At a DFL Members Assembly on 11 December 2023, the 36 clubs of the Bundesliga and Bundesliga 2 will discuss the possibility of a strategic marketing partnership at league level.
Why is this under consideration?
The club representatives in the leagues’ governing bodies and the DFL management agree that the DFL business model needs to be refined, in order to lay the foundation for a long-term positive future for the Bundesliga and Bundesliga 2.
This is because the DFL is more than just a football association in the traditional sense – it is also a company that operates in global media markets by selling media rights for the broadcast of German professional football matches. Implementing this central marketing of rights in the interests of the Bundesliga and Bundesliga 2 as successfully as possible is the key concern of the DFL business model.
However, global media markets are undergoing drastic changes. In recent years, these have been caused by:
- A change in how younger generations in particular are using media
- Changes in organisational and personnel structures in global media corporations
- The continued establishment of streaming services as new providers
- The permanent availability of sport offerings, including as a result of the above development
- An increase in rival offerings as a consequence of the expansion of international competitions
These developments mean that leagues and clubs have to take action – but, above all, they also provide big opportunities that need to be taken now in order to secure long-term and sustainable success. The aim is for the Bundesliga and Bundesliga 2 to continue to be competitive in sporting and commercial terms, and remain financially stable while maintaining the balance between social integration and economic growth. Therefore, German football must once again forge its own path and preserve its characteristic attributes – such as the 50+1 rule, a global USP that guarantees a high level of member participation in the clubs of the Bundesliga and Bundesliga 2.
A strategic marketing partnership could be helpful here. What is clear is that there are unequivocal “red lines” and key aspects for such a partnership – for instance:
- Interest in licensing revenue and no sale of shares in the DFL: A sale of shares in the DFL – and thus a partner’s interest not only in licensing revenue, but also in the sovereign rights of DFL e.V. (and thus of the clubs) or DFL GmbH – is out of the question. The plans merely provide for a partner’s time-limited minority interest in licensing revenue from the sale of the DFL’s commercial rights (primarily media rights and licence rights) amounting to a single-digit percentage over a 20-year period. Specifically, sovereign rights and functions of the DFL as well as the influence and rights of participation of the clubs will be fully maintained at all times.
Such minority interests already exist at many clubs that are organised as limited companies. The intent of the 50+1 rule would be fully respected at league level as well, because the aim of a strategic marketing partnership at league level would be to enable necessary, long-term investments in central marketing while preserving and even strengthening the 50+1 rule. It is therefore clear that leagues and clubs would always remain in control.
- The DFL and the clubs are always in control of match scheduling and kick-off times: The organisation of match operations (especially match scheduling) will always remain 100 percent the DFL’s responsibility even in the event of a strategic marketing partnership. The right to determine kick-off times, competitive matches abroad or other aspects of match scheduling are not included in the plans for a marketing partnership – and explicitly: not even via a partner’s rights of co-determination or veto on these topics.
- No league debt: The DFL business model is to be refined – but with a financing model that is positive in the long term and fair to future generations. Several options for financing this refinement have been examined in recent months, including careful consideration of the advantages and disadvantages. League debt was rejected by the DFL’s governing bodies and management because borrowing outside capital in a difficult interest rate environment would lead to financing and repayment costs that would need to be paid regardless of the DFL’s revenue development. Debt at league level could also lead to the communitisation of debt between clubs, and this possibility needs to be ruled out. In contrast, a strong partner would bear a portion of the risk and participate in positive business development. In addition to other advantages, a strategic marketing partnership would mean that the licensed rights would return to DFL e.V. in their entirety once a temporary minority interest expired. The growth capital (including interest) would not have to be repaid. Instead, it would be covered by the marketing partner’s temporary interest in licensing revenue.
- No flooding of the market with money: The current discussions are focussed on just one key topic: refining the DFL’s central marketing in the interests of a positive future for leagues and clubs. The plan is therefore that the growth capital from a strategic marketing partnership would be invested in the DFL’s business development, in order to increase revenue from central marketing in the long term, which would benefit all clubs. It is explicitly not about a short-term cash injection or about more money for salaries and transfer fees. A strategic partnership will therefore not lead to “more cash in the pockets of players and consultants”. Moreover, the DFL is simultaneously working at national and international level to tighten the financial regulations, in order to ensure positive and sustainable development for the leagues and clubs.
- A partner would offer added value: A strategic marketing partnership would be based on two pillars: Firstly, growth capital contributed by a partner for the league’s targeted investments in structures and activities in relevant business areas. Secondly, added value for the DFL and the clubs: for example, as a result of the partner’s expertise and its global network in significant business areas. Such models are nothing new in football: There are close parallels, for example, with the fact that many clubs have brought marketing partners on board to support them over the past 20 years. This means that clubs have entered into comprehensive marketing agreements in which the respective marketing partner received a certain percentage of the revenue generated as its fee. In business areas such as sponsorship and marketing, marketing partners have often delivered added value for clubs beyond financial aspects over a defined period.
