Capital markets: Equity in Spain

Garrigues

Garrigues is active in direct listings and has experience in IPOs and listed REITs, covering a range of regulatory and transactional work related to equity capital markets. The practice advises on increases of capital, accelerated bookbuilding offers, listing in alternative markets and public tender offers. The firm also stands out for its innovation programmes, including Garrgues Agiliza, a project utilising technological tools, robots and automation processes, employing robotic process automation (RPA) and AI, in order to improve service quality standards and response times for clients. Mónica Martín de Vidales and Àlvaro López-Jorrín co-lead the team, which includes capital markets and financial services expert Fernando Vives and Gonzálo García-Fuertes, who is known for participating in major IPOs.

Practice head(s):

Mónica Martin de Vidales; Álvaro López-Jorrin

Other key lawyers:

Fernando Vives; Gonzalo García-Fuertes; José Luis Palao Iturzaeta

Key clients

Europastry

Nextil

Dia

Merlin

Audax

Enagas

Fluidra

Blackstone

Bankinter

Imagina

Work highlights

  • Advised Audax Renovables and Audax Energía in the direct listing of the latter company after its reverse merger, to avoid a delisting.
  • Advised Merlin Properties on its listing in Euronext Lisbon, being the first dual listing of a Spanish company in this sector, and the first new listing of a company in Portugal in six years.
  • Advised Bankinter and Línea Directa on the spin off of its participated insurance company Línea Directa Aseguradora, which will become an independent, publicly traded insurer.

Linklaters

The ‘best international law firm in the field’, Linklaters has experience advising on significant IPOs, as well as on large rights issues. The firm is also noted for its expertise in liability management, hybrid instruments, regulatory capital, project bonds and securitisations. The ‘very cohesive team is aware of the client's needs and concerns and always available to answer questions’. It is jointly led by Jorge Alegre, who is active in equity and debt matters; expert in capital markets and banking law Iñigo Berricano; and English law partner Federico Briano. Another key name in the area is counsel Juan María Lamo, who has experience in a range of capital markets transactions, including IPOs, rights issues, debt matters and convertible bonds.

Practice head(s):

Jorge Alegre; Íñigo Berrícano; Federico Briano

Other key lawyers:

Juan María Lamo; Pablo Medina

Testimonials

‘Best international law firm in the field, capable of advising on all aspects of the operation without the need to rely on another local / international law firm.’

‘Knowledge, availability, quality and understanding of operations. Special mention to Jorge Alegre and Juan María Lamo. ’

‘It is a very cohesive team, very close to the client, aware of the client’s needs and concerns, and always available to answer questions and offer assistance at any time.’

‘Jorge Alegre is a very close partner, always available for any doubt or matter, always aware of what concerns us most internally and the points on which we usually emphasize, anticipating any potential contingency.’

Key clients

CVC

Banco Santander

Credit Suisse

Barclays

Bank of America Merrill Lynch

Société Générale

Morgan Stanley

Barclays

Abengoa

Citi

UBS

Sacyr

Work highlights

  • Advising the managers on the IPO of Balboa Ventures; in November 2020 the company decided to postpone the IPO due to the situation of the market until a better situation arises.
  • Advising Ibercaja on its potential IPO.
  • Advising Morgan Stanley as global co-ordinator in connection with the capital increase carried out by Promotora de Informaciones through the issue of 150,243,297 new ordinary shares.

Uría Menéndez

The ‘excellent team’ at Uría Menéndez is highlighted for having ‘lots of sector experience and availability to answer questions in a way that is commercial and user friendly’. The firm has advised the issuer or underwriters in many of the IPOs completed in the Spanish market since 2006, including the two largest IPOs in Spain’s history. Its broad experience covers IPOs, follow-on offerings, rights issues, accelerated bookbuilt offerings, equity-linked instruments and public M&A. Luis de Carlos focuses on capital markets and advises on corporate governance, M&A, banking and corporate law matters. He co-leads the team with Javier Redonet, who specialises in company, finance and securities law, and also advises on debt capital markets transactions. Another key name in the group is Gabriel Núñez, who acts as legal counsel in public offerings and IPOs, takeovers, project finance deals and M&As involving listed and unlisted companies.

