Capital markets: Debt in Spain
Allen & Overy
Acting for issuers and underwriters, Allen & Overy is experienced in the spectrum of debt capital markets transactions, from medium term note (MTN) and euro commercial paper (ECP) programmes to equity linked instruments and high yield. The firm is particularly active in the infrastructure and project bonds sectors. The practice is co-led by Ignacio Ruiz-Cámara, who has expertise in restructurings, leveraged finance, real estate and project finance; Charles Poole-Warren, who is known for domestic and international financing transactions; and Salvador Ruiz-Bachs, who specialises in regulation and contractual matters. Also notable is senior associate Alvaro Rojo, who focuses on advising international banks and corporates on a range of debt capital markets transactions. In a recent highlight, the firm acted for Banco Santander in its renewal of the €2bn Columbus Master Credit Cards, Fondo de Titulización programme.
Ignacio Ruiz-Cámara; Charles Poole-Warren; Salvador Ruiz-Bachs
‘Ignacio Ruiz-Camara provides commercial advice, using the breadth of his experience and market intel to tailor his responses to clients. He is both approachable and available and is comfortable sharing his views’
‘Very helpful and appreciated’
‘Professional, anticipate client needs’
‘Approachable and friendly, good product knowledge’
- Advised on the renewal of the €2bn Columbus Master Credit Cards, Fondo de Titulización programme and issuance of €492m notes.
- Advised Cajamar Caja Rural, Sociedad Cooperativa De Credito in a securitisation collateralised by a portfolio of term loans to small and medium-sized enterprises and self-employed individuals based in Spain through a securitisation fund.
- Advised Banco Santander on a revolving cash securitisation of auto loans extended to obligors in Spain by PSA Financial Services Spain.
Specialising in securitisation and structured finance transactions, Clifford Chance acts for major Spanish banks in early commissioning programmes and euro MTN programmes. In addition, the firm has expertise in covered bond issuances and advises on syndicated bond issues, as well as US and European private placements. The team is co-led by debt and equity capital markets expert Yolanda Azanza; José Manuel Cuenca, who is known for securitisation, structured finance, derivatives and financial regulation; Eduardo García, who specialises in securitisation and structured finance; Antonio Henríquez, who focuses on international debt and equity offerings; and counsel María Luisa Alonso, who has experience in regulatory matters and high yield financings. Also notable in the team is senior associate Jesús Quesada. Carlos Pérez Dávila left to join Pérez-Llorca in 2019.
Yolanda Azanza; José Manuel Cuenca; Eduardo García; Antonio Henríquez; María Luisa Alonso
‘They are always available for quick catch ups’
‘Engaged with client issues’
Bank of America-Merrill Lynch
HSBC Bank plc
- Advised Abanca Corporación Bancaria on the issue of €250m perpetual non-cumulative additional tier 1 preferred securities.
- Advised Mapfre on the issue of €500m fixed/floating rate reset callable subordinated notes due 2048.
- Advised Deutsche Bank on the issue of €1bn 0.500% covered bonds due 11 March 2024.
Cuatrecasas is experienced in the issuance and placement of a range of debt, warrants, certificates, preferred shares and bonds. The firm provides advice on MTN programmes and on over-the-counter (OTC) instruments. The practice also has expertise in securitisation and complex structuring transactions, including the issuance of notes admitted to trading in the Spanish Alternative Fixed-Income Market (MARF). Íñigo Rubio co-leads the practice with Héctor Bros, who advises international banks and large funds in corporate and cross-border acquisition financing, debt restructuring and distressed debt transactions. Notable in the team are Rafael Mínguez, who is experienced in national and international transactions, and Jaime de la Torre, who specialises in securitisation.
Íñigo Rubio; Héctor Bros
El Corte Inglés
AI Candelaria (Spain)
Meliá Hotels International
Caixabank Titulización, S.G.F.T.
Santander De Titulización, S.G.F.T.
Unión De Créditos Inmobiliarios
- Advising Banco Santander on its sixth and seventh international bond issues, worth €1bn and $1.05bn respectively.
- Advising El Corte Inglés on a senior bond issue and on its renewal for €690m, in the framework of refinancing the corporate debt.
- Advising AI Candelaria on the issue of a senior guaranteed bond, admitted to trading on the Singapore Exchange.
J&A Garrigues SLP covers a range of debt capital markets work, advising large companies and credit institutions along with medium-sized first-time Spanish issuers. The firm is active in international euro market debt issuances as well as securitisation markets. The practice is co-led by Mónica Martín de Vidales and Álvaro López-Jorrín. They can call on the expertise of Gonzálo García-Fuertes, who has expertise in the issuance of fixed and variable-income securities, equity, tender offers and asset securitisation. A highlight for the team was advising BBVA in matters of Spanish law relating to the issue and sale of Spanish non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities.