- Decision-making power remains with the clubs: The DFL’s role, together with the government bodies, is to develop and offer options for the refinement of the business model. No marketing partnership will be agreed without an approving resolution by the Members Assembly on 11 December 2023, in which the clubs instruct the Executive Committee and the management to negotiate a marketing partnership and authorise them to conclude the transaction in line with the material conditions and key points adopted by the clubs.
In recent weeks, the DFL has conducted intensive discussions with representatives of all clubs on how a refinement could and should be designed and financed. Before fleshing out the idea any further, the DFL first spoke transparently with the clubs about framework conditions, opportunities, needs and questions in connection with the strategic refinement and financing options, including at two comprehensive meetings with clubs in November 2023. The management had already publicly announced and explained this course of action at the press conference following the most recent Members Assembly on 9 October 2023.
At a joint meeting on 14 November 2023, a majority of the members of the Executive Committee of DFL e.V. and the Supervisory Board of DFL GmbH voted in favour of preparing a request for a strategic marketing partnership and putting a related vote on the agenda of the Members Assembly, in order to lay broad-based foundations for such a decision among the 36 clubs. The new concept differs in key points – for example, as described above, the narrower scope of a potential partnership and a clear focus on the refinement the DFL business model – from similar ideas put forward in spring 2023. The new, specific ideas were also based on insights gained and suggestions made at the information events that were held with managers of the Bundesliga and Bundesliga 2 clubs in November. Based on a corresponding proposed resolution by the Executive Committee, the 36 clubs will vote on 11 December 2023, on whether a strategic marketing partnership should be concluded for the purpose of refining the Bundesliga, Bundesliga 2 and DFL.
Questions and answers:
At a DFL Members Assembly on 11 December 2023, the 36 clubs of the Bundesliga and Bundesliga 2 will discuss the conclusion of a strategic marketing partnership at league level. Why is this under consideration?
In accordance with its Articles of Association, the DFL is responsible for the marketing and organisation of the Bundesliga and Bundesliga 2. It is therefore the DFL’s responsibility to provide the best possible economic and organisational conditions for German professional football’s successful future in the interest of the 36 clubs. In particular, this includes the task of examining and highlighting options for refinement – especially in times of great change. German professional football currently finds itself in such a time.
The elected club representatives in the leagues’ governing bodies and the management therefore agree that the DFL business model needs to be refined, in order to lay the foundations for an enduringly positive future for the Bundesliga and Bundesliga 2.
The aim is for the Bundesliga and Bundesliga 2 to remain competitive in sporting and commercial terms, while also preserving social integration and financial stability. Therefore, German football must once again forge its own path and preserve its characteristic attributes – such as the 50+1 rule, a USP that guarantees a high level of member control in the clubs of the Bundesliga and Bundesliga 2. This is why a refinement of the DFL business model is currently under consideration.
“Refinement of the DFL business model” – what exactly does this mean?
Specifically, it relates in particular to global central marketing – first and foremost, the sale of rights to broadcast Bundesliga and Bundesliga 2 matches to national and international broadcasters and streaming services. This global central marketing is the backbone of the DFL’s business model. On average, proceeds from the sale of media rights account for more than 30 percent of Bundesliga and Bundesliga 2 clubs’ revenues. In some cases, it is as much as 50 percent. For many clubs, this is the biggest single source of income. Talk of “refinement of the DFL business model” therefore concerns how the DFL and its central marketing are to be made fit for the future in order to continue providing the best possible economic and organisational conditions for German professional football.
In the interests of the clubs and by virtue of its responsibility to the Bundesliga and Bundesliga 2, the DFL is therefore faced once again with the challenge of refining itself and its business. The clear aim is for the Bundesliga and Bundesliga 2 to remain competitive leagues in sporting and commercial terms at the top level, in both the near and distant future, and for future generations to continue seeing the leagues as integral institutions in society.
Why is a refinement necessary?
In the interests of the 36 professional clubs and by virtue of its responsibility for outstanding institutions such as the Bundesliga and Bundesliga 2, the DFL is constantly faced with the challenge of refining itself and its business model. This is because the DFL is more than just a football association. It is a company that operates on global media markets – markets that are constantly shifting and always undergoing radical changes.
The invention of colour television, the establishment of commercial television, the widespread availability of the internet, the Kirch affair, the first smartphones, social media: these were all influences that changed the media market from the ground up – and many of them also had a considerable impact on the presentation of the Bundesliga and Bundesliga 2 in the media and thus on the work of the DFL.