Practice head(s):

Luis de Carlos; Javier Redonet

Other key lawyers:

Gabriel Núñez; Manuel Echenique; Alfonso Ventoso; Marta Ríos; Enrique Nieto

Testimonials

‘Javier Redonet and Manuel Echenique are very helpful and knowledgeable.’

‘Special mention to Alfonso Ventoso – technically excellent, with great commercial focus, very strong relationships with corporates and banks alike. He has vast experience within the capital markets arena, is extremely resourceful.’

‘Excellent team.’

Lots of sector experience and availability to answer questions in a way that is commercial and user friendly.

Key clients

Cellnex Telecom, S.A.

Providence Equity Partners

Grupo Finaccess

Millenium Hotels Real Estate I SOCIMI, S.A.

Holaluz-Clidom S.A.

Árima Real Estate Socimi

Morgan Stanley

GIC

Work highlights

  • Advised Cellnex Telecom on the share capital increase of €4bn, with preferential subscription rights for shareholders, through the issuance of approximately 101.38 million new shares.
  • Advised Providence Equity Partners LLP and Onchena, S.L., Key Wolf, S.L., Inveready on the voluntary tender offer launched by Lorca Telecom over the shares representing 100% of the share capital of Masmovil.
  • Advised GIC on the full non-proportional spin-off of ConnecT, a vehicle controlled by Edizione (55%) and with ADIA and GIC each holding 22.5% of the share capital.

Allen & Overy

Allen & Overy's experience covers a range of capital markets work, including takeovers, IPOs, listings, securities, rights issues, private placements and secondary offerings. The firm also advises listed companies and their directors on corporate governance issues. Practice head Fernando Torrente specialises in advising corporate clients, investment banks and private equity funds in M&A and equity capital markets, including IPOs, primary and secondary equity offerings.

Practice head(s):

Fernando Torrente

Other key lawyers:

Teresa Mendez

Key clients

Mediapro

Goldman Sachs

Cepsa

Banco Santander

Indra

Bybrook

Work highlights

  • Advised Mediapro on the sale of 3.11% of Atresmedia’s share capital via an accelerated bookbuild offering.
  • Advised Goldman Sachs, as sole global co-ordinator, on an accelerated bookbuild offering of new shares by Enagás.
  • Advised Citigroup, JB Capital, Mirabaud, BBVA, ING and Kempen (as managers) on the first accelerated bookbuilt offering of new shares by Árima Real Estate SOCIMI.

Clifford Chance

Advising across the spectrum of equity and equity-linked capital markets products, Clifford Chance has experience in public offerings, rights issues, convertible bonds, private placements, regulatory capital and corporate hybrids. Clients include financial institutions and corporates, and the team also has expertise in SOCIMIs. The firm also utilises a range of innovative tools, notably Kira, a document analysis tool; and CC Dr@ft, an automated document assembly system. The team is led by debt and equity capital markets expert Yolanda Azanza; José Manuel Cuenca, who specialises in securitisation, derivatives, structured finance and debt capital markets; Eduardo García, who advises on structured debt and lending; Javier García de Enterría, who focuses on equity capital markets; and head of the Madrid-based English law capital markets team Antonio Henríquez.

Practice head(s):

Yolanda Azanza; José Manuel Cuenca; Eduardo García; Javier García de Enterría; Antonio Henríquez

Other key lawyers:

Francisco Pizarro

Key clients

ACS/Cobra Instalaciones y Servicios

Qatar Airways Group Q.C.S.C.

