Spain
The study analyzes 40 private equity deals signed in 2024 and 2025
This report provides an overview of current market trends in private equity transactions in Spain, based on the most significant deals in which Cuatrecasas acted as legal advisor.
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 equity tickers increased considerably, although returns were lower than previous years.
- 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 antisandbagging 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.
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