On markets characterised by such drastic changes and many other trends, there are always phases in which a company must be ready for the latest requirements – and equally phases in which a (partial) realignment is required and new criteria must be met, in order to lay the groundwork for a successful future. As a rule, this means that investments must first be made in structures that are viable for the future before this subsequently results in medium- and long-term success – as is customary in many other industries. This is where the DFL is right now. We again find ourselves in a phase in which the decision-makers in the Bundesliga, Bundesliga 2 and DFL are looking intensively at the opportunities to be taken at this fork in the road in order to position German professional football for a successful future.
Specifically: Which developments influence the DFL business model?
1. The media market has been fundamentally changed by streaming services and altered structures in media companies.
Streaming services are the latest in a long line of revolutions that includes commercial television, the internet, smartphones and social media. Their rapid rise has fundamentally changed media markets. For the Bundesliga, this provides an opportunity to impress with top-flight sport and the right offerings and formats – and thus, ideally, to present itself around the clock and to many more people than before. For the market, streaming services also mean that new offerings have emerged in recent years as competition for linear broadcasters that were not even conceivable 15 years ago. This fragmentation has made the battle for advertising customers and audiences even fiercer – all the more reason for media companies to pay close attention to which sports rights they consider to be “premium” and therefore most important to them because they promise the best return.
In addition to the market situation, the structures within the media companies themselves have also changed: Today, globally operating parent companies often have overall responsibility. Sky Deutschland is part of Comcast, which is based in the USA, while the German DAZN business is part of the London-based DAZN Group – to name just two examples. It is therefore clear that decisions to purchase sports rights are based on business plans and key performance indicators – at least as much as the geographical and thus the potential emotional connection to a league.
At the same time, the partial realignment of a market always provides opportunities. From the perspective of a sports league, the main opportunities right now are to expand partnerships with media companies through additional offerings and even more intensive cooperation and to establish lasting proximity to global media partners as a sports league through new personnel and organisational structures and thus to stand out from rival sports leagues. There is huge potential for the Bundesliga in this respect, especially in international marketing.
2. The new market situation also means that sport offerings are ubiquitous.
As well as completely changing the situation in the media market, streaming services have significantly contributed to the fact that competing sport offerings have moved much closer together. Other leagues are now available at all times – whether live, on catch-up, highlights or short excerpts: the competition is always just a swipe or click away. If a fan in England isn’t enjoying a Premier League match, they can switch instantly to the Bundesliga match that is taking place at the same time. However, the reverse is also true.
3. A new era of media usage is beginning.
Never before in the history of the DFL has there been such a radical shift in the way that media, and therefore sport, have been watched than the current transition to Generation Z (born between 1995-2009) and Generation Alpha (born from 2010 onwards). These are the first two generations to have been surrounded by widely available internet, constant technological innovation and thus new opportunities for connection ever since they were born. This trend offers huge potential for the Bundesliga and Bundesliga 2. It is therefore imperative to deliver the right offering to each generation.
4. Competition has grown enormously once again.
As well as bringing the rival leagues and competitions closer together, constant availability has prompted them to offer ever greater quantities – and this trend shows no sign of stopping.
This is exemplified by UEFA’s international club competitions. The reform of the Champions League and Europa League; the Europa Conference League as a brand new competition; the number of matches from the group stages of the three European club competitions has increased from 329 in the 2020-21 season to 567 in the upcoming 2024-25 season. Other examples include the establishment of the UEFA Nations League in 2018 at an international level, and the expansion of the FIFA Club World Cup from eight to 32 teams at club level.
It is clear that German football is staying true to itself and to the principles of its success. 18 teams in the Bundesliga and in Bundesliga 2, the unchanged number of teams in the DFB-Pokal, one match for the Supercup. This framework has been the same for years. The wheel is not being turned too far in Germany – while at the same time the environment of international tournaments has changed enormously.
This also gives rise to a new competitive situation. Not only the top clubs in the UEFA competition but all Bundesliga and Bundesliga 2 clubs find themselves in constant competition with international rivals. They compete on the transfer market to sign players, coaches and subject experts, and they compete globally for media revenue, sponsorship and fan attention. Here, the DFL and German clubs will continue working to tighten international financial regulations – while at the same time, German football has to consider its own, economically advantageous evolution.
How does the DFL intend to tackle the current challenges together with the Bundesliga and Bundesliga 2 clubs?
The current plans involve measures in four areas:
Nationally: The league and the clubs are looking at how the cooperation with future and existing media partners can be improved even further – and how the media broadcast of the Bundesliga and Bundesliga 2 can be made even more attractive by additional formats, offerings and initiatives by the DFL and the clubs for media partners and fans of all generations. Where and how can we – and must we – invest now in order to grow in the medium and long term? How can – and must – media production be structured so that we can continue to deliver the right offerings for all generations in future?