Mónica Martín de Vidales; Álvaro López-Jorrín
‘I have been working with them for more than 20 years, and the search for excellence is one of their pillars’
‘Compared to other firms, they seek to reach an agreement as to the fundamental point of the legal strategy’
‘The legal structure seeks to be clear and easy to apply in the future, trying to foresee all possible situations’
‘Naiara Bueno is exceptional. Not only because of her legal knowledge, but also because of her ability to understand the characteristics of our company’s business’
‘The advice is excellent’
‘They are efficient in deadlines, availability, resolution of questions’
‘They are very agile, up to date, they have a broad knowledge and experience in the treatment and assessment of different matters’
‘Their performance is excellent. Another strength is their anticipation. They also work proactively’
DBRS Ratings Limited
- Acted as legal counsel of the rating agency DBRS revising all the legal documents and legal opinions in three securitisations since May 2018.
- Acted as Spanish legal counsel in relation to Deutsche Bank’s issuance of mortgage covered bonds.
- Acted as advisers on Empresa Naviera Elcano’s bond issuance for trading on the MARF.
Acting for Spanish and international banks as well as Ibex 35 corporates, Linklaters advises on a range of notes issues and high yield bonds. The firm has experience in innovative transactions, notably hybrid instruments and regulatory capital, liability management, debt and equity. Expert in capital markets and banking law Iñigo Berricano co-leads the practice with Federico Briano, who is an English law partner and specialises in international capital markets, and Jorge Alegre, who focuses on banking and capital markets transactions. Also recommended is counsel Juan María Lamo, who has experience in various capital markets transactions, including IPOs, rights issues and debt.
Íñigo Berrícano; Federico Briano; Jorge Alegre
‘Linklaters has a strong and competent team in this area’
‘Full availability and commitment’
‘Understanding of my business’
Bank of America Merrill Lynch
- Advising JP Morgan Securities as sole global co-ordinator and sole bookrunner on the issue by Almirall of €250bn 0.25% senior unsecured conditionally convertible bonds due 2021.
- Advising Sacyr on its issue of €175m 3.75% senior convertible notes due 2024.
- Advising the BBVA bookrunners on the issue by BBVA of €1bn of perpetual non-cumulative contingent convertible additional tier 1 preferred securities.
Uría Menéndez is experienced in the issuance of debt securities, including issuances of state-of-the-art hybrid securities by financial institutions, as well as issuances in the context of acquisition finance. The firm provides a debt capital markets practice with expertise in the spectrum of products, notably equity-linked bonds, structured and project bonds, and regulatory capital instruments. Rafael Sebastián leads the practice and specialises in capital markets, M&A and corporate restructuring. His team includes Javier Redonet, who is known for company, finance and securities law, and counsel Carolina Albuerne, who focuses on company, securities and banking law.
Ence Energía y Celulosa
NH Hotel Group
Citigroup Global Markets
- Advising Telefónica Emisiones on the issuance of $1.25bn of fixed-rate senior notes due 2049 and unconditionally and irrevocably guaranteed by Telefónica under its SEC-registered fixed-income issue programme.
- Advising Banco Santander on the issuance of $1.5bn in non-step-up non-cumulative contingent convertible perpetual preferred tier 1 securities.
- Advised on the issuance by Iberdrola Finance of €800m of undated deeply subordinated reset-rate guaranteed securities, guaranteed on a subordinated basis by Iberdrola, admitted to trading on the Euro MTF of Luxembourg.
CMS Albiñana y Suárez de Lezo acts for clients in the areas of structured finance and securitisation, including debt capital markets, derivatives and compliance. The firm is particularly focused on innovation at a geopolitical, regulatory and technological level. César Albiñana leads the practice and has expertise in capital markets and banking law. His team was boosted by the arrivals of Ignacio Zarzalejos, who joined from Uría Menéndez in 2019 and specialises in M&A, as well as corporate and securities market law; counsel Ignacio Ramos, who has experience in advising on financial instruments and risk management and joined from Clifford Chance in 2018; and senior associate Andrea Salgueiro, who joined from the private sector in 2019 and advises on capital markets transactions, structured financing and derivative instruments.
‘Ignacio Ramos is always up to date and aware of legal developments. He participates in international meetings and knows the market very well’
Edmond de Rothschild Group
Ahorro Corporación Financiera
- Advised Banco Santander and Ahorro Corporación Financiera on Grupo Ortiz’s tender offer and on its bond issuance on the MARF.
