Source document: Olympique Lyonnais Groupe, Document d’Enregistrement Universel 2025-2026, filed with the AMF on 26 October 2026 (245 pages). All figures are in euros unless stated. Page references are to the URD’s own pagination.
OL groupe 2025-2026 (in French)
Translations from the French are our own.
Statements by John Textor, Eagle Football Holdings, Botafogo and the press are their own and are largely unverified. Nothing in this article is legal or investment advice.
1. Summary
This is the first annual report of Olympique Lyonnais Groupe (OL Groupe) published under Michele Kang’s ownership. It is also the first in which the company sets out, in an audited and AMF-filed document, its own account of the John Textor era. The document is more candid than any previous Eagle Football Group filing. It is also selective in places: it quantifies the claims made against OL by parties it disputes, but it does not quantify several exposures that matter, and it is light on the economics of the transaction through which its own chief executive acquired control.
Headline conclusions
1. The headline result flatters the underlying business. The net loss of €87.3m includes a €242.2m debt release and €205.1m of impairments. Excluding that net +€37.1m one-off gain, the operating loss is about €74.3m. Before financing, cash burn was €98.7m (operating −€76.0m, investing −€22.7m). It was funded almost entirely by shareholder money: €87.3m from Eagle Bidco in July 2025 and €31.0m from Olympe Bidco in June 2026.
2. OL is solvent only because its lenders and its owner are carrying it. Consolidated equity is −€248.3m. Parent-company equity has fallen below half of share capital, which triggers a statutory vote on dissolution (Art. L.225-248). Senior debt service is suspended until 31 December 2027, and interest is being capitalised meanwhile. Going concern rests on four stated assumptions, one of which is European qualification for 2027/28.
3. The intra-group legacy has been resolved in OL’s favour on paper, not in cash. €242.2m owed to Eagle Bidco, Eagle Football Holdings LLC and Textor personally was released by Eagle Bidco’s security agent. In return OL wrote off €141.6m due from Botafogo and €61.5m due from Eagle entities. OL still carries €96.9m of contested liabilities to Botafogo’s factoring creditors and three guarantees, signed by Textor and never previously disclosed, with a combined nominal maximum of about €80m.
4. The change of control was a related-party transaction, and its true price is not disclosed. Kang’s vehicle paid €0.1713 per share (€26.45m for 87.78%). The quoted price at 30 June 2026 was €1.80, a discount of 90.5%. The URD confirms that YMK Holdings (Kang) acquired Eagle Bidco “notes” as part of the deal, and that Kang was treated as conflicted because she held Eagle Bidco bonds. It does not disclose what YMK paid for those notes, which is where the real consideration sits.
5. The URD corroborates parts of Textor’s narrative and contradicts others. It confirms that Kang was a director of Eagle Football Holdings Ltd until October 2025. It also confirms that she was an Eagle Bidco creditor and signed a tripartite NDA with Ares-linked entities on 13 April 2026. It contradicts his position on the Botafogo balances and on the guarantees. Notably, it omits the 7 July 2025 letter agreement between Ares, Kang and Eagle Bidco, which OL itself disclosed in a regulated release on 10 March 2026. Under that agreement, no sale process would start before 30 June 2026 and Kang could not be removed as CEO before 30 June 2027.
6. There are disclosure gaps a regulator should test. The URD does not quantify Botafogo’s Brazilian claim (reported at €146m). It does not mention the UEFA settlement’s €37.5m of conditional penalties among contingent liabilities, or say whether 2025/26 targets were met. It does not mention the AMF investigation that Textor’s camp says is under way. And its figures for the Botafogo impairment are internally inconsistent (€109.6m, €141.6m and €143.6m in different places).
Key figures
| €m (year to 30 June) | 2025/26 | 2024/25 | Change |
|---|---|---|---|
| Revenue excl. player trading | 143.3 | 162.6 | −12% |
| Player sale proceeds | 79.0 | 111.1 | −29% |
| Total revenue (APM) | 222.3 | 273.7 | −19% |
| Personnel costs | (114.5) | (177.7) | −36% |
| EBITDA (EBE) | (4.7) | (47.7) | +43.0 |
| Debt release (Eagle Bidco, Eagle LLC, Textor) | 242.2 | – | one-off |
| Impairment of Botafogo / Eagle receivables | (205.1) | – | one-off |
| Operating result | (37.2) | (150.7) | +113.5 |
| Operating result excl. net release/impairment | (74.3) | (150.7) | +76.4 |
| Net result, group share | (87.3) | (201.2) | +113.9 |
| Operating + investing cash flow | (98.7) | 31.9 | −130.6 |
| Cash at year end | 45.4 | 62.1 | −16.7 |
| Financial debt | 409.8 | 517.9 | −108.1 |
| Net debt incl. net player balances | 442.8 | 576.6 | −133.9 |
| Total equity | (248.3) | (163.6) | −84.7 |
Source: URD ch. 7.1.2, 8.2, 18.3.1. The adjusted operating result and the cash flow sum are CWTE calculations.
2. The document and the audit opinion
The URD was filed with the AMF on 26 October 2026 without prior approval, under Article 9 of the Prospectus Regulation. That is the normal route for a frequent issuer, but it means the AMF has not reviewed the content in advance. Michele Kang signs the responsibility statement as Présidente-Directrice Générale. The statutory auditors are BDO Paris (Sébastien Haas) and Forvis Mazars Lyon (Emmanuel Charnavel, Arnaud Flèche). Both are in only their third and fourth years respectively, so both signed off the Textor-era 2023/24 and 2024/25 accounts.
Opinion: unqualified, with three emphases of matter
Both the consolidated and the parent-company opinions are clean. The auditors draw attention, without qualifying, to three areas:
- the valuation of the impairments on receivables from Botafogo SAF, Eagle Football Holdings Bidco Ltd and Eagle Football Holdings LLC;
- the effects of the 26 June 2026 agreement cancelling debts owed to Eagle Bidco, John Textor and Eagle Football Holdings LLC;
- the guarantees discovered during the year and the litigation in progress.
No material uncertainty on going concern is reported. Last year’s filing described “substantial doubt”, and the URD says this has been lifted by the change of control (p. 17).