Internationally/partnerships: The Bundesliga and Bundesliga 2’s access to international markets and media companies is to be expanded further. Above all, this involves modifying the DFL’s setup in order to allow it to better leverage the international potential in the fields of marketing and sales – as much in terms of media rights as in terms of central partnerships (currently including Derbystar, EA and AWS, for example). Other key questions are: How can clubs receive better and more active support for their international activities, e.g. foreign travel? How can the league’s and the clubs’ technical and sales opportunities be extended by virtual advertising – which allows digital overlays for advertising in the stadium to be altered individually in the transmission signal – to appeal to viewers in the respective countries more flexibly, thereby making advertising more attractive for international partners?
Digital piracy: The DFL will further step up its activities in the fight against the growing problem of digital piracy (illegal live streams), in order to protect the value of media rights to Bundesliga and Bundesliga 2 matches and to support its global media partners in this respect. This involves investing in additional measures and structures to better detect illegal ways of watching, take them offline and prevent them in future.
Direct offerings: Internationally in particular, our goal as a league is to grow the direct connections with global fans of the Bundesliga, Bundesliga 2 and the clubs, which to date mainly lies with Bundesliga’s media partners. The DFL is therefore looking at how the Bundesliga can get closer to fans all over the world through the league’s and the clubs’ media channels – including in light of the aforementioned changes in how media is being consumed.
There has been talk of a Bundesliga platform before – what about that?
The content approaches in the area of “direct offerings” include expanding global platforms and bundled offerings by the league and the clubs to reach fans directly. In this context, there has often been talk of a “streaming platform” – in actual fact, the plans are for the offering to go much further than that. The possibility of match broadcasts in individual countries is just one of many potential content components. Indeed, with a wide range of content and offerings, the platforms are intended as digital points of contact for fans from all over the world who are interested in the Bundesliga and Bundesliga 2.
What are the DFL and the clubs hoping for from a strategic marketing partnership in these scenarios?
A marketing partnership would be based on two fundamental principles: Firstly, growth capital for active investment by the league in personnel, offerings and measures in the areas described above. And secondly, the contribution of added value by a partner, for example in the form of its expertise and its global network in significant business areas for the DFL and the clubs. Such models are nothing new in football: there are close parallels, for example, with the fact that many clubs have brought marketing partners “on board” to support them over the past 20 years. This means that clubs have entered into comprehensive marketing agreements in which the respective marketing partner received a certain percentage of the revenue generated as its fee. In business areas such as sponsorship and marketing, marketing partners have often delivered added value for clubs beyond financial aspects over a defined period. The clubs have expanded their expertise and their network, improved their structures, become more professional – and, in many cases, continued marketing without a partner after the end of the cooperation.
In light of this and after considering various financing options, one possible variant is a strategic marketing partnership with a global capital investment company, which could contribute both growth capital and content value added through their relevant expertise. The goal and the belief are that active investment and the joint promotion of relevant issues – including on the basis of the added value that a partner contributes – will lead to positive economic performance. A strategic marketing partnership of this kind – unlike borrowed capital that would result in league debt, for example – would entail a partner bearing some of the risk of business performance through its investment. This model would therefore reduce the risk to the DFL and the clubs.
What value added could a partner provide beyond growth capital?
Relevant factors, as many of which should be covered as possible, include: experience in the expansion of media offerings; established knowledge of core international media markets; a network of global media companies and other corporations from various branches of industry to improve market access; expertise in the successful establishment of D2C offerings; experience and expertise in business areas such as licensing and sponsorship; experience and expertise in the areas of sport and tech to improve digital strategies and to accelerate social media growth.
How have the governing bodies and the DFL proceeded to date?
The league’s governing bodies and the DFL’s management have intensively examined the future direction of the leagues in recent months. Clearly, a strategic marketing partnership is only about the ongoing development of the DFL’s business model. It also means that it is explicitly not about a short-term financial injection or pumping more money into salaries or transfer fees. Rather, the objective is to invest in sustainable growth for the Bundesliga and Bundesliga 2 – and thus also to reduce the existing dependencies that became clear during the COVID crisis.
In recent weeks, the DFL has spoken intensively with officials from all clubs about how future development can and should be designed and financed. Before fleshing out the idea any further, the DFL first spoke transparently with the clubs about framework conditions, opportunities, needs and questions in connection with the strategic refinement and financing options, including at two comprehensive meetings with clubs in Frankfurt in November 2023. This procedure was also announced and explained in advance by management at the press conference following the most recent DFL Members Assembly on 9 October 2023.
These discussions were also about key points and “red lines” for a possible strategic marketing partnership deal at league level. In particular, the DFL took into account the lessons learned from the process conducted in spring 2023 in coordination with the league’s governing bodies.
What are the central guidelines – or the “red thread” – for a marketing partnership at league level?
