200+
Companies advised
Capittal
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Services / Sell-side - Company sale
Selling a company is only done well once.
We design and execute competitive sale processes for founders and boards in the Iberian mid-market. From initial diagnosis to closing, same team and same partner.
Direct answer
How is a company sold in Spain?
Selling a company in Spain is done through a competitive process structured in five phases: diagnosis and valuation, preparation of materials, approach to buyers, negotiation of offers and closing with due diligence and a sale and purchase agreement. The full process takes between 6 and 9 months in the mid-market. An M&A advisor coordinates buyers, protects confidentiality and compares offers by price, structure and warranties, not just headline amount.
The reference price is estimated by applying a multiple to normalised EBITDA, contrasted with comparable transactions. For solid family-owned companies the indicative median is around 5.5x EBITDA, with sector ranges from 2.6x to 7.8x. Net debt and working capital are then adjusted on that enterprise value to reach the share price.
- Average process duration
- 6-9 months
- Usual value range
- EUR 5M-EUR 50M enterprise value
- Indicative multiple
- 5.5x EBITDA median (2.6x-7.8x by sector)
- Fee model
- Monthly retainer + success fee at closing
- Confidentiality
- NDA and anonymous teaser before revealing identity
EUR 902M
Advised transaction value
98%
Historical success rate
5.5x
Indicative average multiple
Capittal has advised more than 200 companies, with over EUR 902M of advised value, a 98% historical success rate and an indicative average multiple of 5.5x EBITDA.
EUR 5M-EUR 50M
Usual Enterprise Value range
6-9 months
Average process duration
17
Years of mid-market experience
Phase 01 - Diagnosis
Value, timing and alternatives
Under NDA. In two or three meetings we estimate value range, natural buyer, risks and whether the market window can support a transaction.
Phase 02 - Preparation
Materials before talking to buyers
Vendor due diligence, EBITDA normalisation, anonymous teaser, information memorandum, data room and prioritised buyer list.
Phase 03 - Competitive process
Real alternatives without losing confidentiality
Approach to qualified buyers, Q&A management, NBOs, shortlist and due diligence with finalists. We create tension without exhausting the market.
Phase 04 - Negotiation and closing
The best offer is not always the highest
We compare price, structure, earn-out, warranties, financing, management continuity and probability of closing through signing.
Fees
Economic alignment from the beginning
We combine an adjusted monthly retainer with a success fee at closing. The structure is agreed before starting, with no surprises.
Preparation
What documentation is prepared before selling a company?
A sophisticated buyer discounts uncertainty. Our job is to reduce it before it appears in the form of price, warranties or conditions.
Anonymous teaser
Information memorandum
Financial model
Data room
Buyer list
Process letter
Valuation
What determines a company's sale price?
Here we explain which factors really influence price and what a buyer will review to pay more or discount risk.
Profitability and growth
EBITDA, margins, recurrence and earnings trend.
30%
Cash generation
Cash-flow quality, working capital, capex and predictability.
25%
Management team
Founder dependence and management depth.
15%
Competitive position
Differentiation, market share, barriers to entry and pricing power.
20%
Diversification
Customer, supplier, product and geography concentration.
10%
How long does it take to sell a company?
Between 6 and 9 months on average in the mid-market; complex processes can take up to 12 months.
What are the phases of a company sale process?
First, diagnosis: value range, natural buyer and risks. Second, preparation: vendor due diligence, EBITDA normalisation, teaser, information memorandum and data room. Third, competitive process: buyer approach, Q&A, non-binding offers (NBOs) and shortlist. Fourth, negotiation and closing: price, earn-out, warranties and sale and purchase agreement (SPA).
How much does an M&A advisor charge to sell a company?
The usual structure combines an adjusted monthly retainer and a success fee at closing. It is agreed before the mandate starts to align interests.
What company size does Capittal advise?
Transactions with a usual enterprise value between 5 and 50 million euros, in the Spanish mid-market.
How is confidentiality maintained when selling?
With confidentiality agreements, an anonymous profile (teaser) at first contact and progressive access to sensitive information only after signing the NDA.
Sell-side - Recent selection
Three recent transactions.
Company
Transaction
Sector
Year
Confidential - Industrial
Sale of 100% to a European industrial group with 4 binding offers
Industrial
2024
Confidential - Foodservice
Sale to a pan-European private equity fund with a 3-year earn-out
Consumer
2023
Confidential - B2B SaaS
Secondary sale to growth PE with founder reinvestment
SaaS
2023
FAQ
Questions before selling.
Short answers to the questions that most often arise before starting a sale process.
How long does a sale process take?
The average process takes 6 to 9 months. More complex processes can take up to 12, depending on the company, market conditions and the availability of qualified buyers.
How is a company valued before a sale?
The most common method in the mid-market is a multiple of normalised EBITDA, cross-checked with comparable transactions and discounted cash flows. For solid family-owned companies the indicative median is around 5.5x EBITDA, with ranges from 2.6x to 7.8x by sector. Net debt and working capital are adjusted on enterprise value to reach the equity price.
What taxes are paid when selling a company in Spain?
If an individual sells, the gain is taxed as savings income in Spanish personal income tax, at rates of up to 30%. If a holding company sells a stake of at least 5% held for more than one year, the participation exemption under Article 21 of the Spanish Corporate Income Tax Law can exempt 95% of the capital gain. Structuring the transaction before opening the process can materially change the net proceeds.
How much does it cost to sell a company with an M&A advisor?
The usual model combines an adjusted monthly retainer during the process and a success fee that is only charged if the transaction closes. The exact structure is agreed in writing before starting and depends on the size and complexity of the transaction.
How is confidentiality maintained?
We use NDAs, anonymous initial profiles and progressive information access only when the buyer shows serious interest and financial capacity.
What documentation do I need to prepare?
Financial statements for recent years, customer and contract information, organisation structure, key assets and relevant legal documentation.
Can I keep managing the company during the process?
Yes. In fact, it is key that the business continues performing. The advisor coordinates buyers, materials and negotiation to reduce distraction for the owner.
What happens to my employees?
Team continuity is usually relevant for the buyer. We analyse structures that protect company value and help retain key people.
When is the best time to sell a company?
When results are solid and growing, not when they decline. A buyer pays more for an upward trend; selling at peak results maximises the price.
What is an earn-out and when is it used?
An earn-out is a portion of the price conditional on the company meeting targets after the sale. It is used to bridge the price expectation gap between seller and buyer.
Is the best offer always the highest price?
No. Price, payment structure, earn-out, warranties, financing, team continuity and real probability of closing are all compared. A higher but uncertain offer can be worth less than a firm one.
Thinking about selling? Let's start with a conversation.
In 60 minutes we can give you an initial view on value, risks, natural buyers and whether the timing makes sense.
Request a confidential conversation