Unusual: a single key audit matter in a year of €447m of one-offs
The only key audit matter in the consolidated report is the valuation of player registrations (€108m net). The €205.1m impairment, the €242.2m debt release and the contested €96.9m factoring liabilities appear only as emphases of matter, not as key audit matters. Given their scale relative to a €550m balance sheet, and given that the same firms carried the Botafogo receivables unimpaired at 30 June 2025 on the basis of a hoped-for tripartite netting arrangement, this is a surprising judgement.
Audit fees also fell. Forvis Mazars’ fees went from €270k to €207k and BDO’s from €196k to €186k, in a year with an internal fraud-related investigation, a criminal complaint, a debt restructuring and a change of control (Note 13). Boards and regulators should ask whether the scope of work was commensurate.
Going concern: four stated assumptions
Note 11.2 states that the accounts were prepared on a going-concern basis resting on four assumptions:
- player sales in coming windows, including January 2027;
- OL remaining in Ligue 1 at the end of 2026/27 and qualifying for Europe for 2027/28;
- the ability to draw some or all of the undrawn €40m Olympe Bidco facility, guaranteed by J.P. Morgan;
- no condemnation to pay significant sums within 12 months in any of the major disputes.
Making European qualification a going-concern assumption is unusual and telling. It means the board’s 12-month cash forecast does not close without UEFA revenue the following season. The fourth assumption sits uneasily with the company’s own risk factor, which says that adverse outcomes in the Textor-related proceedings “would weigh heavily on the Group’s cash” (p. 15). Neither the London High Court claim ($43m) nor the CAS claim (€28.5m) is said to be near determination, but the timetable is not under OL’s control.
3. Trading performance 2025/26
| Revenue line, €m | 2025/26 | 2024/25 | Change | Comment |
|---|---|---|---|---|
| Ticketing (league and other) | 40.8 | 35.1 | +16% | Includes c.€5.1m of hospitality reclassified from partnerships |
| Ticketing (Europe) | 4.2 | 7.7 | −46% | Europa League last 16, versus quarter-final in 2024/25 |
| TV rights LFP/FFF | 16.4 | 22.8 | −28% | DAZN exit; Ligue 1+ launch |
| TV rights UEFA | 21.9 | 22.9 | −5% | |
| Partnerships and advertising | 28.1 | 30.9 | −9% | +7% like-for-like; “payment defaults by certain major partners” |
| Merchandise | 13.1 | 12.5 | +5% | Record |
| Other brand revenue | 10.9 | 11.9 | −9% | Includes OL Féminin services agreement |
| Events | 7.9 | 18.7 | −58% | Prior year had the Olympics and Top 14 semi-finals |
| Revenue excl. trading | 143.3 | 162.6 | −12% | |
| Player sale proceeds | 79.0 | 111.1 | −29% | Academy players only 7% (€5.6m) |
| Total revenue | 222.3 | 273.7 | −19% | Restated from €223.3m announced in July |
Source: URD ch. 7.1.2, pp. 67–69.
The sporting outcome, 4th in Ligue 1 with 60 points, was achieved on a wage bill cut by €63.1m (−36%). Of that cut, €53.5m came from the playing side. This is the strongest operational evidence for the new management. Two qualifications apply.
- Timing of the wage cut. Textor says the reduced wage scale was in place before 30 June 2025 and cites a €56m reduction presented to the DNCG on 24 June 2025. The URD attributes the saving to “the cost-reduction plan announced by Michele Kang in June 2025” and to the DNCG’s wage cap. Both can be partly true. The departures that delivered the saving were executed in summer 2025, under Kang’s chairmanship, against a plan whose outline pre-dated her. The URD does not attempt to apportion credit, and neither should a reader without the DNCG submissions.
- The academy dividend has collapsed. Gains on academy graduates fell from €59.2m to €5.6m. 93% of 2025/26 sale proceeds came from bought-in players (Moreira, Mikautadze, Perri, Satriano, Kumbedi). Moreira was bought for €2.2m in July 2025 and sold to Leverkusen for €23.8m in June 2026. The URD presents the academy as a structural mitigant, but this year’s figures do not show it.
The cash reality behind near break-even EBITDA
EBITDA of −€4.7m is a genuine improvement. But the cash flow statement shows operating cash flow of −€76.0m, against −€4.3m the year before. The difference is working capital. In 2024/25 OL generated a €151.4m working-capital inflow, largely by stretching payables and through the Botafogo-linked factoring structures. In 2025/26 it unwound €16.5m. The cash flow statement shows how much the prior year’s apparent liquidity depended on the intra-group machinery now under criminal complaint.
| Cash flow, €m | 2025/26 | 2024/25 |
|---|---|---|
| Cash generation before tax | (95.7) | (183.2) |
| Working capital movement | (16.5) | 151.4 |
| Operating cash flow | (76.0) | (4.3) |
| Player acquisitions net of payables movement | (80.9) | (75.7) |
| Player disposals net of receivables movement | 59.8 | 103.8 |
| Investing cash flow | (22.7) | 36.2 |
| Shareholder / current account advances | 118.3 | (40.0) |
| Loan repayments, interest, leases | (35.9) | (59.8) |
| Financing cash flow | 82.4 | (99.7) |
| Change in cash | (16.3) | (67.8) |
Source: URD consolidated cash flow statement, p. 141.
4. Balance sheet, debt and liquidity
| Financial debt, €m | 30 June 2026 | 30 June 2025 | Terms |
|---|---|---|---|
| FCT OL StadCo notes (stadium) | 298.4 | 305.1 | €320m, 5.83% fixed, amortising to June 2044; first-ranking mortgage on Groupama Stadium |
| Term loan (Goldman Sachs, MUFG) | 41.8 | 41.3 | E3M+3.5% (5.5% if relegated); November 2028 |
| RCF (fully drawn) | 32.2 | 32.1 | As above; pledge over OL SASU shares |
| Olympe Bidco shareholder loan | 31.0 | – | 5.83%, payable at maturity 30 June 2030; subordinated; €40m undrawn to June 2028 |
| Eagle Bidco loan (Dec 2022) | – | 27.4 | Released 26 June 2026 |
| Current account advances (Eagle) | – | 83.3 | Released |
| Textor current account | – | 17.5 | Released |
| Leases and other | 6.4 | 11.2 | |
| Total financial debt | 409.8 | 517.9 | |
| Net player-trading payables | 78.3 | 120.8 | |
| Contested Botafogo factoring liabilities (in other liabilities) | 96.9 | 102.2 | Current €65.5m, non-current €31.4m |
Source: URD ch. 7.1.2 (p. 74), notes 4.6 and 8.3. The 2025 factoring figure combines €36.6m current and €65.6m non-current.