Participation in licensing revenue and no sale of an interest: The sale of an interest in the DFL itself – and thus a marketing partner’s participation in the sovereign rights of DFL e.V. or DFL GmbH – has been ruled out. To safeguard the interests of the clubs, the intention is for only a minority interest in licensing revenue from the exploitation of DFL e.V.’s commercial rights (primarily media rights and central licensing rights/sponsoring partnerships, such as the current ones with Derbystar, EA and AWS) limited to a 20-year period. Specifically, sovereign rights and functions of the DFL as well as the influence and rights of participation of the clubs would be fully maintained at all times. Such minority interests already exist at many clubs that are organised as limited companies. The league and the clubs would remain in charge of their own actions and decisions at all times.
No debt: The DFL business model is to be refined – but with a financing model that is positive in the long term and fair to future generations. Several options for financing this refinement have been examined in recent months, including careful consideration of the advantages and disadvantages. League debt was rejected by the DFL’s governing bodies and management because borrowing outside capital in a difficult interest rate environment would lead to financing and repayment costs that would need to be paid regardless of the DFL’s revenue development. Debt at league level could also lead to the communitisation of debt between clubs, and this possibility needs to be ruled out. In contrast, a strong partner would bear a portion of the risk and participate in positive business development. In addition to other advantages, a strategic marketing partnership would mean that the licensed rights would return to DFL e.V. in their entirety once a temporary minority interest expired. The growth capital (including interest) would not have to be repaid. Instead, it would be covered by the marketing partner’s temporary interest in licensing revenue.
The DFL is always in control of match scheduling and kick-off times: The organisation of match operations (match scheduling in particular) will always remain the DFL’s full responsibility. Co-determination rights concerning kick-off times or competitive matches abroad or in the area of match scheduling do not play any part in the thinking about a strategic marketing partnership.
No flooding of the market with money: The current discussions are focused on just one key pillar: the ongoing development of the DFL’s central marketing in the interests of a positive future for the leagues and the clubs as described above. It is therefore intended that a majority of the growth capital from a strategic marketing partnership would be channelled into the DFL’s business development – with the aim of growing long-term revenue from central marketing through investment today that would benefit all clubs. Significant distributions to the clubs from the remainder are intended to compensate them for strategic partner’s minority participation in licensing revenue. In other words, this is money that would have been distributed to the clubs in the years ahead anyway even without a strategic partnership being concluded. Despite persistent speculation, a strategic partnership will therefore not end up as “more money in the pockets of players and consultants”.
Further support payments for specific club measures, e.g. in the area of international travel, would be provided on the basis of established “rate-card” mechanisms, as has been customary for years (by way of example, information on the current rate card for internationalisation can be found here in German). Support payments would only be made for activities actually performed. The precise mechanisms and a revised rate card will be further elaborated by the DFL and the Internationalisation Commission, which consists of representatives from twelve clubs, in the near future.
The 50+1 intentions will be upheld: There will not be the same rule at league level as there is for the clubs. Nevertheless, the intentions of the 50+1 rule will be fully taken into account in the envisaged concept for a strategic marketing partnership. Any type of partnership would be a clear economic minority interest – as is already the case for a number of Bundesliga and Bundesliga 2 clubs. The new concept also means that the amount of a strategic partner’s time-limited minority interest in licensing revenue from the exploitation of DFL e.V.’s commercial rights would be lower than previously considered – specifically, a single-digit percentage. Ultimately, taking on a strategic partner at league level would enable the necessary, long-term, forward-looking investment in central marketing and in the clubs while preserving the 50+1 rule.
Decision-making power remains with the clubs: It is the DFL’s task to develop and put forward options regarding the refinement in conjunction with the governing bodies. No marketing partnership will be agreed without an approving resolution by the Members Assembly on 11 December in which the clubs instruct the Executive Committee and the management to negotiate a marketing partnership and authorise them to conclude the transaction in line with the material conditions and key points adopted by the clubs.
Regulation as a further key pillar: Regardless of a possible strategic partnership, and as in previous years, the DFL will continue to work hard with top German clubs to strengthen financial stability and financial sustainability internationally through stricter regulations at a European level, thereby making German football more competitive. Without the intervention of the DFL and the German clubs, UEFA would not have intensified its financial regulations in 2022. Instead, there would likely have been wide-scale deregulation. The DFL will continue its efforts to strengthen financial regulations, ensure their strict implementation and deploy stricter sanctions in response to violations.
What exactly might a marketing partnership involve?
To safeguard the interests of the DFL and the clubs, the intention is for a licence model rather than the sale of a share in the DFL. This entails the formation of a new marketing company (“MediaCo”) for which the intended legal form under German law is a partnership limited by shares (KGaA). DFL e.V. would licence the global media and other commercial rights to MediaCo. MediaCo’s revenue, less the marketing partner’s single-digit percentage economic minority interest, would be distributed to DFL e.V. and the clubs.
How might MediaCo’s governing bodies be structured?
