Commended for its ‘deep knowledge and interdisciplinary skills‘, A&O Shearman continues to cement its place among the leading DCM players in Spain. A go-to destination for both underwriters and issuers, the practice provides Spanish and English law advice on the entire spectrum of DCM mandates, including standalone bonds, debt programmes, hybrid capital, derivatives and structured finance. Salvador Ruiz Bachs, ‘an exceptional, close and technical‘ partner who brings together expertise in regulatory and contractual issues involving a wide range of financial products, and English law-qualified Charles Poole-Warren, a name to note for sophisticated debt offerings in Iberia, are at the helm of the practice. On the securitisation front, the team is often instructed by originators, issuers, arrangers and collateral managers; Ignacio Ruiz-Cámara, whose areas of expertise include covered bonds, and counsel Alfonso Gutiérrez, who focuses on asset securitisation deals and debt issuance programmes, take the lead on this type of work. Cristina Pablo-Romero, a key contact for DCM, derivatives and fintech matters, and Alvaro Rojo, who regularly handles green bonds, hybrid instruments and commercial paper programmes, stand out at the senior associate level.
Capital markets: Debt in Spain
A&O Shearman
Responsables de la pratique:
Ignacio Ruiz-Cámara; Charles Poole-Warren; Salvador Ruiz Bachs
Autres avocats clés:
Alfonso Gutiérrez; Cristina Pablo-Romero; Álvaro Rojo
Les références
‘Salvador Ruiz Bachs is an excellent partner and has a team of committed and technical lawyers who are always available and respond quickly to the most complex issues.’
‘Salvador Ruiz Bachs is an exceptional, close, and technical lawyer.’
‘Solid knowledge and a reliable team, who are always willing to assist and anticipates clients’ needs.’
Principaux clients
Banco Santander
Nomura
Santander Consumer Finance
Goldman Sachs
Govern d’Andorra
European Investment Bank
Bankinter
Societé Générale
Fomento de Construcciones y Contratas, S.A.
PSA Financial Services Spain, E.F.C., S.A.
Principaux dossiers
- Acted as sole legal counsel in connection with the establishment of Ferrovial, S.A. Sustainability Target Euro-Commercial Paper Programme for the issuance of up to €1.5bn in aggregate principal amount of commercial paper notes.
- Acted as legal advisers to BBVA in connection with the issuance of its € 1bn AT1 convertible securities.
- Advised BNP Paribas and Banco Santander as Arrangers and Joint Lead Managers on the first green securitisation in Spain and one of the very few in the European Union.
Clifford Chance
Clifford Chance is home to ‘a top-level debt capital markets team in Spain‘, which excels in the entire spectrum of DCM matters, including secured and unsecured standalone bond issuances, hybrid securities, convertible and exchangeable bonds as well as EMTN and ECP programmes. With in-depth expertise in structured finance products and foreign securitisation vehicles, the practice is a popular choice for domestic originators, securitisation managing companies, investment managers and international arrangers engaged in complex, and oftentimes novel, securitisations. Eduardo García, who heads up the global financial markets practice, and José Manuel Cuenca are notably experienced in structured debt and securitisations. Antonio Henríquez often handles ECM and DCM matters, notably hybrid capital and convertible bond issues, while Jesús Quesada is noted for his expertise in structured finance and securitisations. Other noteworthy individuals include counsel Leonardo Fernández, ‘a trusted adviser‘ for structured finance deals, and senior associate Francisco Pizarro. Yolanda Azanza is no longer at the firm.
Responsables de la pratique:
Eduardo García
Autres avocats clés:
José Manuel Cuenca; Antonio Henriquez; Jesús Quesada; Leonardo Fernández; Francisco Pizarro
Les références
‘Quick response to unforeseen events, total availability, and human quality. Antonio Henriquez and Francisco Pizarro are recommended.’
‘The team is very knowledgeable and up to date with recent market developments. Their approach is client-based and they are able to adapt to specific needs of their clients. ’
‘Leonardo Fernández is an exceptional lawyer and a trusted adviser through all stages of the transaction. His communication with other transaction participants is exceptional. He understands the importance of getting the deal done.’