What the June 2026 amendments actually did
- An 18-month debt service holiday on both senior facilities, to 31 December 2027, with principal and interest capitalised. KBRA reports that unpaid FCT interest is capitalised at 6.0%. The URD does not state the capitalisation rate.
- The RCF/TL covenants have been rewritten. The historic DSCR (3.0x) and gearing (4.0x, stepping down to 2.5x) tests, both breached and waived on 10 November 2025 and 6 May 2026, have been replaced by a single “Service Cash In/Cash Out” ratio at 1.0x. Lenders waived “any known existing event of default”.
- Stadium security can be upgraded to a fiducie-sûreté. The FCT holders can require this in place of their mortgage if any of four events occurs: cash below a threshold, an FCT payment default, Olympe Bidco failing to fund the €71m loan, or relegation to Ligue 2. A fiducie transfers legal title to a trustee and is far quicker to enforce than a French mortgage. In practice the stadium would pass to the noteholders on relegation-type stress.
- Key-person and change-of-control protection. Loss of control of OL SASU by Kang is a mandatory-prepayment event under both facilities. Combined with the ban on distributions to YMK Holdings, this ties Kang in.
- Board observers. Each lender group can demand a censeur on the OL Groupe board until 30 June 2028, extended on default.
My estimate: debt grows by c.€33m during the holiday
On our estimate, capitalisation over 18 months adds about €27m to the FCT (€298.4m at 6.0%) and about €6m to the RCF/TL (€74m at an assumed all-in 5.5%). That is about €33m before any deferred FCT amortisation is restated. A further c.€2.7m of interest accrues on the €31m Olympe loan, payable only at maturity.
Cash debt service restarts in January 2028. The RCF/TL matures in November 2028. The squeeze therefore falls in 2027/28, the season that the going-concern assumptions say must deliver European football. The KBRA downgrade from BBB+ to BBB (15 July 2026) reflects exactly this: “the amendments reduce projected DSCRs and increase the link between StadCo and wider club financing”.
Equity and the dissolution vote
Consolidated equity is −€248.3m. At parent level, OL Groupe recorded a further €234.1m impairment of its OL SASU shares (cumulative €443.3m) and a €60m impairment of OL SASU current accounts. It made a net loss of €236.8m. Equity is now below half of share capital, so an extraordinary general meeting must decide within four months whether to dissolve (p. 225). With Olympe Bidco holding 91.46% of exercisable votes, the outcome is not in doubt. But it is a formal marker of insolvency on a balance-sheet basis that the URD mentions only in passing.
The parent impairment test was built on the enterprise value implied by Kang’s acquisition price, less net debt. The company has therefore used a related-party, distressed, administrator-led sale price as the fair measure of value for its own accounts and for its treasury shares (written down to €0.17). That circularity matters for the forthcoming tender offer (section 5).
5. The change of control: what the URD discloses
| Element | URD disclosure | Ref. |
|---|---|---|
| Seller | Eagle Football Holdings Bidco Ltd, in administration since 27 March 2026 (Cork Gully). Shares were pledged to Ares Capital as agent; pledge released before sale | pp. 33, 225 |
| Buyer | Olympe Bidco SASU (Paris), owned 100% indirectly by Kang via YMK Holdings LLC; parent Olympe Topco | pp. 122, 210 |
| Shares | 154,382,133 (87.78% of capital; 91.46% of exercisable votes; 85.34% of theoretical votes) | pp. 120–121 |
| Price | €0.1713 per share, c.€26.45m. Market price at 30 June 2026: €1.80. Nominal value: €1.52 | pp. 121, 225 |
| Financing | “Financed by an intra-group loan without any guarantee” | p. 121 |
| Notes | Transaction Implementation Agreement (23 June 2026) covers “the acquisition of the relevant notes by YMK Holdings LLC”. Price not disclosed | p. 126 |
| Debt release | €242.2m owed to Eagle Bidco, Eagle LLC and Textor, released by the security agent of Eagle Bidco’s creditors under an English-law agreement to which OL is not party | pp. 34, 82 |
| New money | €71m subordinated loan (€31m drawn); €40m balance backed by a J.P. Morgan standby letter of credit, counter-guaranteed by a Kang entity | p. 82 |
| Condition | Written DNCG confirmation that OL would not be relegated for 2026/27 | p. 126 |
| Mandatory offer | To be filed after the accounts; AMF pre-offer period opened 24 June 2026; no squeeze-out intended within 12 months | pp. 85, 121 |
Source: URD as referenced.
Unusual features
Kang was on every side of this transaction
The URD, read with OL’s own earlier regulated disclosures, shows that Kang was at once:
(i) PDG of OL Groupe and president of OL SASU;
(ii) a director of Eagle Football Holdings Ltd until October 2025 (her list of mandates, p. 102), the parent of the seller;
(iii) a holder of Eagle Bidco bonds: the 24 April 2026 delegation to Gilbert Saada was made to avoid any perceived conflict with entities “with which she could be affiliated as holder of bonds of Eagle Football Holdings Bidco Limited” (p. 126);
(iv) a co-signatory, through YMK, of a 13 April 2026 confidentiality agreement with OL Groupe and “entities linked to Ares Capital” (p. 125);
(v) the buyer, through Olympe Bidco;
(vi) the counter-guarantor of the J.P. Morgan guarantees of July 2025 (€30m) and June 2026 (€40m); and
(vii) a party, as a creditor of Eagle Bidco, to the 7 July 2025 letter agreement with Ares (as noteholders’ agent) and Eagle Bidco. OL disclosed this agreement in a regulated release on 10 March 2026. It provided that no sale of EFG would be launched before 30 June 2026, that Ares would not enforce over the EFG shares before that date, that Kang would not be removed as CEO before 30 June 2027, and that a committee would be created. The URD does not mention this agreement, even though it was signed on the same day the board approved the €87.3m Eagle Bidco loan, with Kang recorded as a conflicted director.
