “exiting lender” or a “remaining secured creditor” under the two upside mechanisms is not disclosed in any primary source; a material open question (theesk.org).: “Ares will continue to have a notes-holder interest in Lyon but will not own any direct stake in the team or have any board representation.” |
- No consortium disclosed. Kang described herself as the sole acquirer.
DNCG clearance and conditions
- 26 June 2026: DNCG (via LFP announcement) confirmed OL’s maintenance in Ligue 1 for 2026/27: the binding condition precedent to closing.
- Condition imposed: “encadrement de la masse salariale au budget de reprise à la suite du changement de contrôle du club” a wage-bill cap set to the takeover budget, expressly linked to the change of control. (OM received a comparable wage-bill and transfer-fee restriction the same day.) Gerlinger characterised the cap as consistent with, not more restrictive than, the club’s own planned spending; no cap figure was disclosed.
- Context: This is materially lighter than 2025, when the DNCG had provisionally relegated OL to Ligue 2 (24 June 2025), a decision overturned on appeal subject to a wage-bill and recruitment-fee restriction (the recruitment restriction was lifted in December 2025).
Debt assumed / refinanced by OL post-deal
- Group financial debt €616.3m as at 31 December 2025 (EFG H1 2025/26 results, 12 May 2026), up from €517.9m at 30 June 2025. Confirmed verbatim by Reuters (23 June 2026): Kang offered to buy the stake “as the group struggles with servicing of debts, which stood at €616.3 million as of December 31.”
- FCT OL StadCo securitised stadium debt: €320 million senior secured notes due June 2044, fully amortising at 5.83% (KBRA: “FCT Olympique Lyonnais StadCo’s EUR320 million senior secured notes due June 2044,” rated BBB+ Stable, KBRA rating-case avg/min DSCR 2.78x/2.54x; DBRS Morningstar BBB). Issued December 2023 via FCT OL StadCo (managed by Pristine SAS, AMF licence 16000035), arranged by Goldman Sachs, privately placed; MetLife is a holder. Secured by French-law assignment (dailly) over stadium revenues plus mortgage over Groupama Stadium. Placed on “Watch Developing” by KBRA on 14 April 2026 due to the Bidco administration / potential change of control.
- Term Loan / RCF: €65m five-year facility (2028) arranged by Goldman Sachs (part of the same December 2023 €385m refinancing).
- Related-party shareholder loans (URD/AMF): €87m shareholder loan from Eagle Bidco dated July 2025 at SOFR+8%; earlier December 2022 shareholder loan of €27.4m at SOFR (2% floor/8% cap) +8%: these “Eagle Football affiliate” liabilities fall within the €232.6m release.
- Senior lenders named: Goldman Sachs, MUFG, MetLife, granted 18-month concessions.
Intercompany / Botafogo
The 23 June release confirms “the release of OL Group’s liabilities towards other affiliates of ‘Eagle Football’”, capturing the Botafogo caixa único claim of approximately €125m (R$745m).
A Brazilian court had issued an interim order of approximately €20.8m.
On the plain wording this release runs in OL’s favour and likely impairs Botafogo’s recovery against OL, pushing it into Eagle Bidco’s administration estate. Kang stated OL’s audited accounts show a balance owed to OL and deferred to the Eagle Bidco administration; quantum unresolved.
EFG had recorded a €40m provision against Eagle Bidco receivables and an €86m provision against €142m of Botafogo-connected receivables (H1 2025/26 results).
Ares position (context, not a Kang cost)
Ares claim US$547,372,900 (Cork Gully Statement of Proposals, Companies House; confirmed by Bloomberg 3 June 2026), secured by ten charges. My analysis of the Statement of Proposals notes the US$30m EFG sale price “implies a deeply impaired recovery.”
Cork Gully estimate a floating-charge shortfall of £411,731,710 before club recoveries; unsecured creditors (c.£74.9m) expected to receive nothing; anticipated dissolution within approximately 12 months. Ares reportedly marked the exposure down to approximately 16 cents on the dollar (Yahoo Finance/Bloomberg).
| ⚠ CAVEAT / SOURCE-CONFIDENCE FLAG
A c.US$1.2bn PIK-inclusive total exposure figure is an analyst estimate (Josimar/theesk.org), not the primary-source claim figure, do not conflate with the confirmed US$547.37m Companies House claim. |
Recommendations
- Treat the 2026 deal as closed but the OPA as pending. The block acquisition completed 26 June 2026; the mandatory AMF tender offer for minority shares (at US$0.1943/share) must be filed by October 2026, with Eight Advisory’s fairness opinion. Benchmark: confirm AMF conformity decision and the independent expert’s attestation d’équité before treating the minority position as resolved. No squeeze-out is intended within 12 months.
