SPAIN Law and Practice Contributed by: Antonio Paredes, Carlos Saldaña, Manuel Martínez and Román Mejías, ZADAL
or secured structures), as listed groups often have alternative funding routes and additional disclosure considerations. 1.6 Recurring Revenue Deals and Late-Stage Lending Maturity of the Recurring Revenue Market Spain’s recurring-revenue financing market (typically venture debt, ARR-linked facilities and revenue-based financing) is growing, but it is still less mature than the mainstream mid-market direct lending space. It is most established in tech-enabled businesses with clear, trackable cash collection and predictable churn dynamics (SaaS and other subscription models), and in certain digital commerce models where lenders can underwrite against high-frequency revenue data. The broader backdrop is supportive: non-equity funding for Spanish tech has increased in recent years, which has helped normalise debt as a tool alongside equity. Activity of Private Credit Providers in Spain Private credit providers are very active in Spain and the market has continued to attract international plat - forms, with several global direct lenders establishing a local presence and competing for deals. Within that broader private credit ecosystem, recurring-revenue products are increasingly available, but they remain more specialised and smaller in volume, typically led by growth/venture debt teams and fintech originators rather than the traditional sponsor-led unitranche mar - ket. 1.7 Deal Sizes, Fund Sizes and Fundraising Typical Transaction Sizes in Spain Private credit in Spain is still very “mid-market” by European standards, with most deals clustered in smaller tickets and only occasional large underwrites. In practice, many local alternative debt funds focus on EUR5–10 million transactions, while sponsor-backed unitranche and club deals more commonly sit in the tens to low hundreds of millions (with larger tickets available but less frequent). As a reference point, mar - ket surveys also point to an average volume around EUR50 million for larger operations. Typical Fund Sizes Spain-dedicated or Iberian-focused private debt funds are often smaller (hundreds of millions to around EUR1
billion) compared to pan-European managers, where multi-billion “mega funds” and very large platforms have become common. This reflects both Spain’s deal-size profile and the advantage of scale for diver - sified deployment across Europe. Fundraising Challenges Fundraising remains achievable, but it has become more selective and more concentrated: established managers with long track records tend to raise fast - er, while first-time or smaller funds often face longer processes and stronger LP demands on reporting, portfolio transparency and governance. Even with solid global fundraising volumes, competition for allocations means many providers must differenti - ate through sector specialisation, local origination, or demonstrable downside performance. 1.8 Impending Regulation and Reform Regulatory Focus on Private Credit Spanish regulators are increasingly attentive to private credit mainly through the lens of non-bank financial intermediation (financial stability, transparency and investor protection), rather than by creating a Spain- specific “licensing regime” for corporate lenders. At the same time, lending to companies is generally not a regulated activity in Spain, so private credit provid - ers can typically lend to Spanish corporates without being a bank (subject, of course, to restrictions around deposit-taking and certain specific products). This means regulatory focus tends to concentrate on fund/ manager regulation, market conduct and systemic- risk monitoring, more than on day-to-day origination permissions. Pending Proposals and Regulation of Private Credit Funds The most material “pending” regulatory change is at EU level: AIFMD II introduces a harmonised framework for loan-originating AIFs/AIFMs, and it starts applying from 16 April 2026 (with member state transposition due by the same date, and certain reporting elements following later). In addition, ESMA has been develop - ing detailed technical standards for open-ended loan- originating funds, which are moving through the EU adoption process and are expected to align with that April 2026 timetable. In practice, this is the key near-
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