Market trends in Iberian private equity transactions

This study, an overview of market trends in private equity transactions in Spain and Portugal, analyzes the most significant deals on which Cuatrecasas advised.

It analyzes 56 private equity deals signed in 2024 and 2025 (40 in Spain and 16 in Portugal) with transaction values over €10 million in Spain and without limitation in Portugal.

Spain: 2025 Market trends at a glance

• The private equity sector increasingly relied on secondary and continuation funds as another alternative exit strategy.
• Rollover transactions continued to be the standard approach for majority shareholding acquisitions.
• Transactions focused on strategic sectors—particularly TMT and life sciences—while the services sector experienced a strong rebound.
• The number of auction-based processes reached record levels.
• Authorities intensified their scrutiny of direct investments and antitrust.
• Sixty percent of the deals with a condition precedent required antitrust approval.
• The locked-box mechanism reaffirmed its position as the dominant pricing method, used in more than 90% of transactions.
• Use of ticking fees increased considerably.
• The completion accounts mechanism continued to be far more common in general M&A deals than in private equity transactions.
• Working capital and net debt remained the key financial parameters used for postclosing adjustments.
• Earn-outs continued to be widely used, although slightly less than in 2024.
• The rise in auction processes contributed to more seller-friendly time limits and liability thresholds.
• An 18-month limitation period was the most common duration for business warranties.
• Excluding clean exits, the most frequently agreed liability caps for business warranties remained between 10% and 20% of the purchase price, reversing the trend toward slightly higher caps seen in recent years.
• More than half of the transactions resulted in clean exits.
• Warranty deeds continued gaining traction in clean W&I insurance transactions.
• Almost half of the SPAs included an anti-sandbagging clause, limited to information “fairly disclosed” to the buyer.
• W&I insurance was used in more than half of the deals.
• A MASC became a mandatory step before filing judicial claims, unless the contract is subject to arbitration.
• Most arbitration proceedings were managed by the ICC or the Official Chamber of Commerce, Industry and Services of Madrid. 

Portugal: 2025 Market trends at a glance

• Life sciences led Cuatrecasas-advised private equity deals in Portugal, while services and industry gained momentum as TMT lost ground.
• Investments dominated the market, with both platform investments and add-on acquisitions representing a strong share of advised deals.
• Portugal’s private equity market continued to be led by full buyouts (50%), with minority stakes gaining traction (31%) alongside majority stakes (19%). Rollover structures were a recurring feature across these transactions, an aspect on which we advised in several instances.
• Bilateral negotiations remained the preferred transaction route; however, all transactions exceeding €50 million were carried out through auctions/competitive bids.
• Locked-box mechanisms regained dominance over completion account adjustments.
• Deferred consideration appeared in 81% of deals, primarily through earn-outs tied to EBITDA and revenue-based metrics.
• Joint and several liability typically applied in transactions involving multiple sellers.
• The most common limitation periods for seller warranties remained at 2 years, followed by 18 months.
• Fundamental warranties were typically capped at the purchase price, while business warranty liability was, in the majority of transactions, capped at 30% or less of the purchase price.
• Most agreements continued to include anti-sandbagging clauses, typically limited to information “fairly disclosed” to the buyer.
• Guarantees or collateral securing seller liability featured in 75% of transactions. Price retention and W&I insurance were the most common mechanisms, particularly in deals exceeding €50 million. Other arrangements, such as set-off rights and asset-maintenance undertakings, were also widely used.
• Arbitration remained the preferred dispute resolution mechanism. Lisbon was the most frequently designated seat, with Porto occasionally chosen. Clauses predominantly adopted the rules of the Commercial Arbitration Center of the Portuguese Chamber of Commerce and Industry (CAC).

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