PadelCity's €20m Deal Followed A 5.64% Insider Transfer
PadelCity's €20m deal mixed €12m of fresh capital with €8m of secondary shares after a Schadeberg family vehicle bought 5.64% from key insiders.
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Compagnie des Alpes' initial PadelCity investment splits into two different economic outcomes. The listed French leisure group put €12 million into the German padel operator through a reserved capital increase and spent another €8 million buying existing shares from historical minority holders. The €20 million transaction gave it 33.9% of the capital and voting rights.
The German register shows the ownership base behind that deal. Before the announcement, four founder- or manager-linked vehicles still held 55.66% of PadelCity's issued shares. A Schadeberg-family vehicle called BCNV GmbH held another 5.64% after buying four blocks directly from those same vehicles in December 2025.
That earlier transfer does not prove preparation for the Compagnie des Alpes transaction. It does establish that the staged takeover begins with a concentrated cap table that was already changing. The buyer now has unilateral options to reach approximately 75% in early 2028 and 100% at the end of 2030, while the public record still does not identify who received the €8 million of secondary consideration.
| Initial transaction component | Amount | Immediate beneficiary | What it changes |
|---|---|---|---|
| Reserved capital increase | €12m | PadelCity | Funds the company's development plan for the next 18 months |
| Existing minority shares | €8m | Selling historical shareholders | Transfers existing ownership; does not add cash to PadelCity |
| Total initial investment | €20m | Company and sellers | Gives Compagnie des Alpes 33.9% of capital and voting rights |
The split matters because only €12 million expands PadelCity's own financing capacity. The other €8 million is shareholder liquidity. Treating the full headline as growth capital would overstate the money available for new courts, hiring and market expansion.
Four Vehicles Still Held 55.66% Before The Deal
The latest reviewed PadelCity shareholder list is dated 8 June and was filed on 26 June 2026. It records 41,380 shares with a nominal value of €1 each. No Compagnie des Alpes vehicle appears because the announced transaction had not yet reached this public register state.
| Pre-announcement holder | Shares | Issued-share position |
|---|---|---|
| Padelcrew Beteiligungs UG | 9,389 | 22.69% |
| Fortyone Capital GmbH | 5,078 | 12.27% |
| Tranquility Base GmbH | 5,078 | 12.27% |
| SH ONE Beteiligungsgesellschaft mbH | 3,488 | 8.43% |
| Four-vehicle subtotal | 23,033 | 55.66% |
| BCNV GmbH | 2,334 | 5.64% |
| All other holders | 16,013 | 38.70% |
The four largest vehicles therefore entered the announcement period with a majority of issued shares between them. That is an ownership concentration, not proof that they voted as one bloc or sold together. It does mean that a future controlling owner must deal with a small number of large positions alongside a long tail of other investors.
Compagnie des Alpes says PadelCity's founders will remain shareholders until the end of 2030. The announcement names Jonathan Sierck, Sebastian Weil and Markus Englert among the founders, but the reviewed transaction materials do not allocate the €8 million secondary purchase among individuals or vehicles. The June list maps the starting positions, not the closing proceeds.
BCNV Bought Its 5.64% From The Four Largest Vehicles
The historical path is more revealing than a static cap table. A shareholder list filed in December 2025 is labelled "Liste nach SPA", or list after a share purchase agreement. It shows BCNV acquiring four blocks that add exactly to its later 2,334-share holding.
| Transferor | Shares transferred to BCNV | Share of PadelCity's current issued total |
|---|---|---|
| Padelcrew Beteiligungs UG | 953 | 2.30% |
| Fortyone Capital GmbH | 514 | 1.24% |
| Tranquility Base GmbH | 514 | 1.24% |
| SH ONE Beteiligungsgesellschaft mbH | 353 | 0.85% |
| Total acquired by BCNV | 2,334 | 5.64% |
BCNV's own shareholder list, filed in Siegen in June 2024, identifies Bernhard Schadeberg with 25.67%, Nicolas Schadeberg with 25.07% and Christopher Schadeberg with 49.25%. Krombacher's public material identifies the Schadebergs as the family behind the brewery group. The precise register conclusion is that a Schadeberg-family vehicle owned 5.64% of PadelCity before the Compagnie des Alpes announcement.