Ivanhoé Cambridge

Work highlights

  • Advised Qatar Airways Group on the exercise of its pre-emptive rights in the International Consolidated Airlines Group rights issue.
  • Advised Ivanhoé Cambridge on an equity investment of €60m in Árima Real Estate SOCIMI.
  • Advised the ACS Group on the IPO of its photovoltaic business, which was finally aborted.

Cuatrecasas

Providing global advice on all types of equity capital market transactions, Cuatrecasas has expertise in IPOs and the Spanish Alternative Stock Market, particularly in matters related to new SOCIMIs. Juan Aguayo leads the team and specialises in IPOs, securities offerings and issuances, public M&A and takeover bids, as well as structural changes to listed companies. José Luis Rodríguez, Gerard Correig and Ignacio Escrivá de Romaní are also active members of the practice.

Practice head(s):

Juan Aguayo

Other key lawyers:

José Luis Rodríguez; Gerard Correig; Ignacio Escrivá de Romaní

Key clients

General Alquiler de Maquinaria (GAM)

Halekulani

Vivenio Residencial Socimi

Quabit Inmobiliaria

Corpfin Capital

Kaneka Corporation

Equities First Holdings

Barcino Property Socimi

Tyrus Capital

Catalana Occidente

Work highlights

  • Advising General Alquiler de Maquinaria (GAM) and Halekulani on its corporate and financing restructuring, including the acquisition by Halekulani of 54.56% of GAM shares; and a subsequent compulsory takeover bid approved by the Spanish securities market supervisor (CNMV) for GAM shares.
  • Advising Vivenio Residencial Socimi on a cash capital increase by issuing new shares, and the admission of the shares to trading on the Spanish Alternative Equity Market (MAB).
  • Advising ArcelorMittal on listing its shares on the Alternative Fixed-Income Market.

Gómez-Acebo & Pombo

The ‘dedicated, experienced and highly specialised’ equity capital markets practice at Gómez-Acebo & Pombo focuses on SOCIMIs and biotech companies, notably in IPOs, rights offering and listings. The firm is also involved in public takeovers of Spanish and Portuguese listed companies. Guillermo Guerra is active in IPOs, capital increases and takeover bids, with an emphasis on IBEX-35 listed company issues. He co-leads the team with Ferran Foix, who is dual qualified in New York and Spain and well regarded for cross-border work, often representing foreign clients in Spanish matters. Another key name in the area is Santiago Gómez-Acebo, who specialises in structured finance, project finance and capital market transactions, particularly derivatives matters. The team was further strengthened by the 2020 arrivals of counsels Amelia Buergo and Constantino Pérez Salgado.

Practice head(s):

Guillermo Guerra; Ferran Foix

Other key lawyers:

Santiago Gómez-Acebo; Augusto Piñel; Ángel Varela; Fernando Igartua

Testimonials

‘Team with dedication, experience and highly specialized knowledge.’

‘Guillermo Guerra is a partner with solid knowledge and experience.’

Key clients

Deutsche Bank Trust Company Americas

Goldman Sachs

Morgan Stanley

Banco Bilbao Vizcaya Argentaria – BBVA

Banco Sabadell

Banco Santander

Haya Titulización

Bank of America Merrill Lynch

Oryzon

FCC

MásMóvil

Naturgy

Ibercaja

Work highlights

  • Advised CaixaBank, JB Capital Markets, and Andbank España, the global co-ordinating entities, in the framework of the IPO of Greenergy Renovables.
  • Acted as sole legal advisor to Fomento de Construcciones y Contratas (FCC) in relation to its first scrip dividend through a share capital increase and the offer of the acquisition of free allocation rights at a guaranteed price.
  • Advised Kaneka Europe Holding Company (Kaneka) in relation to the voluntary public tender offer to acquire all the shares of AB-Biotics, which shares are listed on the Spanish Multilateral Trading Facility (Mercado Alternativo Bursatil).