- Advised Banco Santander, Edmond de Rothschild Group and Westbourne Capital on the private placing of a €43m bond issued by Ence Energía and admitted to trading on the Frankfurt Stock Exchange.
Gómez-Acebo & Pombo advises issuers, underwriters, placement banks and investment services firms in a range of transactions. The firm is experienced domestically and internationally in matters including investment grade international debt offerings, high yield and US private placements. Guillermo Guerra focuses on capital markets, corporate governance and M&A matters. He co-leads the practice with London-based Ferran Foix, who is dual qualified in New York and Spain and assists with cross-border issues, particularly finance and credit work. Also notable in the team are Ángel Varela, who is known for project finance, asset financing, leasing and syndicated finance; senior associate Íñigo Hernáez, who has experience in bond issuances and programmes; and Augusto Piñel, who joined from KPMG Abogados in 2018 and has expertise in IPOs on the main and alternative stock exchanges, securitisations and structured finance.
Guillermo Guerra ; Ferran Foix
‘Hands-on approach by senior lawyers’
‘Ferran Foix-Miralles is a good communicator, energetic, commercially oriented’
‘Excellent service, response times, assistance, availability and high-level technical knowledge’
‘Guillermo Guerra stands out’
Deutsche Bank Trust Company Americas (Ger/ US)
Goldman Sachs (US)
Morgan Stanley (US)
Banco Sabadell (Esp)
Banco Santander (Esp)
Haya Titulización (Esp)
ZAMBAL Spain Socimi (Esp)
Sampol Ingenieria y Obras, S.A
- Advised the syndicate of lenders in relation to the €3.4bn restructuring and refinancing of the senior old money debt held by the Abengoa Group.
- Advised Banco Santander on the incorporation of a securitisation fund named Pymes Santander 14 and issuance of securitisation funds.
- Advised Smurfit Kappa on the refinancing of senior notes issued in January 2017.
Acting for multinationals, global venture capital companies and large financial institutions, Latham & Watkins LLP is experienced in a range of transactions, including IPOs, bond issuances and tender offers. The firm also has expertise in special situations and distressed investments transactions. Ignacio Gómez-Sancha leads the practice and advised Hyatt Hotels Corporation on the potential acquisition of all the shares of Spain-based hotel company NH Hotel Group, listed in the Madrid Stock Exchange.
- Advised KKR on the public takeover bid over the shares of Telepizza Group.
- Advised Enagás on its partnership with Blackstone Infrastructure Partners and GIC for the acquisition of a stake in Tallgrass Energy, an oil and natural gas pipeline company listed on the New York Stock Exchange.
- Advised Nextil in the capital increase subscribed last December.
Pérez-Llorca has particular experience in takeover bids, IPOs, public M&A and corporate governance of listed companies. The firm also assists listed companies subject to strict regulations on their M&A transactions, as well as advising on debt capital market transactions involving bond issuances and other type of debt products. Expert in capital markets and corporate law Julio Lujambio leads the team and advises national and international clients on public and private M&A transactions, private equity deals and corporate governance. The practice was strengthened by the 2019 arrival from Clifford Chance of Carlos Pérez Dávila, who advises financial institutions, funds, corporations and multinational companies, with a particular focus on debt capital markets transactions.
Grupo Inversor Hesperia
Deoleo (CVC Group)
- Advised L1R Invest1 Holdings on the voluntary public takeover bid launched over 100% of the shares of DIA, (a capital increase for up to €600m, and a refinancing and restructuring of its syndicated facilities.
- Advised Grupo Inversor Hesperia in the context of the hostile takeover bid launched by Bangkok-based Minor International Public Company over 100% of the share capital of NH Hotel Group.
- Advised Blackstone on all Spanish legal aspects regarding the transactions leading to Blackstone’s acquisition of around 99% of Testa Residencial Socimi.
The ‘experts in capital markets’ at Ramón y Cajal Abogados cover the spread of transactions and related advisory work, including debt and equity offerings and securitisations, as well as day-to-day advice to listed companies and regulated entities. The firm has expertise in right and share offerings, bond offerings and listings on the Spanish equity MTF, as well as maintaining strong institutional relationships within the securities industry. The practice is co-led by managing partner Francisco Palá Laguna; Carlos Lao, who represents issuers and financial institutions in matters relating to capital markets and financing transactions; and Andrés Mas, who has expertise in IPOs, equity and debt offerings.
