Best Acquisition / Leveraged Finance Lawyers in Puerto del Rosario

1. About Acquisition / Leveraged Finance Law in Puerto del Rosario, Spain

In Puerto del Rosario, Acquisition and Leveraged Finance deals follow national Spanish law. There is no separate Canary Islands regime for these transactions, so standard rules apply across the archipelago. Core frameworks include corporate law, contract law, security interests, and insolvency provisions.

Leveraged finance typically involves a combination of senior bank debt and additional layers such as mezzanine or sponsor equity to fund an acquisition. Lenders require due diligence, detailed financial projections, and strong security packages. Practitioners coordinate term sheets, facility agreements, and security documents to protect creditors while enabling business growth.

In practice you will work with a Spanish lawyer who oversees contract drafting, compliance checks, and risk allocation. For cross border deals, counsel often collaborates with counsel in other EU jurisdictions. Local steps usually include corporate registrations, notary acts, and registry filings that confirm changes in control or capital structure.

For residents of Puerto del Rosario, the key considerations are accurate due diligence, clear post closing covenants, and ensuring that any security interests are properly perfected. The courts in the Canary Islands handle corporate disputes in line with national rules, and filings with the Registro Mercantil Central are essential for changes in ownership or governance.

“Spain relies on a tightly regulated framework for acquisitions that balances creditor protections with business continuity.”

Key authorities provide formal guidelines and the official texts governing these matters. You can consult the national legislation on the official BOE site and supervisory guidance from financial authorities for further details.

Authoritative sources below offer the formal texts and regulatory context you may need when planning an Acquisition or Leveraged Finance transaction in Puerto del Rosario.

2. Why You May Need a Lawyer

• Structuring an LBO or acquisition financed with bank debt. A lawyer helps design the capital stack, align covenants with business plans, and negotiate intercreditor agreements with lenders in Spain and abroad.
• Negotiating term sheets, credit facilities, and security packages. An attorney drafts and negotiates promissory terms, guarantees, pledges on shares, and real estate mortgages to secure lenders while protecting your interests.
• Drafting and reviewing a Share Purchase Agreement (SPA) and related documents. Counsel ensures representations, warranties, indemnities, and closing conditions reflect your risk tolerance and compliance requirements.
• Ensuring regulatory compliance and disclosures for cross border deals. A lawyer coordinates with regulatory bodies and ensures disclosures meet CNMV or other applicable requirements when relevant.
• Handling due diligence and corporate reorganizations in the Canary Islands. Local counsel conducts due diligence on corporate structure, related party transactions, and permits necessary for closing.
• Managing insolvency or restructuring risk. If there is concern about financial distress, a lawyer can advise on pre insolvency agreements and potential exposure under Ley Concursal.

3. Local Laws Overview

The key statutory frameworks shaping Acquisition and Leveraged Finance in Puerto del Rosario include the following. The Canary Islands follow national Spanish law, with no separate regime for these transactional aspects beyond standard enforcement and registry practices.

• Real Decreto Legislativo 1/2010, de 2 de julio, por el que se aprueba el texto refundido de la Ley de Sociedades de Capital (LSC). This consolidated text governs corporate structure, capital changes, and governance in Spain. It remains the central reference for acquisitions, changes in control, and related protections. (Effective 2 July 2010; amended by subsequent laws.) See official texts on BOE for details.
• Código de Comercio (Commercial Code) governs commercial transactions, corporate acts, and obligations arising from business activity in Spain. It underpins representations, contracts, and commercial enforcement in acquisition finance scenarios. For the current consolidated provisions, consult BOE resources.
• Real Decreto Legislativo 1/2020, de 5 de mayo, por el que se aprueba el texto refundido de la Ley Concursal. This is the consolidated Insolvency Law, applicable to restructurings, reorganizations, and insolvency proceedings that may arise in leveraged transactions. (Effective from 2020, with ongoing updates.)

For formal texts, consult these official sources and authorities. The BOE site hosts the official texts, while the CNMV and Banco de España provide supervisory guidance for finance transactions and securities disclosures.

Authoritative sources you can consult for the legal texts and regulatory context include:

• Boletín Oficial del Estado (BOE) - official texts and consolidated laws
• CNMV - Comisión Nacional del Mercado de Valores
• Banco de España - financial regulation and supervision
• Registro Mercantil Central / Registradores de España
• Gobierno de Canarias - official regional guidance and business support

Recent changes and ongoing updates affect how acquisitions are structured and disclosed, particularly in relation to insolvency procedures and corporate governance. Always verify the exact text and latest amendments on official sites before finalizing agreements.

4. Frequently Asked Questions

What is acquisition finance and leveraged buyouts in Spain?

Acquisition finance funds an acquisition using debt plus equity. Leveraged buyouts rely on high debt levels secured by the target's assets and cash flows. Spanish law governs the structure, security, and enforcement of these arrangements.

How do term sheets influence Spanish leveraged finance deals?

Term sheets outline key terms, covenants, and economics. They guide negotiations, but are non binding in many parts. Final terms appear in the Facility Agreement and SPA.

What documents are needed for due diligence in Puerto del Rosario?

Common documents include financial statements, tax filings, contract lists, IP, permits, real property liens, and governance records. A local lawyer coordinates diligence and flag material issues.

Do I need a Spanish lawyer to close an LBO in the Canary Islands?

Yes. A Spanish lawyer ensures regulatory compliance, negotiates terms, and handles filings with the Registro Mercantil and notaries. Local knowledge helps with Canary Islands specifics.

How long does it typically take to negotiate and close an acquisition?

Depending on complexity, expect 6 to 14 weeks from initial term sheet to closing. Cross border deals can extend to 3-6 months with regulatory approvals.

What fees should I expect from a corporate finance attorney?

Fees vary by complexity and region, often with a mix of fixed fees for defined tasks and hourly rates for bespoke work. Ask for a written engagement letter and scope.

Can non-residents obtain financing for acquisitions in Canary Islands?

Yes, non-residents can obtain financing, but lenders may require local guarantors or collateral and comply with residency and tax rules. Local counsel can assist with cross border structures.

Should I seek pre insolvency advice under Ley Concursal?

Yes if you face liquidity challenges. Pre insolvency advice can help negotiate with creditors and structure possible rescue plans under the Ley Concursal.

What is the difference between senior debt and mezzanine financing in Spain?

Senior debt has priority in repayment and lower risk, while mezzanine financing sits behind senior debt and carries higher interest and options like warrants or equity conversion.

Is it required to register security interests in the Canary Islands?

Security interests typically must be perfected through registration or public filing. A lawyer coordinates this with the Registro Mercantil and other authorities to ensure enforceability.

How do regulatory disclosures with CNMV affect acquisitions?

Public acquisitions or those involving listed targets require transparent disclosures. Legal counsel ensures compliance with disclosure rules and market conduct standards.

Do I need to consider cross border tax implications in an LBO?

Yes. Cross border deals can trigger VAT, corporate tax, and transfer pricing considerations. A tax adviser and corporate lawyer should coordinate to optimize the structure.

5. Additional Resources

• - Official regulator of banking operations and credit facilities in Spain. Functions include supervising credit risk and monetary policy implications for leveraged finance. Banco de España.
• - Supervises securities markets, disclosure obligations for listed companies, and investment services. CNMV.
• - Maintains official records of companies, capital changes, and governance. Registradores de España.