Latham & Watkins LLP

With 'high specialisation and a wide range of legal-financial knowledge', Latham & Watkins LLP has broad expertise in the domestic and international markets. The team’s expertise includes IPOs, bond issuances, tender offers, special situations and distressed investments. Ignacio Gómez-Sancha is a 'professional with exceptional human quality'. He leads the capital markets group and represents corporates, private equity firms and financial institutions in complex and innovative transactions in debt and equity. Another key name in the team is associate Rafael Martínez-Echevarría, whose work covers IPOs, takeovers, venture capital transactions, M&A, special situations and distressed investments.

Practice head(s):

Ignacio Gómez-Sancha

Other key lawyers:

Rafael Martínez-Echevarría

Testimonials

‘A cohesive team with a lot of experience.’

‘Its managing partner, Ignacio Gómez Sancha, is a professional, and with an exceptional human quality. He leads a highly qualified team.’

‘Our fundamental contact at the Board level has been with Managing Partner Ignacio Gómez Sancha. He has coordinated his team and has always presented the relevant reports in an impeccable and timely manner. His knowledge of the company and the process has been key to anticipating issues and being able to think about them calmly and correctly.’

‘Ignacio Gómez Sancha: his combination of legal knowledge and familiarity with our business have made him a unique asset for our company in an always complicated process.’

‘Extraordinary capacity to react in all circumstances with outstanding speed and solvency. Ignacio Gómez-Sancha.’

High specialisation and a wide range of legal-financial knowledge.’

Key clients

Bolsas y Mercados Españoles (BME)

Enagás

KKR

The Carlyle Group

Work highlights

  • Advised the board of directors of BME on the all-cash voluntary friendly tender offer by SIX Group for 100% of the share capital of BME.
  • Advised on the mandatory public offering launched over 100% of Bodegas Bilbaínas’ shares, a very well-known winery located in La Rioja, part of the Grupo Codorníu.
  • Advising J.P. Morgan Securities in relation to a repurchase of convertible bonds and shares capital increase in MásMovil, a Spanish listed company.

Pérez-Llorca

The equity capital markets practice at Pérez-Llorca stands out for its cross-border expertise in stock market listings, takeover bids and regulations for listed companies. Julio Lujambio specialises in capital markets and corporate law, advising national and international clients on a range of equity transactions, including IPOs, admissions to trading on the Spanish stock exchanges and the Spanish Alternative Market, block trades and corporate governance. He leads the team and is supported by experienced capital markets experts Javier Gómez and Pedro Fernández.

Practice head(s):

Julio Lujambio

Other key lawyers:

Javier Gómez; Pedro Fernández

Key clients

DIA

ConnecT

Volotea

Europac / DS Smith

Comfica

El Corte Inglés

Financiera El Corte Inglés

Intermoney Titulización

Banco Santander

Santander Consumer Finance

Barclays

Work highlights

  • Advised DIA on a €605m rights issue and the preparation and execution of a €56m capital reduction immediately before the execution of the rights issue through compensation of losses.
  • Advised Volotea on the issuance of commercial papers on the Spanish Alternative Fixed-Income Market (MARF).
  • Advised Europac on the issuance of commercial papers on the Spanish Alternative Fixed-Income Market for a maximum outstanding balance of €300m.

Ramón y Cajal Abogados

The four-partner practice at Ramón y Cajal Abogados runs the gamut of capital markets transactions from equity and debt offerings on regulated and non-regulated markets, to securitisations and advice to listed companies and regulated entities. The firm has particular expertise in matters related to the real estate, energy and finance sectors. Francisco Palá Laguna co-leads the team with Andrés Mas, who advises on national and cross-border transactions related to capital markets, including IPOs, equity and debt offerings and M&A transactions. Their team was boosted by the 2020 arrival from Cerberus Capital Management of Alfonso Cárcamo, who brings experience in the public sector as a government lawyer, as well as in the private sector.

Practice head(s):

Francisco Palá Laguna; Andrés Mas

Other key lawyers:

Alfonso Cárcamo

Key clients

Inmobiliaria Colonial, SOCIMI, S.A.

