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Market reports Published May 8, 2024 6 min read

How to sell a manufacturing or industrial company in Spain

Spain has a strong and diversified industrial base, with thousands of family-owned factories approaching a generational transition. For international buyers and local founders alike, this article explains how manufacturing company sales work in Spain, what drives valuations and what a patient capital partner looks like.

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Blue Mountain Capital

Blue Mountain Capital

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Blue Mountain Capital | | 6 min read

If you own a manufacturing or industrial company in Spain — whether in metalwork, plastics, packaging, industrial components, ceramics, chemicals or any other manufacturing specialisation — you have likely spent decades building something that goes far beyond a balance sheet. Your plant, your machinery, your processes, your team: all of it represents industrial capital that has been refined year after year.

And at some point, you have probably asked yourself what will happen to all of it when you decide to step back.

This article addresses that question directly.

Spain’s industrial landscape

Spain has a solid and diversified industrial base. Catalonia, the Basque Country, Aragón and the Valencian Community concentrate much of the manufacturing activity, but valuable industrial companies are distributed across the whole country. Many were founded between the 1970s and 1990s by entrepreneurs who capitalised on Spain’s economic development to build businesses that today generate between €5 million and €50 million in revenue and employ dozens or hundreds of people.

The demographic reality is pressing. The founders of that generation are today between 60 and 80 years old, and the succession question is urgent. According to industry estimates, more than half of mid-sized Spanish industrial companies do not have a defined succession plan — a challenge we address through our generational succession approach.

At the same time, the sector is being transformed. Automation, process electrification, increasingly stringent environmental requirements and competition from European and Asian manufacturers demand continuous investment. For many owners, that combination of succession urgency and investment need makes a sale the most rational option.

How industrial companies are valued

Manufacturing and industrial companies in Spain are typically valued at between 4 and 7 times normalised EBITDA. The dispersion is wide because the sector is very heterogeneous, but certain factors consistently push valuations to the upper or lower end of that range.

Factors that increase the multiple:

  • Long-term supply contracts with stable clients, ideally diversified across several end-use sectors
  • Technical specialisation or know-how that is difficult to replicate — proprietary processes, exclusive formulations, certifications others do not hold
  • Modern, well-maintained machinery without urgent replacement needs
  • Position in the value chain: the further from commodity and the closer to high value-added components, the better
  • Consolidated management team that does not depend exclusively on the founder
  • Environmental compliance fully up to date, with no open proceedings or latent liabilities

Factors that reduce the multiple or generate price adjustments:

  • Excessive client concentration (a single client above 30-40% of revenue)
  • Obsolete machinery with significant near-term investment requirements
  • Latent environmental liabilities — contaminated land, undeclared emissions, irregularly managed waste
  • Absolute founder dependency in technical or commercial management
  • Leveraged financial structure with personal guarantees from the owner

Machinery and capital expenditure: a key due diligence area

One of the distinguishing features of industrial transactions, compared to other sectors, is the weight of fixed tangible assets. A services or technology company can be sold with a balance sheet almost devoid of fixed assets. A factory cannot.

Buyers will analyse the machinery park in detail: its age, maintenance records and pending investment needs. Having machinery that is ten or fifteen years old is not a problem if it is well maintained and meets current production requirements. The problem arises when there are evident renewal needs that the owner has been deferring.

The cleanest way to handle this is not necessarily to modernise before the sale — that investment may not be recoverable — but to be completely transparent during due diligence and negotiate the price accordingly. A buyer who knows what they are buying and why they are investing prefers that clarity to discovering surprises after closing.

When Blue Mountain invests in an industrial company, one of our first priorities is precisely the modernisation plan. We do not buy companies to maintain the status quo: we invest to improve productive capacity, efficiency and operational sustainability.

Environmental compliance: the risk nobody wants to discuss

Environmental requirements on industrial companies have intensified significantly in recent years. European regulations on emissions, waste management, soil contamination and energy efficiency have real implications for transactions.

A sophisticated buyer will always conduct environmental due diligence. If problems are detected — open administrative proceedings, contaminated land, irregular waste management — this will generate price adjustments, price retentions or, in serious cases, may block the transaction entirely.

We recommend that any industrial owner considering a sale conduct an internal environmental compliance review before launching the process. Problems identified and resolved before the process cost considerably less than those discovered during due diligence.

The workforce: your greatest asset and your deepest concern

When we speak with industrial business owners who are considering a sale, one of the most frequent concerns is what will happen to their employees. It is a legitimate and honourable concern: in many cases, these people have worked at the company for decades, some are children of original employees, and the sense of responsibility towards them is deeply felt.

Our response is always the same: the industrial workforce is precisely one of the assets we value most. The tacit knowledge of an operator who has spent twenty years managing a press or calibrating a production line cannot be acquired in any market. We do not come to replace it. We come to ensure that expertise remains part of the productive fabric for many years to come.

What typically changes after an industrial transaction is at the management level. Professional managers with industrial operations experience are brought in who strengthen — not replace — the existing team and bring capabilities the company needs for its next phase of growth.

The generational transition: when a sale is the alternative to closure

In too many cases, industrial owners arrive at the conversation about a sale too late. They have waited until the situation is urgent — health problems, family conflict, an operational crisis — and by then options are more limited and terms less favourable.

The most painful situation we have encountered is the entrepreneur who, lacking a suitable family successor and without time to prepare a well-executed sale, opts for an orderly wind-down. Decades of industrial know-how, client and supplier relationships, and employment that disappears because nobody addressed succession in time.

If you are in the 55-70 age bracket and own an industrial company, this is the moment to consider the question. Not to sell tomorrow, but to understand what your options are and what preparation each one requires. A well-executed sale — including the possibility of a planned generational transition — may be the best decision you make for your company, your family and your employees.

The industrial sale process: what to expect

A well-conducted sale process for a Spanish industrial company typically takes between four and nine months from first contact to closing. The phases are:

Valuation and preparation. Normalised financial analysis, identification of EBITDA adjustments, asset and liability review, preparation of presentation materials.

Buyer identification. For an industrial company, the universe of potential buyers includes strategic buyers — competitors, sector companies seeking additional capacity or specialisation — and financial buyers — private equity funds, family offices, industrial investors.

Due diligence. Financial, legal, labour, technical and environmental review. In an industrial company, technical and environmental due diligence carry particular weight.

Negotiation and closing. Price negotiation, transaction structure, representations and warranties, potential earn-outs and transition arrangements.

At Blue Mountain, we work with companies between €3 million and €50 million in revenue across all industrial sectors. If you want to understand how all of this applies to your specific situation, contact us for an initial confidential conversation.

Dirk Manuel Martens Jiménez Founder, Blue Mountain Capital

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