Before anything else: It goes without saying that the internal organisation of DFL e.V and DFL GmbH, and in particular the composition of the executive bodies (including the DFL Members Assembly, the DFL Executive Committee, the DFL Supervisory Board, the DFL management and the DFL Licensing Committee), would be unaffected by any strategic partnership and that, going forward, this would remain the sole responsibility of the responsible executive bodies of DFL e.V. and DFL GmbH as set out in the Articles of Association.
The planned governance structure for MediaCo involves various governing bodies. Under this structure, a clear majority for the representatives of DFL e.V., and hence decision-making power with regard to all key topics/questions, would be assured at all times.
The central governing bodies of the newly formed MediaCo would be:
• Management: The sole personally liable shareholder of MediaCo would be a German limited liability company (“general partner”) whose sole shareholder would be DFL e.V. The management and representation of MediaCo would be the responsibility of this general partner controlled by DFL e.V. Business activities would be managed by its Management Board. The Management Board would comprise at least three members, including Chief Executive Officer(s) and a Chief Financial Officer. The appointment and dismissal of members of the Management Board would be the responsibility of the Advisory Board (see below) and would require a double majority of the Advisory Board members, i.e. a majority of all Advisory Board members as well as a majority of the Advisory Board members delegated by DFL e.V. The Advisory Board members delegated by DFL e.V. would have sole responsibility for proposing appointments to the position of CEO(s). The plan is for the CEO(s) of MediaCo to be members of the Management board of DFL GmbH who will perform both roles (DFL GmbH and MediaCo) simultaneously. With regard to potential members of the Management Board in addition to the CEO(s), the partner Advisory Board members could be granted a right of first proposal. This would give the partner Advisory Board members the opportunity to make initial proposals; if these proposals were not accepted by the Advisory Board, the DFL Advisory Board members would, of course, be able to make proposals themselves and decide on the respective appointment due to having the majority of the votes.
• Advisory Board: The Advisory Board would be established at the level of the general partner. It would decide on matters requiring approval. It would also monitor the performance of MediaCo and advise the Management Board on strategy and business planning. The Advisory Board would comprise seven members (“Advisory Board members”), with five being appointed by DFL e.V. from among the club representatives on the DFL Executive Committee (“DFL Advisory Board members”) and two being appointed by the partner (“partner Advisory Board members”). The members of the Advisory Board would be formally appointed by the shareholders’ meeting of the general partner. Resolutions of the Advisory Board would require a simple majority of the votes cast. The only exception is the appointment and dismissal of members of the Management Board, which would require a double majority of the Advisory Board members, i.e. a simple majority of the Advisory Board members as well as a simple majority of the DFL Advisory Board members. The Chair of the Advisory Board would be a DFL Advisory Board member. In the event of a tied vote, the Chair of the Advisory Board would have the casting vote.
• Shareholders’ Committee: The Shareholders’ Committee would serve as a forum for regular dialogue at executive level. It would comprise four members, with two being appointed by DFL e.V. from among the DFL Advisory Board members and two being appointed by the partner. The Shareholders’ Committee could make non-binding proposals to the Management Board and the Advisory Board. It would also serve as a dispute resolution body in the event of the partner Advisory Board members exercising their right of veto on one of the matters for which such right of veto exists.
What co-determination rights – in particular veto rights – would a marketing partner have?
As has already been said, the sovereign rights and functions of the DFL – such as the organisation of match operations, match scheduling, setting kick-off times and the licensing of the clubs and the players – and the clubs’ influence and participation rights will be maintained and remain the exclusive preserve of DFL e.V. and DFL GmbH. This also means that competitive matches abroad, new kick-off times and co-determination rights for a partner regarding match scheduling do not play any part in our thinking.
As is standard for such agreements, the possible veto rights for any marketing partner would mainly concern significant changes to the fundamental agreement on which the partnership is based. This would serve to protect the partner against the material devaluation of its economic interest in the marketing partnership. After all, a partner also has to know what form a partnership will take over the agreed period just as much as DFL e.V. does. The possible rights of veto therefore explicitly do not affect the sovereign rights of the DFL, e.g. in connection with aspects concerning the organisation of match operations or match scheduling.
Rather, a specific example of a right of veto would be that representatives of DFL e.V. would be able to resolve the termination of the licence agreement between DFL e.V. and MediaCo, if the partner did not have a right of veto in this regard, as DFL e.V. would control MediaCo via the general partner in which it would be the sole shareholder. Naturally, that would not be in keeping with the spirit and interests of a partnership, as a partner obviously has to know the basic framework and has to be able to trust, with legal certainty, that this framework (e.g. the licence agreement between DFL e.V. and MediaCo) will be upheld and not unilaterally altered to the partner’s material disadvantage. For the duration of the minority interest, it is therefore intended that a partner would have a right of veto against ending the licence agreement between DFL e.V. and MediaCo, for example. Examples of additional rights of veto – in each case solely relating to MediaCo, and hence not to DFL e.V. or DFL GmbH – concern planned significant investments not relating to ordinary business activities, i.e. the exploitation of rights by MediaCo; amendments to the marketing agreement that are materially economically disadvantageous to MediaCo; and the granting or taking out of loans above a certain amount.
