Blackstone prepares the IPO of HIP: 61 hotels and 700 million to continue growing

An IPO in Spain is a complex process that combines internal company work, CNMV supervision, and stock exchange (BME) requirements. There is no single "standard procedure" nor fixed deadlines in the law, beyond some milestones related to the prospectus, but in practice the process usually takes between 6 and 12 months.

1. Internal preparatory phase (6–12 months before)

• Decision and design of the operation: the board of directors agrees to study the IPO, defines whether it will be a capital increase, secondary offering by shareholders, or a mixed one, and the market (Continuous Market, BME Growth, etc.).
• Strengthening corporate governance: adaptation to the requirements of a listed company (Capital Companies Act and corporate governance regulations): a more independent board, committees (audit, appointments, and remuneration), remuneration policies, and information disclosure policies.
• Corporate and financial restructuring: group simplification, possible internal mergers, adaptation of share capital, review of shareholders' agreements and drag/tag along clauses, dividend policies.
• Selection of advisors:
  • Placement entity(ies) (investment banks) acting as global coordinators.
  • Issuer's legal advisor and often legal advisors for the placement entities.
  • Auditors (with audited accounts for at least the last 2–3 years) and financial/communication advisors.
• Due diligence: thorough legal, financial, and tax review to identify risks that must be reflected in the prospectus and, if applicable, corrected or mitigated before going to market.

2. Preparation and submission of the prospectus to the CNMV

The central document before the CNMV is the issuance and admission prospectus, regulated by Regulation (EU) 2017/1129 and the Securities Market Act and Investment Services Act.

• Content of the prospectus (at a very high level):
  • Detailed description of the business, risks, strategy, and main markets.
  • Audited historical financial information and, if applicable, pro forma.
  • Shareholding structure and corporate governance.
  • Characteristics of the offered shares and use of the funds raised.
• Registration document, securities note, and summary (or single prospectus, depending on the chosen format), plus other required documentation (current bylaws, corporate agreements, audit reports, etc.).
• Formal submission to the CNMV: the company and its advisors send the draft prospectus and supporting documentation for review. In parallel, the internal conduct regulations and insider information procedures are developed.

3. Review and authorization by the CNMV

• Formal and substantive review: the CNMV analyzes that the information is complete, coherent, and understandable for investors. There are usually several rounds of comments and adjustments to the prospectus.
• Timelines:
  • The Prospectus Regulation sets maximum deadlines (for example, around 10 business days for the first review when it is a new issuer, and less if it is a frequent issuer), but these can restart with each submission of additional information.
  • In practice, the exchange of comments can last several weeks until the prospectus is "closed."
• Authorization and registration of the prospectus: once requirements are met, the CNMV approves the prospectus and registers it in its official registry. From that moment it can be made public and the offering process can formally begin.

4. Placement and admission to trading

• Marketing process:
  • Pre-marketing and investor education: meetings with institutional investors to test interest and valuation ranges (not regulated with strict deadlines, but usually takes 1–2 weeks).
  • Roadshow and bookbuilding: once the prospectus is registered (or very advanced), the indicative price range is launched and the demand solicitation period opens, usually 3 to 7 business days.
• Price setting and allocation: once demand is closed, the issuer and banks set the final price and allocate shares to different tranches (institutional, retail, employees, etc.).
• Application and requirements for stock exchange admission:
  • In parallel with the CNMV, the company applies to the market governing body (BME) for admission to trading, proving minimum capitalization, free float, shareholder dispersion, etc.
  • BME reviews the documentation (including the prospectus registered by the CNMV) and decides on admission. Deadlines are largely coordinated practically with the planned listing date.
• First day of trading: once stock exchange requirements are met and the operation is settled in clearing systems, shares begin trading. From here, continuous disclosure obligations apply (material events, periodic financial reports, etc.).

Summary of timelines

In summary, the regulations set general frameworks (prospectus review deadlines by the CNMV and information requirements), but the actual duration depends mainly on the company's internal preparation, the complexity of the operation, and the number of comment rounds with the supervisor. Therefore, companies intending to go public usually plan several months in advance and maintain a flexible schedule to accommodate CNMV and market requirements.

The National Securities Market Commission (CNMV) is the supervisor of securities markets in Spain. Its main mission is to ensure transparency, proper price formation, and investor protection in transactions involving financial instruments traded on regulated markets and other trading systems.

General framework of powers

In supervising stock market operations, the CNMV exercises powers that can be grouped into four main areas: supervision of markets and trading systems, control of issuers of securities, oversight of intermediaries, and investor protection. Although many of these functions are exercised in coordination with the Bank of Spain, the Ministry of Economy, and other European supervisors, the CNMV is the specific reference for securities and capital markets.

Supervision of markets and operations

Regarding stock market operations themselves, the CNMV:

• Authorizes and supervises markets and trading platforms (stock exchanges, multilateral trading systems, fixed income markets, etc.), verifying that their internal rules and procedures comply with legislation.
• Monitors daily trading through order and transaction monitoring systems to detect abnormal conduct, market manipulation, or misuse of insider information.
• Controls pre- and post-trade transparency, ensuring that bids and executed trades are properly published so that prices reflect real supply and demand.
• Intervenes in market stress situations, for example, by temporarily restricting certain operations (such as short selling) or supporting extraordinary measures adopted by market operators.

Control of issuers of securities

Many guarantees in stock market operations depend on the quality of issuer information (listed companies, financial entities, etc.). In this area, the CNMV:

• Registers and reviews prospectuses for issuances and admissions to trading, ensuring they contain sufficient, truthful, and understandable information for investors to make decisions.
• Supervises periodic financial information (annual, semi-annual, quarterly reports) and material information that companies must disclose immediately when events that may affect the price occur.
• Controls public takeover bids (OPAs), verifying compliance with rules protecting minority shareholders, fair pricing, and transparency obligations in control changes.