The board’s response was proportionate on paper: an ad hoc committee of three independents (13 April 2026), Saada’s sole authority to negotiate, and CSE consultation. But the economic terms struck between YMK and Ares are not disclosed. Those terms determined who paid what for what.
- The disclosed equity price is close to notional. At €0.1713 the whole company is valued at €30.1m (€28.0m excluding treasury shares). That implies an enterprise value of about €395m on URD net debt of €364.4m, or about €473m including net player payables. For context, the URD puts the squad’s market value at €238.9m, the stadium’s book value at €257.5m and its reinstatement cost at about €951m (insurance valuation, not market value).
- The economic consideration sits outside OL’s accounts. Eagle Bidco owed Ares $547.4m. What YMK paid for the notes, whether Ares rolled over or retained any interest, and how the upside-sharing between “exiting” and “remaining” creditors works are matters for the Eagle Bidco administration. The URD states only that the release was effected by the security agent. Minority shareholders cannot assess the fairness of €0.1713 without knowing the total value Kang transferred to Eagle Bidco’s creditors.
- The minority squeeze is in plain sight. Under AMF rules the mandatory offer must be at least the highest price paid in the previous 12 months, i.e. €0.1713. The independent expert (reported as Eight Advisory) must opine on fairness. The company has written its own treasury shares down to €0.17, and plans to move to Euronext Growth no earlier than 16 December 2026, after the offer. Free-float holders (2.91%) and Holnest, Jean-Michel Aulas’s family office (2.41% of capital, 5.03% of votes after recovering double voting rights), face an offer roughly 90% below the last quoted price. The URD does not address the gap.
- The treasury-share legacy. OL Groupe holds 12.13m own shares (6.90%) at a gross cost of €34.7m, now impaired to about €2.1m. Most were bought from Holnest under the May 2023 shareholder-pact amendment, which obliged OL (or Eagle Bidco) to buy one third of Holnest’s post-OSRANE shares at €3.00. That transfer of about €32m of value to the former PDG’s vehicle is now crystallised as a loss.
6. The Eagle / Botafogo legacy: reconstructing the ledger
The URD lets us reconstruct OL’s position against the former Eagle multi-club group at 26–30 June 2026 for the first time on an audited basis.
| €m | Amount | Treatment at 30 June 2026 |
|---|---|---|
| Owed TO OL | ||
| Botafogo SAF (trade and financial) | 141.6 | Fully impaired |
| Eagle Football Holdings Bidco (incl. €10.7m cash pool at OL Groupe; €28.9m trade) | 39.6 | Fully impaired |
| Eagle Football Holdings LLC | 21.9 | Fully impaired |
| Total impaired | 203.1 | URD headline: €205.1m |
| Owed BY OL (released 26 June 2026) | ||
| Eagle Bidco shareholder loan 14 Dec 2022 (principal €21m) | 29.3 | Released |
| Eagle Bidco shareholder loan 7 Jul 2025 (principal €87.3m; $102.4m at SOFR+8%) | 97.4 | Released |
| Eagle Bidco cash-pooling advances to OL SASU | 55.1 | Released |
| Eagle LLC advances to OL Groupe | 7.6 | Released |
| Eagle LLC advances to OL SASU | 34.4 | Released |
| Textor current account, 25 Oct 2024 (principal €16.4m) | 18.4 | Released |
| Total released | 242.2 | Booked as other operating income |
| Owed BY OL (still recognised, contested) | ||
| Botafogo factoring creditors, current | 65.5 | Recognised; litigated (London $43m; CAS €28.5m) |
| Botafogo factoring creditors, non-current | 31.4 | Recognised |
| Off balance sheet (contested guarantees) | ||
| Swiss-law guarantee, Aug 2023, OL Groupe for RWDM (max €30m; €1.1m claimed) | 30.0 | Disclosed, no provision |
| English-law guarantee, Mar 2024, OL SASU + Eagle Bidco for Botafogo (max €19.9m; €3.9m claimed) | 19.9 | Disclosed, no provision |
| English-law guarantee, Apr 2025, OL SASU for Botafogo loan (max c.€30m; €14.8m reserved) | c.30.0 | Disclosed, no provision |
Source: URD pp. 18, 82, 129, 134–135, 153, 167–171. Sub-totals are CWTE arithmetic. The €2.0m difference from the €205.1m headline arises because ch. 7 gives Botafogo as €143.6m.
Internal inconsistency: three different Botafogo impairment figures
The Botafogo impairment is stated as €141.6m (risk factors p. 19; key events p. 135) and €143.6m (management report p. 73). The 21 October results release gave €109.6m, which the URD uses only for the 30 June 2025 balance of player-related receivables (p. 75). The €205.1m total reconciles only with €143.6m. A €2m discrepancy is immaterial to the result, but in a document certified in the context of a criminal complaint alleging “inaccurate accounts”, the company and its auditors should state which figure is correct.
How the mirror-image transfers sit in the accounts
The structure that drives the dispute is visible in the prior-year comparatives. In 2024/25 OL sold the economic rights of four players to Botafogo for €117.7m and acquired the future economic rights of five players from Botafogo for €125.6m. Botafogo factored the amounts OL owed it (p. 137). OL’s receivables from Botafogo are now worthless. Its payables under the same structure, now owed to the factors rather than to Botafogo, remain on the balance sheet at €96.9m.
Our reconciliation suggests the current factoring liability of €65.5m corresponds closely to the two litigated claims: the London High Court claim of $43m (about €37m) over Igor Jesus, and the CAS claim of €28.5m over Savarino and Jair Paula. That is a CWTE inference, not a URD statement. OL says the Luiz Henrique and Thiago Almada transactions, which underlie Textor’s New York case, “never took place”.
