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Capittal Research
M&A, valuation and corporate tax insights.
Practical guides, sector analysis and criteria for preparing company acquisitions, sales and valuations.
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Capittal opina
My company lives on public sector contracts and holds contractor classification: do I lose the contracts or the classification if I sell it, and how will the buyer value it?
If you sell the shares, the company remains the contractor and keeps its classification. What drives the price is the quality and timing of the contract portfolio.

Capittal opina
Part of my company's revenue is undeclared: will the buyer take it into account in the valuation, what risk am I taking on, and how do I regularise it before selling?
What is not declared is not valued, and it is also a liability the buyer will discount. Regularising early usually protects the price.

Capittal opina
I am a franchisee or exclusive distributor of a brand: do I need its permission to sell my company, and can it veto the buyer or take over the deal?
You will almost always need the brand's approval, and sometimes it will have the right to take the deal itself. It all depends on the contract: read it before looking for a buyer.

Capittal opina
My company has never had its accounts audited: should I audit them before selling, and does that change the price or the timing of the deal?
Spanish law does not require an audit to sell, but audited accounts or a vendor due diligence reduce the buyer's risk discount and post-diligence price cuts.

Capittal opina
My company is loss-making and at risk of insolvency: can I still sell it, what is a pre-pack and how much do I lose compared with a normal sale?
You can sell a company facing insolvency in Spain, but timing rules everything: the earlier you act, the more options and value you keep. We explain the pre-pack and the alternatives.

Capittal opina
I received grants with a commitment to keep the business or jobs: does selling my company force me to repay them, and how does it affect the price?
Selling shares does not by itself trigger repayment of public grants, but selling assets or a buyer breaching the commitments can. How buyers price the risk.

Capittal opina
I inherited (or was gifted) the family business a few years ago and now I want to sell: do I lose the 95% inheritance tax relief, how much would I have to pay back, and should I wait?
Selling before the holding period ends usually costs you the 95% relief plus late-payment interest. How to work it out and what the alternatives are before you sign.

Capittal opina
Capittal's view: do my personal expenses in the company cut the price?
An owner's personal expenses inside the company do not cut the price by themselves: being unable to document them does. An identified, evidenced private cost is added back to EBITDA as a normalisation adjustment, while a cost you cannot explain stays inside EBITDA and is multiplied by the multiple against you.

Capittal opina
Capittal's view: from headline price to bank account, what do I actually take home?
The headline price is not the money that reaches your account. Between the two sit net financial debt, the working capital adjustment, escrow, adviser fees and taxes.

Capittal opina
Capittal's view: the buyer wants me to finance part of the price
A vendor loan is common in the Spanish mid-market, but it turns the seller into the worst-paid and worst-secured creditor in their own sale. It is only acceptable with enforceable security, a market rate of interest, limits on subordination and acceleration events you can actually trigger.

Capittal opina
Capittal's view: how the price is split between shareholders
The price in a company sale is not split by shareholding percentage but by what each shareholder contributes to getting the deal closed. What decides the split is not fairness between partners: it is the shareholders' agreement you signed years earlier, and specifically whether it contains a drag-along clause.