Principaux clients
Banco Santander
Banco Bilbao Vizcaya Argentaria
Caixabank
Citigroup
Credit Agricole CIB
HSCBC
Morgan Stanley
J.P. Morgan
Deutsche Bank
European Investment Bank
MedVida
Redeia
Enagás
ACS Group
Corporación Andina de Fomento
Kingdom of Spain
Blackstone
Nomura
Kroll Bond Rating Agency
Principaux dossiers
- Advised the Managers on English and Spanish law in connection with the issue by Redeia (Red Eléctrica Corporación, S.A.) of €500m 5.5 Year Non-Call Undated Deeply Subsordinated Reset Rate Securities.
- Advised Banco Santander on the incorporation of the synthetic Spanish €3bn securitisation fund “Fondo de Titulización Magdalena 6” and issuing Portfolio Credit Linked Notes for €223.5m.
- Advised J.P. Morgan as a hedge counterparty in connection with FC Barcelona’s €1.45bn financing relating to the redevelopment of the Espai Barca (and related financing transactions), structured by means of the incorporation of a Spanish private securitisation fund.
Cuatrecasas
Singled out for its experience in advising originators, management companies, joint-lead managers, arrangers and rating agencies on securitisations, Cuatrecasas‘ finance group has been particularly active in deals involving green, receivables, non-performing loans (NPLs) and warehouse securitisations. Additionally, the group fields a team of seasoned capital markets practitioners who assist with a combination of commercial paper programmes, high-yield bonds and corporate issuances, including green and sustainability-linked transactions. Jaime De La Torre is recommended for securitisation and structured finance mandates, while Miguel Cruz is highlighted for his experience in high-yield matters, commercial paper programmes, and notes issuances; both practitioners are based in Madrid. Ana Mª Gamazo is a key name in the Barcelona office for ordinary and convertible bonds issues.
Responsables de la pratique:
Íñigo Rubio; Beatriz Causapé
Autres avocats clés:
Jaime de la Torre; Miguel Cruz; Ana Mª Gamazo
Principaux clients
Banco Santander
Tilden Park
Elecnor
El Corte Inglés
Urbas
DBRS Ratings
Unión De Créditos Inmobiliarios
RCIBanque
Santander De Titulización, S.G.F.T.
Bnp Paribas
Principaux dossiers
- Advising Unión De Créditos Inmobiliarios (UCI) on the first green public securitisation in Spain under ICMA’s Green Bond Principles.
- Advising Banco Santander on securitisation “LANTANA” (Clavel Residential 2 DAC) involving a portfolio of mortgage-backed reperforming loans.
- Advising the arrangers and joint bookrunners on the negotiation of the agreements and security package in relation to Tendam’s issuance of €300m senior secured flowing rate notes due 2028 and a sustainability-linked facilities agreement.
Garrigues
Financial institutions and issuers regularly seek Garrigues‘ assistance with complex and innovative debt offerings, ranging from EMTN programmes to high-yield bonds, hybrid products, commercial paper and securitisations, the latter of which is a key strength for the practice. Recent highlights have seen the team advise on the issuance of Spain’s first listed blockchain bond and on the first securitisation of solar panels financing in the country. With over two decades of experience in the capital markets space, Gonzálo García-Fuertes excels in high-yield transactions, securitisations and debt issuances. José Luis Palao, a name to note for both corporate and financial institutions, has a wealth of experience in DCM and ECM deals in Spain. Marta López-Brea specialises in securitisation transactions, while Li Jun Chen Lin is skilled in the public and private placement of standalone bonds and commercial paper, and advises on securitisation deals and debt issuance programmes.
