Terms of the €210m Senior Secured Media Notes and the €300m Espai Barça extension, with a granular reconstruction of the club’s debt stack at 30 June 2026 and pro forma

Summary

On 19 September 2026 FC Barcelona’s delegate members authorised €510m of new borrowing in two legally and economically distinct components: a €300m extension of the Espai Barça stadium financing, lifting the project ceiling from c.€1.5bn to c.€1.8bn, and a €210m Senior Secured Media Notes programme secured on the club’s audiovisual revenues. Half of the Media Notes (€105m) had already been placed on 17 July 2026, two months before the members voted on it; the second €105m tranche is scheduled for October–November 2026.

The package takes Barcelona’s aggregate financial debt to c.€2.68bn on the club’s own presentation to the Assembly: c.€1.80bn Espai Barça, c.€710m Media Notes and c.€170m other bank borrowing. That figure is almost three times the €910m gross debt headline that circulated with the 2025/26 accounts, because the headline uses LaLiga’s perimeter, which excludes the ring-fenced stadium vehicle. Boards and counterparties should work from the aggregate.

Key figures at a glance

Source: FC Barcelona statements (17 Jul, 19 Sep 2026); EFE reporting of the 2025/26 accounts; Economic Commission address to the Assembly; Morningstar DBRS rating action 9 Jul 2026.

What was approved

Item four of the 2026 Ordinary General Assembly agenda comprised two separate votes, each requiring a reinforced two-thirds majority. The board presented them as a single €510m package, but the two components differ in issuer, collateral, tenor, purpose and investor base, and must be analysed separately.

Assembly votes

Source: FC Barcelona statement, 19 Sep 2026 (financing votes); EFE (accounts and budget votes). EFE reports 12 blank votes on the €300m resolution; the club reports 14 blank and 14 abstentions. Club figures used.

Component A: €210m Senior Secured Media Notes,  term sheet

Source: FC Barcelona statement, 17 Jul 2026; FC Barcelona statement, 19 Sep 2026; club explanation reported by Mundo Deportivo/Goal (7 Sep 2026); Morningstar DBRS, 9 Jul 2026. Annual coupon cost is my calculation (€105m × 5.14%).

Two features of the security package deserve emphasis. First, the club’s September statement describes the collateral as future audiovisual revenues from LaLiga and UEFA competitions. Earlier descriptions of the 2021 programme referred to LaLiga media rights. If UEFA prize and broadcast distributions have been brought within the secured pool, that is a material widening of the collateral and reduces the unencumbered revenue available to the club and its other creditors. This should be verified against the note purchase agreement. Second, 25% of the club’s LaLiga audiovisual rights were sold to Sixth Street in 2022 for 25 years. The Media Notes are therefore secured on the residual 75% of LaLiga rights plus whatever UEFA income is pledged, not on the full broadcasting line.

Component B: €300m Espai Barça financing extension

Source: FC Barcelona statement, 19 Sep 2026; Inside World Football (17 Sep 2026); Economic Commission address and EFE/Europa Press reporting of the Assembly (19 Sep 2026); Crónica Global (21 Sep 2026) on the Palau.

Use of proceeds: stated versus evidenced

The club’s formal position is that the €210m covers the cash-flow mismatch created by Espai Barça financial costs beginning before the stadium is fully operational. The evidence supports that account but also shows the money is fungible with sporting spend:

• Espai Barça debt service of €44.7m (December 2025) and €49.5m (June 2026) was paid, of which only c.€5m was principal. A further c.€44.6m falls due around November 2026, adjacent to Tranche 2.
• At the Assembly the economic vice-president said the club needs the money for its ordinary running and that the first team must continue to be strengthened while the stadium is not at full capacity.
• The club could not make the first €22m instalment on Anthony Gordon due to Newcastle on 31 July 2026 and negotiated a deferral to 31 July 2027. Spanish reporting attributes both the bond issue and the deferral to the same treasury pressure.
• Summer 2026 transfer spending was €181m according to the sporting director.

Pricing Analysis

Barcelona has now raised secured debt across four pricing environments. The table places the new tranche against every priced issue for which public data exists.

Source: FC Barcelona Assembly materials and annual accounts as reported by Crónica Global (Aug–Sep 2026); FC Barcelona Espai Barça financing card (5.53% estimate); FC Barcelona statement, 27 Jun 2025; FC Barcelona statement, 17 Jul 2026 (spread history); Morningstar DBRS, 18 Jun 2024 (Series F). n/d = not disclosed in sources reviewed.

What the numbers imply

Source: My calculations from club-disclosed figures. The implied reference rate is indicative: the benchmark (mid-swap or government curve) used by the placement agent is not published.

Parties and roles

Source: FC Barcelona statements; Morningstar DBRS; Crónica Global; Proximo (KBRA, Limak); Crónica Global (Gordon deferral, 19 and 22 Sep 2026).

Security, ranking and structural analysis

Barcelona’s borrowing sits in two structurally separate pools. The club perimeter carries the Media Notes (secured on audiovisual revenues and the collection account, with unsecured recourse to the club), bank facilities and factoring, and transfer payables. The project perimeter is Espai Barça, Fondo de Titulización, which bought the incremental stadium revenues (premium seating, hospitality, sponsorship) under a sale and purchase agreement; its lenders have recourse only to those revenues. Morningstar DBRS does not consolidate project debt into the club’s rated leverage, and LaLiga’s net debt measure likewise sits on the club perimeter.

