M&A Market Trends in Spain 2025

This document presents an analysis of Spain’s M&A market in 2025, covering (i) market evolution compared with previous years; (ii) the main sources of investment; and (iii) the distribution of transactions across different sectors.

We also include an overview of the key terms and conditions of the M&A transactions in which Cuatrecasas has been involved based on the analysis of nearly 70 transactions in which we acted as legal advisor during the year. All the transactions examined in this study involve the acquisition or sale of shareholdings or shares in Spanish companies, each with a purchase price exceeding €10 million.

2025 market trends at a glance

• Auctions. The trend seen in 2024 continued, with an increase in transactions negotiated through competitive auction processes. These rose from just over 17% in 2023 to 23% in 2024 and 29% in 2025 (mainly in private equity transactions).
• Coditions precedent. The vast majority of the transactions we advised on involved deferred signing and closing. As is customary, the conditions precedent governing the agreements come in various forms. The most common were (i) regulatory authorizations, primarily antitrust approvals and, to a lesser extent, FDI clearance, (ii) requirements relating to the signing, maintenance or termination of certain strategic contracts, (iii) obtaining consents or waivers from counterparties under the target company’s contracts in connection with change-of-control provisions (iv) and implementation of pre-closing corporate restructuring steps, including carve-in and carve-out transactions.
• Price adjustment mechanism. The locked box mechanism remained more widely used than price adjustments based on completion accounts, representing 50% of transactions (as against 33% for completion accounts, excluding hybrid locked-box and price adjustment structures). Its prevalence was even more pronounced in private equity transactions. If we exclude private equity transactions, the closing accounts mechanism was most commonly used.
  
  Thirty percent of the transactions that used a locked-box mechanism included an equity ticker. Additionally, 10% of transactions included interest applied to any unauthorized leakage.
  
  For transactions using completion accounts, the financial parameter used in all cases was net financial debt. Just under 40% of deals also included a working-capital adjustment.

• Earnouts. Almost one-third of transactions included an earnout, in line with previous years. Earnouts were primarily tied to (i) EBIT or EBITDA, and (ii) specific milestones, such as resolving a dispute, obtaining a license, or collecting a significant receivable.
• Liability caps. Liability caps for business representations and warranties given by the seller varied across transactions, but in deals without W&I insurance, the vast majority fell between 10% and 30% of the purchase price. Clean exit structures have increased, supported by the rising use of W&I insurance, which grew from 33% to nearly 40% of transactions.
  
  With respect to the seller’s liability for breaches of the fundamental warranties, the vast majority of agreements set a liability cap equal to the purchase price, or include no cap at all, as is standard market practice. In the cases where a cap below 100% of the price was agreed, these typically corresponded to clean exit structures supported by W&I insurance.

• Types of seller’s warranties. In 2025, 40% of the transactions advised by Cuatrecasas included a W&I policy, and a large share of these were non-private-equity deals. Beyond W&I insurance, which has been by far the most chosen option, the other common forms of security were purchase price retentions and escrow arrangements.
• Temporary limitation of the seller's liability. The most common limitation periods for business representations and warranties were 18 months (42% of transactions) and 24 months (27% of transactions). These figures are similar to 2024, but reflect a slight shift toward shorter, more seller-friendly periods, maintaining typical exceptions aligned with statutory limitations.
• Buyer’s knowledge. The most frequent approach was an anti-sandbagging clause, limiting the seller’s liability to information fairly disclosed in the due-diligence materials or otherwise (44%). In the remaining cases, parties agreed either on (i) pure anti-sandbagging: buyer knowledge limits the seller’s liability (14%), (ii) hybrid: buyer knowledge does not exclude liability for third-party claims, but does exclude liability for direct claims (14%), (iii) or pro-sandbagging: buyer knowledge does not limit the seller’s liability (18%).
• Damage concept. Most SPAs converged on a definition of recoverable damages that (i) limits indemnifiable losses to effective damages (daños emergentes), and
  (ii) expressly excludes lost profits (lucro cesante) and indirect or consequential damages.
• Dispute resolution. Arbitration as a dispute-resolution mechanism increased compared with 2024, being used in 35% of transactions in 2025. Nevertheless, court jurisdiction remained the preferred option for most deals. 

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