Possible co-determination and veto rights were transparently presented to the clubs and discussed with them during the talks in November 2023. To expressly repeat the point: None of this concerns the DFL’s sovereign rights on sporting matters, for example, such as match scheduling, kick-off times or matters of this nature.
Where would the partner’s funds come from?
Capital investment companies typically obtain funds from private and institutional investors and institutional lenders, among others. With regard to a potential strategic marketing partnership, any potential partner would have to provide evidence of the origin of their funds to the satisfaction and with the approval of DFL e.V. This includes demonstrating that the funds do not originate to a material extent from countries or regions that fail to satisfy the requirements set out by DFL e.V. in advance.
What fundamental requirements must be met by a strategic marketing partner?
Any potential partner would have to meet certain requirements in order to demonstrate its reliability. Among other things, these requirements include:
• The acquirer, the persons controlling the acquirer and their economic beneficiaries are not insolvent or at risk of insolvency.
• The acquirer, the persons controlling the acquirer and their economic beneficiaries meet all of the requirements that must be fulfilled in accordance with the German Money Laundering Act prior to establishing a business relationship with a credit institution domiciled in Germany, including the general and enhanced due diligence requirements.
• The acquirer, the persons controlling the acquirer and their economic beneficiaries are registered and domiciled in certain countries or regions defined in advance, such as the member states of the European Economic Area, the United Kingdom, Switzerland, the United States of America, Canada, New Zealand, Australia, or comparable regions/countries. DFL e.V. may withhold its approval of a potential partnership if the origin of the acquirer’s funds is not materially demonstrated to the satisfaction of DFL e.V. or if these funds are found to originate from countries or regions that are not permitted.
• The acquirer, the persons controlling the acquirer and their economic beneficiaries are not the subject of criminal investigations or proceedings and are not included on an EU, UK or US sanctions list, nor have they been so in previous years.
What happens if the growth set out in the business plan fails to occur?
The business plan has been examined and validated by external legal, finance and marketing experts. The partner Advisory Board members would be entitled to demand that suitable corrective action be taken only if MediaCo failed to achieve its planned EBITDA (earnings before interest, taxes, depreciation and amortisation) by a considerable distance. This corrective action would have to fall within the sphere of responsibility of MediaCo (depending on the respective business area, this might entail new marketing measures or intensified activities in individual areas, for instance). The DFL Advisory Board members and the Management board would be entitled to reject this demand for good cause. Furthermore, the sovereign rights of the DFL and the clubs on sporting matters, for example (such as kick-off times, match scheduling and fixtures), would expressly remain entirely unaffected in this case. If the corrective action failed to resolve the negative deviation from the business plan and this were not attributable to external circumstances (e.g. a change in the market environment), the partner Advisory Board members would be entitled to demand the dismissal of the responsible member of the Management Board. This right of dismissal expressly does not apply to the position of CEO(s) of MediaCo, which would be held simultaneously by a member or members of the Management Board of DFL GmbH.
In the event of dismissal, a new appointment would be made using the original procedure. The partner Advisory Board members could be granted a right of first proposal for the new member. In turn, the appointment of a new member of the Management Board would be the responsibility of the Advisory Board and would also require a double majority of the Advisory Board members, i.e. a majority of all Advisory Board members as well as a majority of the Advisory Board members delegated by DFL e.V.
Could a strategic marketing partner sell on its interest?
As a matter of principle, the licensed rights would automatically return to DFL e.V. once the time-limited economic minority interest granted to any strategic marketing partner expired. Prior to the end of the fixed term, DFL e.V. would have the option of repurchasing the shares in MediaCo GmbH & Co. KGaA held by the partner at a fair value determined in accordance with a defined valuation mechanism after nine years and 15 years have elapsed. The minimum holding period for the interest for any partner would be eight years. If a partner wished to sell on the rights during the course of the long-term partnership (e.g. after year ten) and the DFL had declined to exercise its repurchase option after nine years, the DFL would be entitled to submit an initial offer for the repurchase of the shares. The partner would also be limited in the selection of a buyer, as exclusion criteria would be defined prior to the conclusion of a partnership in this case. The requirements for a strategic marketing partner outlined above would also have to be satisfied in this case (see “What fundamental requirements must be met by a strategic marketing partner?”).
Will a strategic partnership have a direct impact on the system for distributing media revenue (distribution key)?