Francisco Palá Laguna; Carlos Lao; Andrés Mas
‘Unlike other firms in Spain, Ramon y Cajal has a really specialized capital markets team that just focuses on this type of transaction’
‘The capital markets team not only has a superb expertise in the domestic capital markets but also a sound knowledge of the international element of cross-border capital markets transactions, mostly due to the international background of Carlos Lao’
‘Partner involvement in the matters is definitely a hallmark of the firm’
‘Carlos Lao has mastery of all aspects of capital markets transactions. He enjoys a deep knowledge of the Spanish regulators’ idiosyncrasies, which allows him to anticipate and manage them efficiently. He is also is very reliable and provides timely and commercially sensible advice’
‘Experts in capital markets’
Borges Agricultural & Industrial Nuts
Unión Financiera Asturiana
- Advised the issuer on the Spanish law aspects in connection with the drafting and registration in the official registries of the National Securities Market Commission (CNMV) of a commercial paper base prospectus for a maximum outstanding nominal amount of €40m.
- Acted as Spanish legal adviser to Colonial in connection with the increase of the maximum amount of its ECP programme from €300m to €500m, registered with Euronext Dublin.
- Advised Inmobiliaria Colonial on the Spanish law aspects in relation to the partial early redemption amounting to €375m of €750m in aggregate of notes due on June 2019.
Specialising in cross-border matters, White & Case LLP 'combines dedication with experience', primarily acting for global, regional and domestic financial institutions and corporations. Practice head Juan Manuel de Remedios is dual-qualified in the US and Spain and focuses on global capital markets. His team includes the 'quick and savvy' Yoko Takagi, who has particular strength in debt and high yield offerings for a global client base. The practice represented BNP Paribas, HSBC, JP Morgan and UniCredit in connection with the issuance of €275m 6.50% senior notes, due 2023, by Nordex.
Juan Manuel de Remedios
‘Proximity to the client and quick understanding of the business together with experience in similar cases’
‘White & Case has a unique close relationship to its clients, being able to fully understand clients’ needs and offer a broad advisory service with full availability and commitment to the company’
‘Holistic advisory, easygoing and friendly treatment, always helpful and looking forward to help’
‘Try to make you fully understand the rationale behind their advice and set out all different alternatives’
‘White & Case in Madrid has a very experienced team in all aspects of debt capital markets’
‘Yoko Takagi provides responses to highly complex matters, usually with a multi-jurisdictional angle’
‘Yoko Takagi provides very confident advice in every aspect of the transaction, and often provides innovative solutions to complex questions. She is the right person to go to in moments of difficulties, very smart and a great communicator’
- Represented JP Morgan as dealer in connection with the drawdown of €92m of Banque Fédérative du Crédit Mutuel.
- Represented Sacyr in the renewal of its €250m commercial paper programme.
Ashurst LLP is known for its expertise in complex issuances of structured notes, drafting programmes and derivatives transactions, as well as local and cross-border securitisation transactions. In addition, the firm is experienced in Spanish REITs, real estate investment vehicles and their listing in Spain. Regulation expert Manuel López leads the practice and specialises in infrastructure-related issuances and REITs.
BONY Security Trustee
MBIA Insurance Corporation
- Advising ACPI, an Irish domiciled fund, on a loan note issuance and subscription agreement in connection to the financing of Stoneweg for the acquisition of plots of land for the construction of two skyscrapers in Madrid.
- Advising UBS Europe on the audit review undertaken by the Spanish Financial Markets Authority (CNMV) on the implementation of the EU MiFID II and PRIIPS regulations in Spain.
- Advising Amundi on the structure and corporate governance requirements as a result of MiFID II implementation.
Baker McKenzie has experience in representing issuers, managers and financial entities in bond issuances on the main and alternative investment markets. Practice head Enrique Carretero focuses on capital markets, IPOs, takeovers and public M&A. His team advised a wholly owned subsidiary of Minor International Public Company on the acquisition of a 38.2% stake in the Spanish listed company NH Hotel Group.
Minor International Public Company Limited
Técnica Universal Solar
- Adviced on the acquisition by a wholly owned subsidiary of Minor International Public Company of a 38.2% stake in the Spanish listed company NH Hotel Group, and in the subsequent launching of a public takeover bid for the entire share capital of the Spanish entity.
- Advised the board of directors of Telepizza Group, a Spanish listed company, on the public takeover bid launched by a subsidiary of KKR over the entire capital of Telepizza.
- Advised on the renewal of ACS’ negotiable ECP programme registered with Banque de France with Crédit Agricole CIB as arranger.