Three incompatible ledgers
| Party | Position on OL–Botafogo balance | Basis |
|---|---|---|
| OL Groupe (URD) | Botafogo owes OL €141.6m (impaired); OL owes Botafogo’s factors €96.9m (contested) | Audited IFRS, contractual balances |
| Botafogo SAF (Rio claim, recuperação judicial) | OL owes Botafogo c.€146m (R$874m) transferred March 2024 to April 2025 | Cash-pool transfers; SAF’s own characterisation |
| John Textor (Dec 2025; Oct 2026) | Botafogo wired €146m, OL returned €42m; net owed by OL c.€104m on a cash basis, falling to €12–15.8m after €95.2m of non-cash credits incl. €86.0m of allocated player rights | Textor schedules, as reviewed in our 18 October 2026 Analysis Series |
Sources: URD; Gazeta Botafogo (Aug 2026); johntextor.org; theesk.org (18 Oct 2026).
The three positions cannot be reconciled because each counterparty books the same flows differently: as player-rights consideration, as loans, or as cash-pool advances. This is the single most important finding for anyone assessing the litigation. There was never an agreed inter-company ledger. The 2024/25 accounts carried the Botafogo receivables unimpaired, on the premise of a “tripartite netting” between OL, Botafogo and Eagle Bidco. The URD now says that premise has fallen away (p. 134). It was always contingent on a counterparty that has since entered recuperação judicial with a negative valuation of about −€84m (April 2026 independent valuation cited by OL).
Correction to earlier analysis
Our June 2026 Analysis Series article suggested that the intercreditor release might capture Botafogo’s claim of about €125m against OL. The URD describes the release as covering debts owed to Eagle Bidco, John Textor and Eagle Football Holdings LLC only. Botafogo does not appear among the released creditors. The related-party tables show no balance with Botafogo after impairment, and the Botafogo-linked liabilities survive through the factoring creditors. The release did not extinguish Botafogo’s claim. OL’s defence to it rests on its own receivables and on contesting the underlying transfers, not on the release.
The guarantees: why OL Groupe’s defence is stronger than OL SASU’s
Under Article L.225-35 of the Code de commerce, sureties, endorsements and guarantees given by a société anonyme require prior board authorisation. A guarantee given without it is unenforceable against the company. OL Groupe is an SA, so the August 2023 Swiss-law guarantee for RWDM signed by Textor is exposed to that defence, whatever the governing law of the guarantee itself. OL SASU, by contrast, is a société par actions simplifiée. Limits on its president’s powers are generally not enforceable against third parties (Art. L.227-6), so the March 2024 and April 2025 guarantees for Botafogo must be resisted on other grounds: corporate interest, abuse of corporate assets, or the beneficiary’s knowledge. That is a harder defence. This is our analytical view, not legal advice.
The April 2025 guarantee is particularly irregular on OL’s account. It would secure the same Botafogo loan that is also secured by an assignment of supposed receivables from OL SASU, for transfers that “never took place” (p. 168). In other words, the lender may have taken two forms of security from OL for one loan to Botafogo, one of which refers to non-existent receivables.
7. Litigation and contingent exposures
| Matter | Forum | Claim | Accounting | CWTE view |
|---|---|---|---|---|
| Botafogo factor 1: Igor Jesus | High Court, London | $43m + interest and penalties | Liability recognised | Highest near-term cash risk; English court; recognised liability limits P&L hit |
| Botafogo factor 2: Savarino, Jair Paula | CAS | €28.5m + interest and penalties | Liability recognised | Material; CAS award enforceable via FIFA disciplinary route |
| Textor and Eagle LLC: management fees €2.5m + advance €18.4m | Tribunal de commerce, Lyon (summons 30 Jul 2026) | €20.9m | No provision; debt treated as released | Turns on enforceability of the release against Textor personally (see below) |
| Textor v Botafogo SAF and OL SASU | NY Supreme Court (13 Oct 2026) | €14.4m + interest | No provision; factor’s claim already recognised | Logic of OL’s footnote is sound: no double count |
| Botafogo v OL | Rio de Janeiro (reported March 2026) | Reported €125–146m | Not quantified; “no official notification” | Disclosure gap: should be quantified as a contingent liability |
| Contested guarantees (3) | Pre-litigation | Max c.€80m; €19.8m claimed | Off balance sheet; no provision | OL Groupe guarantee weakest; OL SASU guarantees more exposed |
| Other Botafogo factors | Not yet filed | Unquantified | Risk factor only | URD warns of “similar claims” to come |
| OL v Botafogo (Jeffinho) | FIFA | Unpaid fee (€4.8m sale) | Receivable impaired | Low recovery value |
| UEFA settlement (June 2025) | UEFA CFCB | Up to €37.5m conditional penalties | Not listed in contingent liabilities | Disclosure gap: compliance status for 2025/26 not stated |
| Criminal complaint against X (4 Jun 2026) | Procureur, Lyon | n/a | No accounting impact | Covers May 2023–June 2025; abuse of corporate assets, false accounts, market manipulation |
| Textor complaints against Kang personally | PNF (per Textor); Florida | $400m (Florida) | OL not party | Reputational and key-person risk for lenders, given the key-person clause |
Source: URD ch. 3.1.2.2, 18.8, note 7.2, note 12; public reporting as cited.
The release and Textor’s Lyon claim
Textor’s €20.9m Lyon claim is the clearest test of the release mechanism. The release was executed by the security agent of Eagle Bidco’s creditors under an English-law agreement to which OL is not party. For Eagle Bidco’s own claims, and probably for Eagle LLC’s if they were subordinated and assigned or charged within the security package, that is orthodox intercreditor enforcement. Textor’s personal current account (€18.4m) is different. The URD does not explain the legal basis on which a creditor agent could release a debt owed to an individual who, on the public record, has not consented. This may rest on a subordination deed Textor signed. If so, OL should say so. If not, the €18.4m “release” is a contested asset of the restructuring, and the €242.2m gain is not wholly secure.