- Model OL’s true cost of ownership on the assumed-debt basis, not the US$30m headline. Use €616.3m group financial debt (31 Dec 2025) as the anchor, of which the €320m StadCo notes and €65m RCF/TL are the hard secured obligations surviving the deal. The €232.6m intercompany release should be modelled as a one-off balance-sheet improvement, not recurring cash. Threshold: if the 18-month reprofiling expires (charges resume 1 January 2028) without EBITDA covering StadCo DSCR (KBRA rating-case minimum 2.54x), refinancing risk re-emerges.
- Track the DNCG wage-bill cap as the live operating constraint. Obtain the actual budget-de-reprise figure (not publicly disclosed). Threshold: Champions League qualification would, per management, justify accelerated spend; failure to qualify keeps the cap binding and likely forces continued player sales.
- Resolve the Botafogo intercompany directionality before relying on any receivable. The release is drafted unilaterally (OL’s liabilities to affiliates). Benchmark: obtain the Intercreditor Agreement and OL’s CFO reconciliation; do not book the Botafogo balance as a recoverable asset until the Eagle Bidco administration and Brazilian recuperação judicial conclude.
- For historical/contingent-liability work, document the Textor-era funding claims separately from filings. Textor’s public “Welcome to France” numbers (€400m to shareholders, €65m to public holders, €50m debt paydown, €60m cushion) only partly reconcile, see Caveats section. The €50m senior-debt prepayment is primary-confirmed; the €65m public-shareholder figure exceeds the actual €49.3m OPAS outlay.
Caveats, discrepancies and source-confidence notes
- 2022 block total (c.€327.4m) is derived, not a published line item (calculated from €3/share × 39,201,514 + €265.57 × 789,824). MarketScreener characterised it as “c.€330m.”
- Equity value €529.5m is consistent with the share count but was not located verbatim in primary filings; the €798m / €884m enterprise values ARE primary-confirmed (AMF filing 21 June 2022). Recommend confirming €529.5m directly in the AMF Note d’Information (22 June 2023) or URD.
- Textor’s public claims vs. filings: “€50m bank-debt paydown” verified (2022/23 annual results: €50m early repayment of stadium-linked long-term debt). “€65m to public shareholders” conflicts with the AMF-confirmed OPAS outlay of €49,339,092. “€60m cushion” only partly corroborated (filings show a €22.2m shareholder current account; Textor later cited a €21m shareholder loan). “Nearly €400m to long-time shareholders” is his own rounding (block c.€327m + €86m capital increase ≈ €413m total deployed).
- Headline deal value is cited inconsistently across sources: €884m (EV, primary), $940m and $846m (secondary). Use €884m EV as the primary anchor.
- Tranche-level note rates (16%/18%/19.4%) are secondary reconstructions, broadly corroborated by Ares’ SEC 10-K (15%/16%/19%), treat as well-sourced but not from the facility documents themselves.
- US$547.37m is the confirmed primary Ares claim (Companies House). The approximately US$1.2bn PIK-inclusive figure is an analyst estimate, do not present as confirmed.
- StadCo noteholders are not publicly named (private placement); MetLife is confirmed as a holder, Goldman Sachs as arranger. The full investor register sits with Pristine SAS / AMF GECO and is not public.
- Ares’ classification (exiting vs. remaining creditor) under the two upside mechanisms is not disclosed in any primary source, a material open question for any recovery model.
- DNCG wage-cap quantum and the independent compliance-review findings referenced by Kang were not disclosed; both warrant follow-up as the Eagle Bidco administration and any AMF/criminal proceedings (EFG has filed a complaint against Textor-era management; Textor has filed an AMF complaint alleging a Kang–Ares “shadow board”) progress.
- MSD Capital: despite being raised as a question, no primary source links MSD Capital/MSD Partners to the OL financing. The relevant non-Ares party was Cannae/Bill Foley (€523m commitment, not funded). If the board specifically needs MSD ruled in/out, request the OL Groupe URD debt note directly.
Primary documents used
AMF announcement 21 June 2022 (DILA ref FCACT060445_20220621); OL Groupe closing release 19 Dec 2022; AMF prospectus approval 22-319 (22 July 2022); Eagle Football Note d’Information (Natixis, 22 June 2023, AMF visa 18 July 2023); OPAS result release (Actusnews, August 2023); EFG/OL Groupe URD (AMF); Notes Purchase Agreement dated 25 October 2022; Cork Gully Statement of Proposals (Companies House, deemed delivered 22 May 2026); EFG press releases 23 June and 26 June 2026 (Actusnews); KBRA & DBRS Morningstar FCT OL StadCo rating reports; DNCG/LFP statement 26 June 2026.