Responsables de la pratique:
Mónica Martín de Vidales; Álvaro López-Jorrín
Autres avocats clés:
Gonzalo García-Fuertes; José Luis Palao; Marta López-Brea; Li Jun Chen Lin
Principaux clients
Sacyr
Inter-American Development Bank
Urbaser
Pamesa
BBVA
Santander
Deutsche Bank
Grupo Antolín
Cirsa
La Sirena
Linklaters
Rated for its ‘knowledge, flexibility, and diligence‘, Linklaters enjoys a strong reputation in the Spanish market for its frequent involvement in consequential DCM deals, ranging from standalone bond issues to MTN programmes, regulatory capital instruments, convertible bonds, high yield matters and securitisations. With the ability to advise on Spanish, English and US law issues, the Madrid-based team is recurrently engaged by seasoned issuers and financial institutions. Jorge Alegre, who oversees the capital markets group, has recently advised on the issuance of sustainable notes, hybrid bonds, and regulatory capital instruments. English law-qualified partner Federico Briano specialises in securities law and capital markets products (both debt and equity). Pablo Medina brings together experience in equity offerings, debt issues, hybrid instruments, and M&A deals with a capital markets component. These are all key areas of activity for Juan María Lamo, who stands out for his strong track record in securitisations. Former co-head Iñigo Berricano is no longer at the firm.
Responsables de la pratique:
Jorge Alegre; Federico Briano; Pablo Medina
Autres avocats clés:
Juan María Lamo
Les références
‘Complete practice with quality advice and excellent resources.’
‘Juan María Lamo, Federico Briano, and Jorge Alegre are technically and commercially excellent.’
‘They work with knowledge, flexibility, and diligence.’
Principaux clients
Banco Santander
Banco Sabadell
CaixaBank
Naturgy
Cellnex Telecom
Ecoener
SAREB
Red Eléctrica Corporación, S.A.
Tendam
Volkswagen
Casavo
Ardian
Barclays
Uría Menéndez
With ‘in-depth knowledge of all branches of law that are key to providing advice to companies listed on the continuous market‘, Uría Menéndez houses a seasoned capital markets team, which is recognised for its strong credentials in all types of DCM work. Covering hybrid securities, regulatory capital instruments, structured and project bonds, the group regularly acts for blue-chip corporate clients and financial institutions in high-value and innovative transactions. Department head Rafael Sebastián maintains a broad practice which encompasses capital markets, structured finance, M&A and corporate restructuring. Singled out for her banking regulatory expertise, Carolina Albuerne often advises on deals involving hybrid debt, which is a key area of focus for Javier Redonet. The ‘technical and commercial‘ Enrique Nieto assists issuers and investors in both ECM and DCM transactions.
Responsables de la pratique:
Rafael Sebastián
Autres avocats clés:
Carolina Albuerne; Javier Redonet; Enrique Nieto
Les références
‘Uría Menéndez has in-depth knowledge of all branches of law that are key to providing advice to companies listed on the continuous market, since they master both securities and commercial law. All team members are available to address our problems and concerns, and they are very effective in doing so. They have specific knowledge of other areas beyond the securities market, which makes them very agile to resolve specific queries from other areas of law in an efficient and practical manner and, when necessary, they get involved in matters as if they were internal to the company.’
‘Uría is at the forefront of the innovations that are being introduced in the legal sector. They are also working on the automation of certain processes that seek to provide the services we demand more efficiently. On the other hand, I know that Uría very actively promotes, from the highest levels, the diversity of its members through initiatives promoted from the firm.’
‘The treatment of all team members is very pleasant, natural and fluid. They all take their tasks and responsibilities very seriously and make them their own. In addition, they convey a lot of security and confidence. They not only stand out for their legal knowledge, but also for their business and financial knowledge. They make an effort to know our company and the dynamics of the sector, and this is something that is reflected in an outstanding way when providing their services.’
Principaux clients
Banco Santander
Iberdrola
Telefónica
Abanca
UCI
Indra Sistemas
Lar España Real Estate
OK Mobility Group
Holaluz
Société Générale
JB Capital Markets
Principaux dossiers
- Advised Banco Santander on its issuance of $3.5bn senior non-preferred fixed rate notes under the F3 programme registered with the US Securities Exchange Commission and listed in the New York Stock Exchange.
- Assisted Abanca in its new issuance of €250m additional tier 1 instrument listed in AIAF and concurrent buyback of its existing €250m AT1.
- Advised Société Générale and JB Capital Markets as joint bookrunners of Promotora de Informaciones, S.A.’s pre-emptive issuance of €130m subordinated notes mandatorily convertible into newly issued ordinary shares by way of a rights offering to Prisa’s shareholders and listed in AIAF.