8. Governance and internal control
- Board attrition. Seven directors resigned between July 2025 and September 2026. The board is now four: Kang plus three independents (Dechy, Westcott, and GS Conseil represented by Saada). Stephen Welch was co-opted on 6 January 2026 and resigned after 20 days, on 26 January 2026. The URD gives no reason. Textor has cited Welch as a reviewer who found no irregular transaction; Brazilian reporting says Welch opposed Textor’s funding model. Neither claim is verifiable from the URD.
- Independence of the audit committee chair. Gilbert Saada chairs both the audit committee and the ad hoc committee, and sits on the nominations and remuneration committee. The URD states he “sat for sixteen years on the board of Olympique Lyonnais” and was a censeur of OL Groupe until May 2023. The AFEP-MEDEF code presumes independence lost after 12 years on the board. The URD lists the criterion but does not explain how it was applied to Saada. If his earlier tenure was on OL Groupe’s board, his independence classification needs an explicit comply-or-explain.
- A retrospective pay award. The December 2026 AGM will be asked to raise the 2025/26 directors’ envelope from €210k to €285k, after the year end, to pay Saada an additional fixed €75k for the ad hoc committee. The committee recommending this is chaired by a fellow ad hoc committee member. The work was evidently substantial, but retrospective increases are unusual and should be ratified with that context made clear.
- Kang’s “zero” remuneration. Kang took no salary or fees. But the related-party tables show YMK Holdings charged OL €1.104m in external charges in 2025/26 (balance payable at year end: €1.104m). The URD does not say what for: travel and representation, guarantee costs, or services. OL Féminin also shows €1.238m of financial charges borne by OL, unexplained. The counter-guarantee of the J.P. Morgan facilities is described without any fee. Both items should be explained.
- Inconsistent post-employment figure. Note 5.3 cites €4.083m of post-employment benefits for the management team, but the total retirement provision on the balance sheet is only €1.661m. One of these figures needs clarifying.
- Retrospective ratification of the Eagle cash pool. The centralised cash-management agreement, effective 1 July 2023, was authorised by the board on 25 October 2024 “after its conclusion”, some 16 months later. Textor’s own current-account agreement is dated the same day. The URD reports this neutrally, but it is precisely the kind of after-the-fact related-party approval that the criminal complaint targets.
- Control environment not yet tested. A new key-controls matrix (17 finance controls) was designed in 2025/26 and will be first tested in 2026/27. The 2025/26 accounts were therefore produced without tested key controls. The permanent CFO (Philippe Misteli) joined only in September 2026. The “Comité commercial” the board set up never met and is now described as lapsed. The URD says nothing about the committee created under the 7 July 2025 Ares–Kang–Bidco letter agreement. OL’s 10 March 2026 release said that committee was never consulted and is suspended; Textor calls it a “shadow board” and pleads that it met about thirty times. The URD neither confirms nor refutes either account.
- Undisclosed “governance instability”. The URD refers to “a period of instability in governance” at Eagle Bidco before the administration (p. 33). It does not describe Ares’s removal of Textor as a director of the Eagle holding company in January 2026, or Textor’s 30 January 2026 letter to the auditors alleging inaccurate reporting. Both are reported publicly and both are relevant to readers assessing the litigation.
9. The URD against the public record
The table sets the principal public claims by Textor, by Kang’s side and by Botafogo against what the URD now shows. Ratings: Supported means the URD corroborates the claim; Contradicted means it is inconsistent with audited disclosure; Not addressed means the URD is silent.
| Public claim | Source | What the URD shows | Rating |
|---|---|---|---|
| Kang had a “secret side deal” with Ares and a “shadow board” to push Eagle into insolvency | Textor, Florida complaint (Jul 2026) | Tripartite NDA between YMK, OL and Ares-linked entities, 13 Apr 2026; Kang treated as conflicted as an Eagle Bidco bondholder; YMK bought “notes”. Silent on the 7 Jul 2025 Ares–Kang–Bidco letter agreement that OL disclosed on 10 Mar 2026 | Alignment supported; the earlier agreement is omitted |
| Kang was conflicted | Textor complaint, 17 Apr 2026 | Director of Eagle Football Holdings Ltd until Oct 2025; Eagle Bidco bondholder; buyer | Supported |
| Kang offered a €30m loan on high-interest terms, rejected by Ares | johntextor.org (Dec 2025) | July 2025: €30m J.P. Morgan guarantee counter-guaranteed by a Kang entity; no fee disclosed; terms of any Kang bond offer not disclosed | Partly supported; terms not addressed |
| The Botafogo receivable is “fabricated”; the transfers were valid and FIFA-compliant | Textor (Dec 2025; Oct 2026) | Receivable recognised by OL, now impaired in full; OL says the Henrique/Almada deals “never took place” | Contradicted on characterisation; the receivable existed in OL’s audited books |
| OL owes Botafogo only €12–15.8m net | Textor (Sep–Oct 2026) | Botafogo owes OL €141.6m; OL owes factors €96.9m | Contradicted on OL’s basis |
| The guarantees were known to the group | Textor (Oct 2026) | Not known, not in prior accounts; disclosed now as discovered in Q1 2026 | Contradicted; no board minute published by either side |
| Debt did not “explode” under Textor | Textor (Dec 2025) | Financial debt €517.9m at June 2025 and net debt €602.2m at Dec 2025, both before the release | Not addressed directly; the trajectory is unfavourable to Textor |
| Eagle invested c.€300m; Textor lent €56m personally and guaranteed >€70m | Textor (Dec 2025) | Released Eagle debts €242.2m (incl. interest); Textor current account €16.4m principal; Textor ordered by NY court to pay €14.4m on a guarantee | Scale partly supported; the €56m personal figure is not reconciled |
| Wage bill cut by 1 Jul 2025 | Textor (Dec 2025; Apr 2026) | Cut credited to Kang plan and DNCG cap; €53.5m sporting saving in 2025/26 | Contested; both partly right |
| Internal audit found €700m+ of suspicious transactions | Inside World Football headline (Jul 2026) | URD: flows of “several hundred million euros” lacking economic justification | The €700m figure is not supported by the URD |
| Botafogo claims €146m (R$874m) from OL | Botafogo SAF, recuperação judicial (Aug 2026) | Mentioned; not quantified; “no official notification” | Not addressed (disclosure gap) |
| The AMF has opened an investigation | Eagle Football Holdings statement, 9 Jun 2026 | No mention | Not addressed |
| Deal “worth up to €101m” | Inside World Football (Jun 2026) | €26.45m equity + €71m facility = €97.45m; notes purchase excluded | Approximately consistent |
| FCT capitalisation rate | KBRA (15 Jul 2026) | Rate not stated | KBRA gives 6.0% |
Sources are listed at the end of this article.