Multi-jurisdictional expertise is at the core of DLA Piper’s practice, notably global transactions. Within the field the firm has experience in a range of debt, equity, derivatives, investment management, securitisation and regulatory matters. Iñigo Gómez-Jordana leads the team and specialises in corporate finance and transactions, particularly cross-border M&A and public takeovers.
‘It is a team formed by great professionals’
‘Always willing and friendly in the deal’
‘They have a long history and experience, which makes working with them very easy’
‘Operations always come out on time and in shape’
EDP Renováveis, S.A.
Azora Gestión SGIIC, S.A.U.
Banco Santander, S.A.
Goldman Sachs & Co.
Clínica Baviera, S.A.
Altura Markets S.V., S.A.
Global Dominion Access, S.A.
Citigroup Global Markets Limited
- Advising Atlantia, as bidder, in connection with the authorised voluntary takeover bid launched for 100% of the shares of Abertis for around €16.3bn, and, subsequently, on the joint investment transaction in Abertis entered into between Atlantia, Hochtief and ACS.
- Advising EDP Renováveis (EDPR) on the intended acquisition by China Three Gorges (Europe) of a controlling position in the EDP Group through the takeover bids launched for the acquisition of the entire share capital of EDP and EDPR, both listed on the Euronext Lisbon regulated market.
- Advised Abertis Infraestructuras on the sale of an 89.68% stake of Hispasat, a Spain-based global satellite operator, to Red Electrica de España, a listed Spain-based company.
Freshfields Bruckhaus Deringer
Herbert Smith Freehills LLP
Herbert Smith Freehills LLP assists clients, including issuers and managers, in accessing debt capital markets financing. The team is co-led by Aberto Frasquet, who advises investment banks, private equity houses and corporations on a range of transactions; Gonzalo Martín de Nicolás, who is known for cross-border finance transactions; and Leopoldo González-Echenique, who focuses on derivatives and securitisation matters.
Aberto Frasquet; Gonzalo Martín de Nicolás; Leopoldo González-Echenique
Rubicon Infrastructure Advisors
Consorcio Transportista Occher
- Provided Spanish and English law advice to Banco Sabadell, acting as issuer, in relation to the issue of €750m 1.625% senior unsecured notes under the bank’s euro medium term note (EMTN) programme.
- Provided Spanish and English law advice to Banco Sabadell, acting as issuer, in relation to the issue of €500m 5.375% tier 2 subordinated notes under the bank’s EMTN programme.
- Advised Banco Santander on a €229m refinancing for Autopista de Guadalmedina in relation to the AP-46 Las Pedrizas Toll Road, which forms part of the highway connecting Madrid and Malaga.
Simmons & Simmons is known for its ‘flexibility and availability’, as well as its ability to ‘adapt to clients' needs’. The firm is active advising on derivatives and structured products, including IPOs, debt issues, repackaging and securitisation. The ‘always available and very smart’ Alfredo de Lorenzo leads the practice and provides expertise in programmes listed on international stock exchanges involving Spanish or foreigner dealers.
Alfredo de Lorenzo
‘Alfredo de Lorenzo and Ignacio Gonzalez both make a splendid team and are capable of sorting out and resolving the more entangled situations, always with good humour.’
‘They have a very good response time, with a deep knowledge of the industry, and they always give us the appropriate solution for each situation’
‘Alfredo de Lorenzo understands our ideas perfectly, giving creative solutions for each problem’
‘Alan Davies and Sean Bulmer have a deep knowledge in the industry and always provide a high-quality service’
Banco Bilbao Vizcaya Argentaria, S.A. (BBVA)
Abbey National Treasury Services plc
Banco Santander, S.A.
Andorra Banc Agricol Reig (Andbank)
Banco Sabadell, S.A.
Empresa Nacional de Residuos, S.A. (Enresa)
- Advised Banco Santander on the annual update of an ECP.
- Advised BBVA on the annual update of an EMTN.
- Advised Viesgo on the annual update of an EMTN programme.
Watson Farley & Williams LLP
Energy is one of Watson Farley & Williams LLP’s key sector specialisms, particularly renewables, and the firm is active advising on green bonds, which require specific approvals prior to issuance. The cross-border practice is particularly adept at innovative matters that involve domestic and international clients. Rodrigo Berasategui leads the team and has experience advising public and private developers, banks and multilateral institutions, as well as insurance and specialised funds. His primary areas of focus are renewable energy and infrastructure in Spain and Latin America.
- Advising Q-Energy on the private placement of €207m bonds to refinance a portfolio of photovoltaic assets.
- Advised Sonnedix on the refinancing of a photovoltaic plant portfolio through project bonds.
- Advised Banco Santander on the refinancing of photovoltaic plants through project bonds.