Why they are converging

Three developments in 2026 weaken the practical separation:

1. Cash waterfall change. Stadium revenues are now transferred to the securitisation fund first to service project debt, with only the remainder returning to the club, until Limak completes the works and agreed financial ratios are met. The Economic Commission chair flagged the change in the order of guarantees for repayment to Goldman Sachs as one of four points of attention.
2. Distributions at risk. Morningstar DBRS noted that additional financing at project level could reduce distributions available to the club and weaken cash flow available for club debt service, and its base case already assumes the €300m extension.
3. Cross-subsidy in practice. The stated purpose of the Media Notes is to fund the gap created by project-level debt service. Club-perimeter creditors are therefore now financing project-perimeter obligations, even though the legal structures remain separate.

The debt position at 30 June 2026 and pro forma

Four measures of “debt”

Four figures are in circulation. They are not contradictory; they measure different things. Confusing them is the most common error in coverage of Barcelona’s finances.

Source: EFE reporting of 2025/26 accounts (7 and 19 Sep 2026); Economic Commission address (19 Sep 2026); club presentation to the Assembly as reported by EFE and Inside World Football. The €146m “other” is a derived balancing figure. Prior-year gross is €910m less the reported €43m increase.

The €138m year-on-year rise in LaLiga net debt was explained by the economic vice-president as largely the result of signing Anthony Gordon before the 30 June year-end; he said net debt would otherwise have fallen towards €400m. That explanation accounts for the transfer liability but not for the €78m negative cash flow or the drawdown of treasury by Espai Barça interest, which the club also cites. The netting of cash and receivables implied by the LaLiga measure is c.€303m (€910m gross less €607m net).

Aggregate financial debt

Source: Economic Commission address to the Assembly, 19 Sep 2026 (€2,680m split); Crónica Global (Espai Barça average cost; transfer payables from Crowe audit schedule). All-in memo line is The Esk’s aggregation; it mixes a pro forma figure with a 30 June balance and is indicative only.

Media Notes: reconciliation of the reported balances

Published figures for the Media Notes stack range from €471m to €713m. The reconciliation below identifies the source of each and the likely reason for divergence.

Source: As stated per row. The €32m gap between €471m and €503m is not explained in any public source reviewed; see Caveats.

Espai Barça financing: structure and evolution

Source: Club financing slides as reproduced by Crónica Global (13 Sep 2026). Tranche class labels are The Esk’s description of the club’s columns; totals as reported (component sums differ by €0.1m due to rounding).

The 2023 structure was originally reported as three €500m tranches maturing 2032 (bullet), 2045 (amortising) and 2052 (interest-only to 2045, then amortising), with a green bond label. The June 2025 transaction moved €424m originally due in June 2028 into installments across 2033–2050 and cut the cost of that slice from 5.53% to 5.19%. On 21 July 2026 a further €84m was refinanced at a lower rate, replacing the remaining portion of original loans and repaying an exiting lender.

Source: Crónica Global reporting of club accounts (3 and 13 Sep 2026). The source gives the 2025/26 total as €94.3m; component sum is €94.2m.

Transfer payables

Source: Crowe audit schedule as reported by Crónica Global, 22 Sep 2026 (the schedule does not reflect the Gordon deferral, disclosed as a post-balance-sheet event). €115.84m less €22.3m is €93.54m arithmetically; the source reports €93.4m.

The largest identified balances are Dani Olmo (Leipzig; short-term only), Leeds United (€19m, due 2026/27), Jules Koundé (Sevilla; €12m) and Robert Lewandowski (Bayern; final €11m). The 2022 “lever”-era signings are paid out this season. Gordon’s c.€70m fixed fee is effectively entirely long-term following the deferral, with c.€10m of contingent add-ons.

Earnings, cash and balance sheet

Source: EFE reporting of accounts (7, 18 and 19 Sep 2026); Economic Commission address; Crónica Global. 2024/25 revenue derived as €1,060m less reported €66m increase; 2024/25 operating expenses derived from reported +6%.

Maturity and debt service profile

Source: Club Assembly materials and 2024/25 and 2025/26 accounts as reported by Crónica Global (Apr–Sep 2026); FC Barcelona statement, 19 Sep 2026; Goal/Mundo Deportivo (7 Sep 2026). The 2030–32 figure pre-dates the July 2026 €84m refinancing and the planned restructuring of the Oct 2026 and Oct 2027 maturities. Extension end-date is The Esk’s inference from the stated 30-year horizon.

Leverage and rating

Morningstar DBRS, 9 July 2026

Source: Morningstar DBRS rating action, 9 Jul 2026, as summarised in the club statement of the same date and secondary reproduction; the primary press release should be obtained for exact wording.

My leverage measures

Source: My calculations. EBITDA is the club’s 2025/26 figure and includes stadium-related operations; DBRS uses its own adjusted definition excluding player trading, so ratios are not directly comparable to DBRS thresholds.

The 2026/27 budget and the forward case

Source: Economic Commission address and Inside World Football (17 Sep 2026); Crónica Global (capacity). Wages/revenue calculated.

The club’s long-range case is that the completed Spotify Camp Nou generates c.€420m a year (against c.€247m of incremental revenue forecast in 2023), taking group revenue above €1.45bn and EBITDA above €370m by 2030/31. Goldman Sachs’s managing director has publicly stated that the stadium will be fully operational in 2028. UEFA has selected the stadium to host the 2029 Champions League final, a meaningful validation of the delivery timetable.

Risk register

Source: My  assessment.

Due diligence request list

The following documents are not public and would be required to complete a granular diligence of the new issuance and the stack:

Source: The Esk.

Documentation Register

Appendix: Glossary