Current market conditions are creating attractive sell-down opportunities in Spain.

Investors looking to monetise stakes in Spanish listed companies are benefiting from strong equity markets, increased investor demand and competitive execution dynamics.

Recent accelerated secondary block trades in Spain include Naturgy, Cirsa, Indra, Sacyr, CIE Automotive or Arteche.

Understanding the legal and commercial issues may be what separates a clean execution from a missed window.

Key Commercial Considerations

Decisions on structure, timing and stakeholder management can have a significant impact on pricing and deal certainty

Choosing the right execution structure – selecting between a bought deal, backstopped or best-efforts, each striking a different balance between price and risk
Aligning stakeholders – coordinating with participating issuers (buy-back, new raise or treasury re-placement), banks (increased competition allows for seller-friend terms) and legal advisors is critical for the momentum
Optimising timing – favourable market windows can be short, so the ability to move quickly on documentation and structuring points is essential for execution
Other hot topics – liaising with lenders for timely release of any security over the shares subject to the block trade and potential 30-day stabilisation to support the aftermarket

Key Legal Considerations

Addressing the legal and commercial issues early can help maximise flexibility and achieve a successful outcome

Market abuse regulation – assessing clean trading windows (blackouts, inside info, peer reporting, macro) and cleansing strategy if launch is delayed after wall-crossing
Taxation is a recurrent theme a seller must consider carefully (FTT impact, availability of exemptions, cross-border parties and seller’s tax insurance)
Regulatory filings (significant-shareholder & PDMR) and impact of the sell-down on the issuer’s corporate governance
Closing and settlement mechanics – careful and early planning in these type of accelerated placements is paramount to minimize execution risk

HOW WE HELP

Gibson Dunn advises investors, issuers and financial institutions on some of the market’s most complex and high-profile ECM transactions, including secondary sell-downs. Our integrated global platform combines local market knowledge with cross-border execution experience, enabling clients to navigate accelerated transactions efficiently and confidently.

If a transaction is on your radar, we would be glad to talk.

The following Gibson Dunn lawyers prepared this update: Armando Albarrán, Alfonso Bernar, and Lucía Berrícano Bayón.

Gibson Dunn’s lawyers are available to assist with any questions you may have regarding these developments. Please contact the Gibson Dunn lawyer with whom you usually work, the authors, or any of the following members of the firm’s Capital Markets, Private Equity, or Mergers and Acquisitions practice groups:

Armando Albarrán – Madrid (+34 919 340 801, aalbarran@gibsondunn.com)

Alfonso Bernar – Madrid (+34 919 340 802, abernar@gibsondunn.com)

Hugo Hernández-Mancha – London (+44 20 7071 4267, hhernandez-mancha@gibsondunn.com)

Asís Martín de Cabiedes – Madrid (+34 919 340 806, amartindecabiedes@gibsondunn.com)

Reka Palla – Madrid (+34 919 340 805, rpalla@gibsondunn.com)

Mario Pacini – Madrid (+34 919 340 804, mpacini@gibsondunn.com)

Lucía Berrícano Bayón – Madrid (+34 919 340 809, lberricanobayon@gibsondunn.com)

Alberto Broseta – Madrid (+34 919 340 803, abroseta@gibsondunn.com)

Attorney Advertising: These materials were prepared for general informational purposes only based on information available at the time of publication and are not intended as, do not constitute, and should not be relied upon as, legal advice or a legal opinion on any specific facts or circumstances. Gibson Dunn (and its affiliates, attorneys, and employees) shall not have any liability in connection with any use of these materials. The sharing of these materials does not establish an attorney-client relationship with the recipient and should not be relied upon as an alternative for advice from qualified counsel. Please note that facts and circumstances may vary, and prior results do not guarantee a similar outcome.

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