No. The distribution of revenue from central marketing will continue to be governed by the distribution key resolved by the Executive Committee of DFL e.V. in December 2020 for the 2021-22 to 2024-25 seasons. As usual, the responsible DFL Executive Committee will address the topic of revenue distribution from national and international central marketing again following the next tender for German-language media rights. The next tender (for the 2025-26 to 2028-29 seasons) is scheduled for the second quarter of 2024. By the time it addresses the matter of the distribution key for the 2025-26 to 2028-29 seasons, the Executive Committee will therefore be aware of the results of the tender as well as whether a strategic marketing partnership has been concluded at league level or not, because this potential process – if approved by the DFL Members Assembly on 11 December – is intended to be completed prior to the start of the media rights tender procedure.
What are the next steps?
At a joint meeting on 14 November 2023, a majority of the members of the Executive Committee of DFL e.V. and the Supervisory Board of DFL GmbH voted in favour of preparing a request for a strategic marketing partnership and putting a related vote on the agenda of the Members Assembly in order to lay broad-based foundations for such a decision among the 36 clubs. The new concept differs in key points – for example, as described above, the narrower scope of a potential partnership and a clear focus on the refinement the DFL business model – from similar ideas put forward in spring 2023. The new, specific ideas are also based on insights gained and suggestions made at the information events that were held with managers of the Bundesliga and Bundesliga 2 clubs in November. Based on a corresponding proposed resolution by the Executive Committee, the 36 clubs will vote on 11 December on whether a strategic marketing partnership should be concluded for the purpose of refining the Bundesliga, Bundesliga 2 and DFL.
If the DFL Members Assembly votes in favour of a strategic marketing partnership at league level: How would this process work? Would the DFL have complete freedom to conclude a partnership?
No. If the DFL Members Assembly approves the plans with a two-thirds majority of the votes cast, the Executive Committee of DFL e.V., which is responsible in accordance with the Articles of Association, would be instructed and authorised to conduct a process and conclude a legally binding agreement on a strategic marketing partnership. The DFL’s management would conduct the corresponding negotiations in conjunction with financial and legal experts. With regard to finances, governance and other matters, any agreement would only be concluded subject to the many key points clearly defined in advance (and discussed in this FAQ) and hence in accordance with a framework agreed with the clubs in advance, which would also be resolved by the Members Assembly on 11 December. The parties conducting the negotiations would not be allowed to deviate from these conditions and key points in negotiating and concluding the agreement unless such deviations would be beneficial, neutral or immaterial for DFL e.V. from an economic, legal and/or tax perspective. At its discretion, the Executive Committee would make a final decision on the selection of the strategic marketing partner and the conclusion of the transaction.
A strategic marketing partnership would have far-reaching effects – can such a long-term decision be made today?
The league’s governing bodies and DFL e.V., as the association representing the 36 professional clubs, regularly have to make landmark strategic decisions that will have repercussions long after their terms in office. Such decisions are always made in the belief that they will make the best possible contribution towards a successful future for the club in question as well as the Bundesliga and Bundesliga 2. This is true both at club level (e.g. investment in the construction of a new stadium) and at league level (e.g. at the time, the formation of the DFL to create standalone structures outside the DFB in the interests of the professionalisation of licensed football; investment in DFL structures and the media product; the agreement of long-term media contracts). Even today, long-term decisions have to be made to ensure the continued positive development of the Bundesliga and Bundesliga 2.
One of the focal points is international activities, such as foreign travel. How is this consistent with the sustainability efforts on the part of the clubs and the DFL?
In recent years, the clubs and the DFL have made considerable progress when it comes to improving sustainability in the Bundesliga and Bundesliga 2 – such as the inclusion of sustainability guidelines in the licensing regulations. This provides a uniform framework for guidance and action to support the existing commitment that the clubs have pursued and intensified over a number of years, particularly on an individual level. The guidelines were developed with a view to ensuring the establishment of a minimum standard while also enabling the clubs to continue to act with a focus on their respective strategic priorities in future. The aim is to ensure ongoing development in the area of sustainability, including on the basis of the guidelines and individual club initiatives, from the establishment and expansion of basic structures to the broader deployment of effective and measurable activities. Click here to read more about this topic in the follow-up report to the second DFL Sustainability Forum, which took place in September 2023.
At the same time, international activities by the clubs and the league form part of the core business in professional football. There has been a certain paradigm shift in this area and many activities, such as those involving international media partners and media producers, now take place entirely digitally, i.e. without any travel being required. Nonetheless, international travel by clubs during the match-free period is relevant when it comes to raising awareness of the Bundesliga and Bundesliga 2 outside Germany in the competition between the top leagues, as well as supporting the DFL’s global media partners. However, these priorities do not have to be mutually exclusive. Aspects of sustainability can be taken into account to a far greater extent when travelling internationally – for example, the clubs and the league have various options at their disposal for deploying resources more efficiently and optimising the routes taken. This is also helped by the expertise that the clubs and the league have built up and expanded as they increasingly address the topic of sustainability in connection with the introduction of the sustainability guidelines, among other things.