Bankinter, S.A.

Grenergy Renovables, S.A.

Liberbank, S.A.

Repsol, S.A.

Banco de Sabadell, S.A.

Atlantica Yield plc

Borges Agricultural & Industrial Nuts, S.A.

Atom Hoteles, SOCIMI, S.A.

Amper, S.A.

Capital Energy, S.A.

Abanca Corporación Bancaria, S.A.

Talgo, S.A.

Work highlights

  • Legal advisors to Grenergy Renovables in connection with the delisting of all its shares from the Spanish multilateral trading facility for equity securities (MAB) and their simultaneous listing on the Spanish Stock Exchanges for an approximate amount of €390m.
  • Advised Atom Hoteles, SOCIMI in connection with a share capital increase by means of monetary contributions with recognition of the pre-emptive subscription right for an effective amount of €80m which was instrumented through a public offering.
  • Advised Talgo on the reduction of its share capital through the redemption of shares representing 7% of the share capital in the context of a share buy-back programme for a maximum total amount of €100m.

White & Case LLP

Combining an ‘ability to solve problems in an efficient way’ with ‘clarity in its answers’, White & Case LLP is well versed in a range of capital markets matters. The firm is known for its cross-border capabilities, and is also noted for its particular expertise in energy and infrastructure-related work. Dual qualified in Spain and New York, Juan Manuel de Remedios leads the team and advises leading financial institutions and corporate entities domestically and internationally. Also active in the area is Yoko Takagi, who focuses on capital markets, with notable strength in high yield offerings.

Practice head(s):

Juan Manuel de Remedios

Other key lawyers:

Yoko Takagi

Testimonials

‘Know-how of which are the important aspects of a capital market transaction that could result in bottlenecks. Ability to solve problems in an efficient way. Availability of the team.’

‘Availability of partners. Clarity in their answers. Ability to solve problems efficiently. Quickness / commitment to work with very tight deadlines or timelines. ’

Key clients

Findentiis Equities

Jefferies International Limited

Work highlights

  • Represented Fidentiis Equities as placement agent on DIA’s rights issue on the Spanish Stock Exchange.
  • Represented Jefferies International Limited, placement agents, in Oryzon’s private placement of ordinary shares pursuant to a capital increase of 7,273,000 new common shares at €2.75 per share.

Baker McKenzie

Representing issuers, managers and financial entities, Baker McKenzie specialises in complex domestic and cross-border equity and debt offerings. Enrique Carretero leads the practice and focuses on IPOs, takeovers and public M&A, representing private and listed companies. A key name in his team is senior associate Carlos Martín, who advises on a range of national and international capital markets transactions.

Practice head(s):

Enrique Carretero

Other key lawyers:

Carlos Martín

Testimonials

‘It stands out for being decisive and offering solutions to problems.’

‘Carlos Martín is the Senior Associate responsible for matters. His main qualities are responsibility, availability, anticipation of customer needs and the ability to solve problems.’

‘The main difference with respect to competitors is the full assumption of responsibility and execution of the projects, without the need to be prompting them.’

Key clients

Bankia

ACS

Barclays

JB Capital Markets

Euskaltel

Cajamar

Grupo Corporativo Landon, S.L.

All Iron RE SOCIMI, S.A.

Work highlights

  • Advised Bankia on the update of its €10bn EMTN programme registered with Euronext Dublin.
  • Provided advice to Goldman Sachs, Natixis and Societe Generale, the underwriters, on the IPO of Zero-E, a subsidiary of ACS (finally aborted).
  • Provided advice to Barclays and the rest of the dealers on the update of Bankia’s €5bn euro commercial paper programme registered with Euronext Dublin.

DLA Piper

The capital markets team at DLA Piper is supported by the firm’s global network and advises on a range of multi-jurisdictional matters. The practice has expertise in debt, equity, derivatives, investment management, securitisation and regulatory matters. Counsels Jesús Palencia and Nerea Cemlyn-Jones are also active members of the team. Iñigo Gomez-Jordana left to start his own firm in 2021.

