SPAIN Law and Practice Contributed by: Antonio Paredes, Carlos Saldaña, Manuel Martínez and Román Mejías, ZADAL
2.4 Compliance and Reporting Requirements Fund-Based Private Credit (AIFs/AIFMs) Where private credit is provided through an AIF/AIFM platform, the main compliance perimeter is CNMV- supervised AIFMD. In practice this combines (i) regu - latory reporting to the regulator (commonly via the AIFMD Annex IV template) and (ii) ongoing investor transparency through periodic information and an annual report, supported by governance on valua - tion, risk and conflicts. Typical workstreams include: Annex IV filings, investor reporting/annual accounts, and (for many managers) EU sustainability disclosures at entity/product level. Cross-Cutting Controls (AML/CTF and Sanctions) Separately, private credit providers generally operate with robust AML/CTF and sanctions controls, driven by law and market expectations. This usually means risk-based KYC, beneficial ownership verification, ongoing monitoring and documented internal con - trols. Where applicable, suspicious activity must be reported to SEPBLAC without delay, with appropriate record-keeping and compliance oversight. Near-Term Evolution (AIFMD II) From April 2026, AIFMD II is expected to raise the compliance “baseline” for private credit funds by introducing a more harmonised EU framework for loan origination (including stronger policy and govern - ance expectations and related supervisory focus). For Spain, this is likely to be felt mainly through CNMV- supervised fund structures rather than through a new standalone “lending licence” for ordinary corporate lending. 2.5 Club Lending and Antitrust Club Lending: Key Concerns Club lending is widely used in Spain and is not inher - ently problematic, but it can raise competition law risk if competing lenders co-ordinate beyond what is nec - essary for a single financing. The main sensitivities are information exchange (especially around pricing mod - els, pipeline, or future conduct), pre-selection discus - sions that reduce genuine competition, and “stand - ardisation” of terms that is not driven by deal needs. In practice, clubs mitigate this by keeping a controlled process (lead/agent channel), limiting shared informa -
tion to what is strictly transaction-specific, and docu - menting clear confidentiality and purpose limitations. Antitrust Focus on Private Credit Spanish antitrust enforcement is not currently “private credit-specific”, but the CNMC applies normal com - petition standards to financial services and is attentive to how lending markets function, particularly where market structure or co-ordination could harm com - petition. As private credit grows and clubs become more common, the practical expectation is increasing scrutiny of information exchange and co-ordination behaviours, rather than scrutiny of private credit as a product class. Providers therefore tend to treat club processes with the same compliance discipline used in syndicated lending. 3. Structuring and Documentation 3.1 Common Structures Common Structures in Spain Spanish private credit largely follows European prac - tice: senior secured direct lending is the core prod - uct, with unitranche (often club-style) widely used for sponsor acquisitions and refinancings. It is also com - mon to include super-senior working-capital/ancillary lines ahead of term debt under an intercreditor frame - work, and to add second lien/mezzanine or HoldCo/ PIK elements in more complex capital stacks. Revolving and Delayed Draw Facilities and Structuring Drivers Revolving and delayed draw features are available, though revolvers are often provided by banks on a super senior basis (frequently alongside hedging and cash management) while private credit typically provides the term loan; delayed draw tranches are frequently used for add-ons, capex and other post- closing needs. Over the last 12 months, structuring has been shaped by competition with bank/public markets (more flexibility in stronger credits) and a con - tinued emphasis on downside and enforcement readi - ness, while AIFMD II is pushing fund-based lenders toward more formal origination governance, indirectly influencing product design and documentation.
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