The filing does not disclose BCNV's purchase price or motive. It also does not connect the December transfer contractually to the July 2026 deal. BCNV could be a continuing shareholder, a seller in the secondary component or both across different stages. Any stronger conclusion needs the post-closing list or transaction schedule.
This is the same distinction that matters in Dossaro's analysis of Street Group's concentrated founder ownership before a staged Hg investment: an announced control path does not by itself reveal which existing holder sells, rolls over or keeps exposure at each step.
The Buyer Disclosed Why The Valuation Numbers Differ
Compagnie des Alpes' transaction release supplies more price detail than most private deals. The €12 million capital increase used a reference enterprise value of €55 million, which the buyer says corresponds to a post-money equity value above €65 million. The €8 million acquisition of existing shares was priced at a 15% discount to that reference enterprise value.
| Disclosed valuation layer | Basis | Decision-relevant reading |
|---|---|---|
| €55m | Reference enterprise value for the capital increase | Pricing basis for new money before translating to equity value |
| More than €65m | Post-money equity value | Includes the new capital and the company's net financial position |
| 15% discount | Existing-share purchase versus reference enterprise value | Secondary shares did not use the same price basis as the capital increase |
| Slightly more than €50m | Average enterprise value across both legs | Blended result of primary and discounted secondary pricing |
This footnote prevents a simplistic calculation. Dividing €20 million by 33.9% produces about €59 million, but that is not a disclosed single-price valuation because the transaction mixes newly issued and existing shares at different bases. Dividing only the €12 million capital increase by 33.9% is even less meaningful because the 33.9% stake also includes the €8 million secondary purchase.
The disclosed structure is economically coherent. New capital supports expansion, while existing investors receive some liquidity at a discount. What remains unknown is distribution: how many new shares were issued, which historical holders sold, and how each transaction leg changed the denominator.
The Control Shift Is Designed To Happen In Three Steps
The initial 33.9% position is only the first stage. The agreement gives Compagnie des Alpes the unilateral right to buy approximately another 41% in early 2028, taking it to about 75%. A final option at the end of 2030 would take it to 100%.
| Stage | Disclosed ownership | Status | Missing economic term |
|---|---|---|---|
| July 2026 closing | 33.9% | Completed and announced | Exact post-closing share count and seller allocation |
| Early 2028 option | Approximately 75% | Buyer option | Exercise price and holder-by-holder sales |
| End-2030 option | 100% | Buyer option | Final pricing formula and residual seller allocation |
This design postpones control and part of the purchase price while keeping founders exposed to execution. It also gives the listed buyer time to observe whether PadelCity delivers its expansion plan before consolidating the company.
The operating targets are ambitious. Compagnie des Alpes says PadelCity operated 24 centres at the announcement and aimed for around 40 by the end of 2026, with 350 courts and an annualised revenue run rate of roughly €50 million. Those are company targets, not realised results. The option structure makes their achievement commercially relevant to both sides even though the exercise formula is not public.
For minority holders, the future question is not merely dilution. A buyer with approximately 75% would have a controlling position before the final step, while remaining shareholders would still depend on the option terms and German corporate mechanics for their exit economics. The current record supports that structural exposure, not a prediction of unfair treatment.
The Post-Closing List Will Identify The Real Sellers
The next German shareholder list should answer the most important unresolved questions. It can show the Compagnie des Alpes acquisition vehicle, the number of newly issued shares, the post-money denominator and the holders whose positions fell after the secondary purchase.
Researchers can follow that sequence through Dossaro's German Handelsregister source guide, connecting the June pre-deal list to the first post-closing filing instead of treating the announcement as a complete cap table.
The option agreement or a later buyer filing is the second watchpoint. It would reveal how the 2028 and 2030 purchase prices respond to revenue, earnings, debt or other performance measures. Until then, the cleanest conclusion stays with the proven sequence.
PadelCity received €12 million of fresh capital and historical shareholders received €8 million for existing shares. Before that closing, four large vehicles still held 55.66%, while BCNV had already bought 5.64% directly from them. Compagnie des Alpes now has a documented route to full control, but the next register state must show whose ownership funded the first step and who remains exposed to the next two.
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