Gómez-Acebo & Pombo
The capital markets team at Gómez-Acebo & Pombo is well-placed to act for lead arrangers, underwriters and major issuers in a wide array of DCM transactions, most notably high-yield bonds, private placements and investment grade debt offerings. The firm, which continues to play a key role in securitisation deals in Spain, has been particularly active advising on debt offerings in the domestic market. Corporate governance specialist Guillermo Guerra has extensive experience in ECM and DCM matters, including sustainability-linked products and commercial note programmes. Ferran Foix, who heads up the firm’s London office, is proficient in complex bond restructurings and notes issuance programmes.
Responsables de la pratique:
Guillermo Guerra; Ferran Foix
Autres avocats clés:
Augusto Piñel; Santiago Gómez-Acebo; Fernando Herrero; Álvaro Sáinz
Principaux clients
Atrys Health
Prisa
Solaer
FCC
Oryzon Genomics
Facephi Biometría
MásMóvil
Naturgy
Ibercaja
Deutsche Bank Aktiengesellschaft
Laurion Alternative Deposits, Laurion Am
J.P. Morgan Asset Management
Pepper Spanish Servicing
PGIM/Pricoa Private Capital (Prudential Group)
Técnicas Reunidas
EBN Banco De Negocios
Grupo Sampol Ingeniería
Principaux dossiers
- Advising the underwriters of high-yield bonds issued by Grifols, S.A. for an amount of €1.675bn.
- Advised Pescanova on the incorporation of a sustainable promissory note programme on the Spanish Alternative Fixed Income Market (MARF).
- Advised A&G Banco as an issuer on the admission to MARF of a commercial paper program.
Pérez-Llorca
Pérez-Llorca is often called upon by an array of financial institutions and issuers looking for guidance in complex, high-value debt capital markets matters. The team’s broad service offering encompasses domestic debt issuance programmes, standalone bond issues, and high-level securitisation deals, such as STS and SRT prime securitisations. Widely recommended by clients and peers alike, practice head Carlos Pérez Dávila ‘is extremely experienced in the securitisation and structured credit sectors‘. The group was recently reinforced by the addition of Yolanda Azanza, a senior figure in the Spanish capital markets space, from Clifford Chance in July 2023; she brings over 25 years’ experience in acting for issuers and placement banks in bond issuances, commercial paper programmes and regulatory capital instruments, among other mandates. Counsel Gabriel Salarich, who also joined from Clifford Chance in early 2023, boasts a strong background in high-yield deals and in the establishment of debt programmes and securitisation funds.
Responsables de la pratique:
Carlos Pérez Dávila
Autres avocats clés:
Yolanda Azanza; Gabriel Salarich; Santiago Bertola
Les références
‘Carlos Pérez Dávila is very well-connected and extremely experienced in the securitisation and structured credit sectors.’
‘Carlos Pérez and his team already had a strong practice, the new additions consolidate it as a top-level team.’
‘Carlos Perez, Yolanda Azanza, and Gabriel Salarich always provide close, technical, and practical treatment.’
Principaux clients
CarVal
Balbec
Deutsche Bank
Banco Santander / Santander Consumer Finance
Fútbol Club Barcelona
Deva Capital
Mediterráneo Vida de Seguros y Reaseguros (MedVida)
Capital Energy
JZ International
Volotea
Natixis
Principaux dossiers
- Advised Santander Consumer Finance (SCF) on the €707m securitisation of Spanish auto loans granted by SCF (Project Sol).
- Advised Fútbol Club Barcelona on the securitisation of its future revenues associated with its stadium (Camp Nou).
- Advised Tikehau Capital on the growth financing granted to the Amazon brand aggregator Your Amazing Brand Amplifier (YABA) through a subscription agreement of guaranteed and secured floating notes.
Ramón y Cajal Abogados
The well-rounded capital markets group at Ramón y Cajal Abogados is the trusted adviser to numerous Spanish issuers as well as major and medium-sized banks acting as underwriters in debt offerings and securitisations. The team maintains strong institutional relationships with listing and regulatory authorities, and is adept at assisting with EMTN and other debt issuance programmes, as well as regulatory issues in this space. Carlos Lao has notable strength in cross-border transactions, with a special emphasis on the US and European markets; high-yield notes, green bonds, commercial paper notes and securitisation are all key areas of expertise for the practice co-head. Fellow co-leader Lucía García Clavería handles both DCM and ECM matters.
