Vol 23 (2026) - Issue 2

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Spain: An Attractive Regime for Distressed M&A

Synopsis
Over the past few years, Spain has quietly become an attractive jurisdiction in Europe for acquiring businesses in distressed situations. This shift is largely driven by a series of legal reforms that have significantly accelerated execution timelines and increased transactional certainty.
Today, three efficient pathways enable investors to acquire business units or obtain control of the debtor company at speed. The first is the pre-pack, which allows the sale to be prepared prior to the insolvency filing under the supervision of an independent court-appointed expert. The second is the post-filing fast-track sale, which activates a tightly compressed competitive process immediately after the insolvency declaration, when a binding offer is submitted together with the petition for insolvency. The third mechanism is a court-approved restructuring plan that allows for two measures relevant in this context: the transfer of a business unit with limited assumption of liabilities, and the reallocation of equity control through non consensual debt-to-equity conversions.
These mechanisms have created a genuinely investor-friendly environment for distressed M&A in Spain.
Recent judicial decisions – most notably the Celsa, Room Mate, Abengoa and Rator cases – underscore the Spanish courts’ willingness to approve solutions that preserve business continuity, protect employment and deliver execution certainty, while still safeguarding the rights of secured creditors and employees.