Supervision of intermediaries and investor protection

Stock market operations are usually conducted through intermediaries (brokerage firms, asset managers, credit institutions). Regarding them, the CNMV:

• Authorizes and registers entities that may provide investment services, verifying capital requirements, internal organization, and risk control systems.
• Supervises their conduct in service provision, including compliance with suitability and appropriateness rules, conflict of interest management, correct order execution, and best possible execution for the client.
• Monitors the marketing of complex products, ensuring that information provided is clear about risks and costs, and that sales restrictions to certain client profiles are respected.
• Manages an investor complaints system against supervised entities, issuing reports and criteria that guide market practice, although they do not replace courts.

Supervisory, inspection, and sanctioning powers

To make these functions effective, the CNMV has broad powers:

• Information and inspection powers: it can request data, access order and transaction records, conduct on-site inspections at supervised entities, and gather information from other authorities.
• Preventive powers: it can order correction of non-compliance, require market information rectifications, or temporarily suspend trading of certain securities.
• Sanctioning powers: it can initiate proceedings and propose administrative sanctions (fines, public reprimands, disqualifications, revocation of authorizations) when detecting violations, for example, market abuse or failure to comply with information obligations.

Overall, these powers allow the CNMV to comprehensively supervise the entire stock market operation cycle: from authorizing the actors and markets involved, to monitoring trading and correcting behaviors that may harm market integrity or investors.

In the Spanish market, capital increases of companies whose shares are listed on regulated markets (mainly Spanish stock exchanges) are simultaneously subject to the Capital Companies Act (LSC) and the securities market regulations (Securities Market Act and European regulations, especially the prospectus regulation), as well as supervision by the CNMV and the market's own rules.

1. General corporate requirements (LSC)

Generally, a capital increase requires:

• Valid corporate resolution: usually adopted by the general shareholders' meeting, with the reinforced majorities provided for statutory amendments. The resolution must set at least the maximum amount of the increase, the issue price (premium, if any), the type (cash, non-cash, free, debt compensation), and the deadline for execution.
• Amendment of bylaws: the increase implies raising the statutory capital figure, so the new amount is incorporated into the bylaws once executed.
• Public deed and registration: the resolution and its execution must be recorded in a public deed before a notary and registered in the Commercial Registry, at which point the increase produces full effects against third parties.

In listed companies, there are also two key figures:

• Delegation to the board to increase capital up to a maximum limit (a percentage of capital within a determined period). The meeting sets the overall cap and general conditions, and the board decides specific executions within that framework.
• Board's power to develop and specify increases already agreed by the meeting (e.g., setting the schedule, allocation of leftovers, or placement of unsubscribed shares).

2. Preemptive subscription right and its exclusion

As a general rule, in increases involving new share issuance, existing shareholders have preemptive subscription rights, proportional to their stake, to avoid involuntary dilution. In listed companies, this right is usually materialized in negotiable securities (subscription rights) admitted to trading for a short period.

Total or partial exclusion of the preemptive right is only possible if:

• It is agreed by the general meeting (or the board if expressly delegated), justifying the corporate interest.
• A detailed report by the board is prepared explaining the reason for exclusion and the criteria for setting the issue price.
• In certain cases, an independent expert report on the adequacy of the issue price or valuation of contributions is also required.
• In listed companies, quantitative limits to exclusion within delegated increases are respected, and transparency and equal treatment of investors are guaranteed.

3. Information requirements and CNMV supervision

In the securities market area, the key is investor protection through sufficient and truthful information:

• Prospectus: when the increase involves a public subscription offer or a new admission to trading of shares, a prospectus approved by the CNMV is usually required describing the issuer, financial situation, risks, share and offer characteristics.
• Prospectus exemptions: European regulations provide cases where a prospectus is not required (e.g., offers of small aggregate amount, offers exclusively to qualified investors, or certain free increases). Even so, the company must disseminate sufficient information through material event disclosures and other documentation.
• Material events and announcements: the decision to launch an increase, its essential conditions, significant changes in the operation, and its final result must be published as inside or relevant information, accessible simultaneously and non-discriminatorily to the market.
• Coordination with the market: schedules (subscription period, trading of rights, payment, admission of new shares) are coordinated with the market operator and disseminated in a standardized manner.

4. Specific types of capital increase

• Free increases: new shares are paid out of the company's reserves or profits. They require verifying the existence of sufficient and freely distributable reserves, as well as their accounting reflection. They are common in "scrip dividends" of listed companies.
• Non-cash contributions: if the increase is paid with assets or rights other than money, the LSC requires an adequate valuation, usually with an independent expert report justifying that the value covers the nominal and, if applicable, the issue premium.
• Debt compensation: the increase may be intended to convert credits against the company into capital. The existence, liquidity, and enforceability of the credits being compensated must be proven and clearly reflected in the resolution and registry documentation.

5. Regulatory framework

In summary, capital increases in Spanish listed companies are mainly based on:

• The Capital Companies Act, which establishes the corporate structure and requirements for capital increases, shareholders' rights, and capital protection.
• The securities market regulations (Securities Market Act and implementing regulations, along with the EU Prospectus Regulation), which set transparency obligations, prospectus, inside information, and orderly market functioning.
• The CNMV's circulars and technical guides and the internal rules of regulated markets, which specify operational aspects (formats, deadlines, content of communications) to ensure equitable treatment of investors.