Responsables de la pratique:
Carlos Lao; Lucía García Clavería
Les références
‘An excellent team, which exceeds what is normally expected from an external firm, taking ownership of the project and the success of the transactions.’
‘We felt fully supported from a holistic point of view in the deal; this went beyond the purely legal part.’
Principaux clients
Inmobiliaria Colonial
Bankinter
Grenergy
Repsol
Canadian Solar
Grupo Amper
Montepino
Principaux dossiers
- Advised Colonial on the Spanish law aspects of its €5bn dual EMTN programme registered with the Central Bank of Ireland.
- Acted as Spanish legal counsel to Canadian Solar as guarantor and its wholly-own Spanish subsidiary as issuer in connection with the renewal of its €100m green note programme to be registered in the MARF.
- Assisted Bankinter as sole arranger in connection with the €100m medium term green note programme of Grenergy filed in the MARF.
Simmons & Simmons
Offering ‘an excellent combination of experience, quality, and proximity to the client’, Simmons & Simmons is frequently engaged by lead managers, underwriters, bookrunners and sponsors in complex, cross-border DCM transactions. Recommended for its ‘high degree of specialisation in bond issuances by corporates and in management of EMTN programmes‘, the firm is a reference for derivatives and structured products, including securitisations, repackagings, and standalone bond issues. Leading the practice is Alfredo de Lorenzo, a dual qualified lawyer (Spain and England) who is turned to by issuers, arrangers and institutional investors in a wide range of matters, such as ECP and EMTN programmes, bond issues, securitisations, and the acquisition and disposal of secured and unsecured NPL portfolios. Key support is offered by managing associate Borja Carpintero, who focuses on structured finance and derivatives, and often participates in DCM deals with links to other countries in Europe and South America.
Responsables de la pratique:
Alfredo de Lorenzo
Autres avocats clés:
Borja Carpintero
Les références
‘Simmons & Simmons offers an excellent combination of experience, quality, and proximity to the client.’
‘Alfredo de Lorenzo is a magnificent professional, and is always willing to collaborate and respond to questions that arise. Particularly noticeable is his willingness to keep clients up to date with any developments.’
‘High degree of specialisation in bond issuances by corporates and in management of EMTN programmes, with a multijurisdictional presence.’
Principaux clients
Banco Santander
Banco Bilbao Vizcaya Argentaria
Banco de Sabadell
Citigroup
Banca March
Cooperatieve Rabobank
National Bank of Canada
Principaux dossiers
- Advised Banco Santander on the issue of €1bn structured notes backed by a funded risk participation agreement for a total amount of more than €16bn and $800m.
- Assisted BBVA in a synthetic securitisation of €100m secured credit risk sharing securities referencing a € 2bn loan portfolio.
- Advised Banco Santander on the securitisation of an English law junior facility agreement for a principal amount of $150m.
Ashurst LLP
Led by derivatives and structured products expert Irian Saleta Martínez, the ‘well-trained‘ capital markets team at Ashurst LLP provides advice on the gamut of transactional, advisory, and regulatory derivatives matters. With an increasing focus on the ESG and green sectors, the team is often retained by large Spanish banks in relation to the implementation of trading platforms for regulated emissions allowances and voluntary carbon credits. In addition, the firm is one of the first ports of call for advice on Spanish-governed master agreements for financial transactions (CMOF), and is also well placed to assist with deal-contingent swaps, synthetic power-purchase agreements and equity derivatives.
Responsables de la pratique:
Irian Saleta Martínez
Autres avocats clés:
Manuela Sanz; Ignacio Piñeiro
Les références
‘Ashurst is a reference firm for us in the capital markets sector. Its advice is very good.’
‘Irian Saleta Martínez cares about thoroughly understanding the clients’ needs to give the best possible advice.’