Overall assessment of the Textor–Kang contest on the URD evidence
On the accounts, the URD is damaging to Textor. It documents guarantees given without disclosure, intra-group balances that could not be reconciled with the counterparty, a cash pool approved 16 months after the fact, and a working-capital structure that flattered 2024/25 liquidity by about €151m.
On conduct of the sale, the URD is more helpful to Textor than OL may intend. It confirms Kang’s triple role as Eagle Football Holdings director, Eagle Bidco creditor and buyer, and her coordination with Ares-linked entities from 13 April 2026. It discloses a price roughly 90% below market, while omitting the price paid for the notes. It also omits the July 2025 letter agreement, which protected Kang’s position as CEO and deferred any sale until after 30 June 2026.
None of that proves the pre-administration conspiracy alleged in Florida. But it means Textor’s claims cannot be dismissed as baseless, and the fairness of the mandatory offer will be scrutinised against this record.
10. Register of unusual and irregular items
| # | Item | Severity | Ref. |
|---|---|---|---|
| 1 | Three Textor-signed guarantees (max c.€80m) never disclosed in prior accounts; the OL Groupe guarantee was given apparently without the board authorisation required by L.225-35 | High | pp. 15, 167–168 |
| 2 | April 2025 guarantee duplicates security over an assignment of receivables for transfers that “never took place” | High | p. 168 |
| 3 | Price paid for the Eagle Bidco notes by YMK not disclosed, although it is the economic consideration for control | High | p. 126 |
| 4 | Mandatory offer floor of €0.1713 against a €1.80 market price (−90.5%) and €1.52 nominal | High | pp. 121, 225 |
| 5 | Botafogo’s c.€146m Brazilian claim not quantified among contingent liabilities | High | p. 222 |
| 6 | UEFA settlement conditional penalties (up to €37.5m) and 2025/26 compliance status not disclosed; cross-references to ch. 10 lead nowhere | Medium–High | pp. 14, 137 |
| 7 | Going concern conditional on 2027/28 European qualification and on no adverse litigation outcome within 12 months | Medium–High | p. 182 |
| 8 | Botafogo impairment stated as €141.6m, €143.6m and (in the results release) €109.6m | Medium | pp. 19, 73, 135 |
| 9 | Legal basis for releasing Textor’s personal €18.4m current account not explained | Medium | p. 82 |
| 10 | Single key audit matter (player registrations) despite €447m of gross one-offs; audit fees down | Medium | pp. 212–213, 190 |
| 11 | Cash pool (effective Jul 2023) ratified 16 months after conclusion; Textor current account signed the same day | Medium | p. 129 |
| 12 | YMK Holdings charged €1.104m; OL Féminin financial charges €1.238m; purpose not stated | Medium | p. 181 |
| 13 | Kang was a director of Eagle Football Holdings Ltd until Oct 2025 while OL Groupe PDG; no specific conflict narrative beyond the Saada delegation | Medium | p. 102 |
| 14 | Audit committee chair’s independence not reconciled with 16 years’ prior board service | Medium | pp. 105, 108 |
| 15 | Retrospective €75k fee and directors’ envelope increase for 2025/26 | Low–Medium | p. 95 |
| 16 | ComEx post-employment benefits (€4.083m) exceed the total retirement provision (€1.661m) | Low–Medium | p. 156 |
| 17 | Treasury shares bought from Holnest at €3.00 now worth €0.17: about €32m of value lost | Low (legacy) | pp. 130, 198 |
| 18 | Stephen Welch’s 20-day directorship unexplained | Low | p. 100 |
| 19 | The 7 July 2025 Ares–Kang–Eagle Bidco letter agreement (no sale before 30 Jun 2026; Kang protected as CEO to 30 Jun 2027; committee) is omitted, although OL disclosed it on 10 Mar 2026 | High | – |
| 20 | Alleged AMF investigation (per Eagle Football Holdings) not mentioned | Unverified | – |
Severity is my judgement of significance to investors, creditors and regulators.
11. Outlook: what has to go right
- Domestic TV. The LFP’s 2026/27 distribution guide shows net distributions rising from €97m to €225m (+131%), with Ligue 1+ now holding all nine matches. OL’s LFP/FFF income of €16.4m should rise materially. The URD does not give OL’s own estimate, and we do not invent one.
- Sporting position. OL led Ligue 1 after seven matchdays and sat 12th of 36 in the Europa League league phase after three games. That supports both going-concern assumptions so far.
- The transfer balance has turned negative. Since 1 July 2026 OL has sold €30.0m (Fofana €25.5m) and bought €40.8m (Nakamura €15.5m, Bidstrup €12.1m), plus Openda’s €3.5m loan fee. That is net investment of about €14m while under a DNCG wage cap. The going-concern note now depends on January 2027 sales.
- Liquidity headroom is €45.4m cash plus the €40m undrawn facility, about €85m. That compares with a 2025/26 pre-financing burn of €98.7m. TV uplift, lower wages and the debt holiday close much of the gap. Litigation and the end of the holiday are the residual risks.
- Corporate events: the mandatory offer and expert report; the AGM on 14 December 2026 (dissolution resolution, ratifications, remuneration); the Euronext Growth transfer from 16 December 2026, which brings lighter disclosure thereafter; the debt service restart in January 2028; and the RCF/TL maturity in November 2028.
Balanced view
Operationally, the new management has delivered: wage discipline, a 4th-place finish, a record merchandise year, restored relationships with the DNCG, UEFA and the lenders, and a candid account of the past. The URD is a markedly better document than its predecessors. The criticisms in this article go to what remains undisclosed: the price of control, the size of the Botafogo claim and the UEFA exposure. They do not suggest the restated figures are unreliable.