Other key lawyers:

Jesús Palencia; Nerea Cemlyn-Jones

Key clients

Iberdrola, S.A.

Atlantia, S.p.A.

Europac, S.A.

EDP Renováveis, S.A.

Azora Gestión SGIIC, S.A.U.

Banco Santander, S.A.

Natixis, S.A.

Repsol, S.A.

Goldman Sachs & Co.

Abengoa, S.A.

Clínica Baviera, S.A.

Société Générale

Altura Markets S.V., S.A.

Global Dominion Access, S.A.

Citigroup Global Markets Limited

Work highlights

  • Advising Iberdrola in a friendly takeover bid for the securities representing 100% of the share capital the Australian renewables company Infigen Energy Limited.
  • Advising Banco Santander on the subscription and placement agreement of covered bonds entered by and between Banco Santander, as issuer, and several joint bookrunners and co-lead managers.
  • Advising Elliott Capital Advisors, L.P. as significant selling shareholder of shares representing a 12.79% stake in the share capital of the Spanish listed company Parques Reunidos Servicios Centrales.

Herbert Smith Freehills LLP

Specialising in cross-border initial public offerings and listings, Herbert Smith Freehills LLP provides multi-jurisdictional experience in a range of matters, including equity-linked and hybrid securities. The firm has a particular focus on the energy, financial services, infrastructure and mining sectors. Armando García-Mendoza is known for his expertise in cross-border finance transactions, where he acts for banks, alternative lenders, private equity sponsors and major corporates. He co-leads the practice with Leopoldo González-Echenique, who handles a variety of regulatory and compliance matters.

Practice head(s):

Armando García-Mendoza; Leopoldo González-Echenique

Other key lawyers:

Óscar Cabezuela; Pilar García

Key clients

Pepper Spain

Aventicum Capital Management

Cygnus Capital Partners

Caixabank

Work highlights

  • Advised Banco Sabadell as mandated lead arranger on the issuance of project bonds in an aggregate amount of approx. €38m floating rate senior secured bonds due 2040 by Anage Renovables.

Bird & Bird

The Bird & Bird capital markets team has experience in a range of transactions, including IPOs, secondary fundraising, acquisitions and restructurings. The firm advises companies, financial advisors and investment banks. Lourdes Ayala leads the practice and focuses on M&A, private equity and venture capital. She advises institutional and industrial clients on domestic and cross-border transactions.

Practice head(s):

Lourdes Ayala

KPMG Abogados, Spain

KPMG Abogados, Spain has strength in IPOs in Spain, as well as a range of cross-border capital markets issues. Areas of expertise for the practice include listings, issuances, public share offers and public offers for subscription. Francisco Uría Fernández leads the team and is an expert in banking regulatory and capital markets issues.

Practice head(s):

Francisco Uría Fernández

Other key lawyers:

Maitane de la Peña Perea; Andrea Zubiaga Fernández

Key clients

ADL BIONATUR SOLUTIONS, S.A.

REPSOL, S.A.

BLACK TORO CAPITAL

ONTIER

The broad experience of ONTIER covers listings and delistings, regulatory advice and a range of other capital market transactions. The firm acts for national and international corporations, financial institutions and banks across a variety of sectors, including infrastructure, construction and technology. Bernardo Gutiérrez de la Roza focuses on debt and equity instruments, IPOs, rights issues, block trades, liability management and related matters. He co-leads the team with corporate and capital markets specialist Ramón Ruiz de la Torre Esporrín.

Practice head(s):

Bernardo Gutiérrez de la Roza; Ramón Ruiz de la Torre Esporrín

Key clients

Urbar Ingenieros, S.A.

Netex Knowledge And Learning, S.A.

FCC

Inversora Carso S.A. de C.V.

Work highlights

  • Advising multiple clients on capital markets regulatory matters.