‘They are dedicated to every proposal or matter that we send them, organising a work team dedicated to it and fully available to work for us. The level of advice is very good and they make good use of the resources they have in other offices worldwide.’
Principaux clients
Banco Santander
CaixaBank
BBVA
Engie
Solarpack
Adidas
Sacyr
Siemprelara
BNP Paribas
NatWest
Intesa Sanpaolo
Credit Suisse
Sonnedix
Société Générale
DIF
Infra Invest
Iridium
Goldman Sachs
Instituto de Crédito Oficial (ICO)
Unicaja
Fotowatio Renewable Ventures (FRV)
Baker McKenzie
Debt issuances and commercial paper programmes feature heavily on Baker McKenzie‘s debt capital markets workload, which is further populated by refinancings. Instructions come from a broad roster of issuers, managers, and financial entities who seek advice on domestic and cross-border debt offerings. Fernando Torrente, who is now leading the Madrid-based capital markets and M&A groups, joined from A&O Shearman in July 2023. Focused on M&A, ECM and DCM deals, Carlos Martín is another name to note for domestic and cross-border capital markets transactions.
Responsables de la pratique:
Fernando Torrente
Autres avocats clés:
Carlos Martín
Principaux clients
Adient Ltd.
Alquiber Quality, S.A.
Sixth Street Partners, LLC
Secuoya Grupo de Comunicación, S.A.
Principaux dossiers
- Advised Adient and its Spanish subsidiaries on the issuance of $500m in senior secured notes and $500m in aggregate principal amount of senior unsecured notes to redeem in part its existing senior unsecured notes due in 2024 and to prepay a portion of the loans outstanding under its existing term loan credit facility.
- Acting as Spanish and Luxembourg legal counsel to the investors (noteholders) in connection with the refinancing of shareholder loans for an aggregate amount of €520m made by Sixth Street to a joint venture entity (owned by Fútbol Club Barcelona and an investment vehicle of Sixth Street) for the acquisition of a 25% ownership interest in the audiovisual rights of FCB relating to its participation in LaLiga, by means of a US private placement of debt securities for an amount of €305m.
- Advised Alquiber Quality on the renewal of its commercial paper programme in the Spanish Alternative Fixed-Income Market (MARF) with a maximum outstanding balance of €30m.
Dentons
Lauded for its ‘extensive experience in acting for corporate issuers in both MTN and MARF programmes’, Dentons is also skilled at assisting financial institutions and investment banks in domestic and cross-border debt offerings. Spearheaded by capital markets specialist Ignacio Corujo, the team is well equipped to handle a variety of DCM matters, including but not limited to convertible bonds, commercial paper programmes and project bonds. Luis Belart, a key contact for international financing deals, is often retained by issuers and underwriters in DCM mandates.
Responsables de la pratique:
Ignacio Corujo
Autres avocats clés:
Luis Belart; Ignacio Fernández
Les références
‘I would highlight the level of service, very fluid communication, effective response time, and the personal involvement of the most senior lawyers, providing support whenever necessary. In addition, the solutions to problems are usually appropriate and provided in a timely manner.’
‘After working with other firms, the added value that Dentons provides is based on the proximity and involvement of the partner in each of the transactions.’
‘Extensive experience in acting for corporate issuers in both MTN and MARF programmes.’
Principaux clients
Cajamar Cajar Rural, Sociedad Cooperativa de Crédito
Ministry of Economy and Finance of the Republic of Ecuador
Banca March, S.A.
Sacyr S.A.
HSBC
Banco Santander, BBVA, EBN, CAIXABANK and PICHINCHA
ING Bank
Impress
Quid Pro Quo Alquiler Seguro Socimi, S.A. (QPQ)
ING Belgium SA/NV
PGIM Inc
Principaux dossiers
- Advised the Ministry of Economy and Finance of the Republic of Ecuador in the largest debt-for-nature swap transaction to date.
- Advised Cajamar on the issuance of €750m covered public bonds listed on the Spanish Regulated Market (AIAF Mercado de Renta Fija).
- Advised Banca March S.A., in its capacity as Sole Lead Arranger, on the renewal of the €550m Commercial Paper Programme of Sacyr S.A. registered with the Spanish Alternative Fixed Income Market (MARF).