12. Questions for the board, the auditors and the AMF
- What did YMK Holdings pay for the Eagle Bidco notes, which holders sold, and what upside-sharing or contingent value arrangements survive with Ares or other creditors?
- Will the independent expert’s report value OL on a multi-criteria basis independent of the €0.1713 block price, and will the notes consideration be taken into account?
- What is the legal basis for releasing Mr Textor’s personal €18.4m current account and Eagle LLC’s advances? Did either sign subordination deeds that brought them within the security agent’s release power?
- What is the quantum of Botafogo’s Rio de Janeiro claim, and why is it not presented as a quantified contingent liability?
- Has OL met the 2025/26 obligations under the June 2025 UEFA settlement? What is the remaining exposure to the €37.5m of conditional penalties?
- Which is the correct Botafogo impairment figure: €141.6m or €143.6m?
- Did OL Groupe’s board ever authorise the August 2023 Swiss-law guarantee, as Article L.225-35 requires? Who at OL SASU knew of the March 2024 and April 2025 guarantees?
- What did the €1.104m charged by YMK Holdings and the €1.238m of OL Féminin financial charges relate to? Is any fee payable for the counter-guarantee of the J.P. Morgan letters of credit?
- What wage cap did the DNCG set for 2026/27, and what are the cash threshold and other triggers for the stadium fiducie-sûreté?
- Why were the Botafogo balances, the debt release and the guarantees not key audit matters, and why did audit fees fall?
- How was Mr Saada’s independence assessed against the AFEP-MEDEF 12-year criterion?
- Is the company aware of any AMF investigation, whether concerning the company, its former management or its current management?
- Why does the URD omit the 7 July 2025 letter agreement between Ares, Ms Kang and Eagle Bidco? Is it still in force, and what powers did its committee have?
- Why did Mr Welch resign 20 days after co-optation?
13. Methodology and caveats
- Primary source: the French-language URD as filed (PDF reproduction of the ESEF version). Translations are mine. Where text and tables conflict, we quote both.
- Adjusted figures (operating result excluding the net release and impairment, pre-financing cash burn, implied enterprise value, capitalised interest) are my calculations and are labelled as such. The capitalised-interest estimate assumes 6.0% on the FCT (per KBRA) and an all-in 5.5% on the RCF/TL. It excludes deferred amortisation.
- The reconciliation of the €65.5m current factoring liability to the London and CAS claims uses an approximate USD/EUR rate and is an inference, not a company statement.
- Statements attributed to John Textor, Eagle Football Holdings, Botafogo and press outlets are their own and are largely unverified. Several depend on private documents we have not seen. Textor has previously supplied corrections to our work, and his schedules are reviewed in our 18 October 2026 Analysis Series article.
- Comments on French corporate law (L.225-35, L.227-6, L.225-248) and AMF offer rules are analytical observations, not legal advice.
- The URD was filed without prior AMF approval. Subsequent events after 26 October 2026 are not reflected.
Sources
- Olympique Lyonnais Groupe, Document d’Enregistrement Universel 2025-2026, filed with the AMF 26 October 2026 (primary source).
- MarketScreener: OL Groupe annual results 2025/26 release, 21 Oct 2026 — https://www.marketscreener.com/news/olympique-lyonnais-groupe-annual-results-for-the-2025-2026-fiscal-year-ce785cd9dd8af42d
- Inside World Football, “Textor sues Kang for $400m…”, 23 Jul 2026 — https://www.insideworldfootball.com/2026/07/23/textor-sues-kang-for-400m-over-lyon-takeover-lyon-says-e700m-suspicious-transactions-under-textors-reign
- Inside World Football, “Michele Kang agrees €101m deal…”, 24 Jun 2026 — https://www.insideworldfootball.com/2026/06/24/michele-kang-agrees-e101m-deal-to-take-ownership-of-olympique-lyonnais/
- John Textor, Current Public Statements — https://www.johntextor.org/public-statements-ol
- Eagle Football Holdings, Criminal complaint vs Michele Kang, 9 Jun 2026 — https://www.eaglefootball.com/criminal-complaint-vs-michele-kang
- Macfarlanes, advising Ares on the takeover — https://www.macfarlanes.com/insights/102n7p3/macfarlanes-advises-ares-in-takeover-of-eagle-football-group-by-michele-kang/
- KBRA, FCT OL StadCo downgrade to BBB, 15 Jul 2026 — https://www.kbra.com/publications/NnqpzDdH
- Gazeta Botafogo, R$874m claim linked to Lyon, Aug 2026 — https://www.gazetabotafogo.com/2026/08/em-meio-recuperacao-judicial-botafogo.html
- SportBusiness, “Botafogo seeks $75m from Lyon as writs fly” — https://onthemoney.sportbusiness.com/news/botafogo-seeks-75m-from-lyon-as-writs-fly/
- Lyon Décideurs, Textor complaint against Kang, Jul 2026 — https://lyondecideurs.com/2026/07/actu/ol-john-textor-porte-plainte-contre-michele-kang-et-laccuse-de-corruption/
- Lyonfoot, new Textor procedure against OL, Oct 2026 — https://www.lyonfoot.com/article/14574/john-textor-engage-une-nouvelle-procedure-contre-l-ol
- Lyon Mag, DNCG decision June 2026 — https://www.lyonmag.com/article/152777/l-ol-maintenu-en-ligue-1-la-masse-salariale-du-club-encadree-par-la-dncg-officiel
- The Esk Analysis Series, OL two ownership transactions, 29 Jun 2026 — https://theesk.org/2026/06/29/the-analysis-series-olympique-lyonnais-two-ownership-transactions-the-2022-eagle-football-john-textor-acquisition-and-the-2026-michele-kang-olympe-bidco-acquisition/
- The Esk Analysis Series, review of Textor’s Eagle Football memoranda, 18 Oct 2026 — https://theesk.org/2026/10/18/the-analysis-series-detailed-review-of-john-textors-eagle-football-memoranda/