At Kaizen Consulting, we recently supported a key transaction for a Spanish company in the sports sector with a long industrial track record, international presence and a strong position in its market.
The transaction was part of a shareholding transition in which the management team decided to strengthen its position in the company’s capital and acquire a majority stake, with the aim of leading a new phase of growth, international consolidation and strategic development.
To make this possible, Kaizen Consulting structured financing tailored to the needs of the transaction and distributed among the holding companies linked to the acquiring shareholders. The structure included a progressive repayment schedule designed to align debt service with the expected development of the business project.
The challenge: financing the acquisition through holding companies with limited financial capacity
The main challenge was not only the size of the transaction, but also its structure.
The financing had to be granted directly to the holding companies of the acquiring shareholders. These companies had limited financial capacity, making it difficult for the transaction to meet the usual criteria of traditional bank financing.
In addition, the collateral available was very specific: only the shares of the company being acquired. No additional real estate collateral, personal guarantees or other complementary assets were provided.
This made the transaction particularly demanding. It was necessary to find a financing partner capable of understanding the real value of the company, the strategic rationale behind the shareholding transition and the potential of the business project, beyond the individual financial position of the borrowing companies.
The solution: a tailored financing structure
Kaizen Consulting worked on identifying a financial solution adapted to the specific nature of the transaction.
The objective was clear: secure the financing required for the management team to complete the shareholding transition without putting pressure on the operating company’s structure and without requiring additional collateral beyond the shares involved in the transaction.
This required presenting the transaction strategically to potential financing partners, explaining the corporate structure, the value of the target company, its track record, market positioning and the business rationale behind the change in ownership.
A financing structure was ultimately secured that was aligned with the needs of the transaction and the particular characteristics of the shareholding transition.
The solution made it possible to complete the transaction while maintaining a balanced structure for all parties involved and one that was adapted to the reality of the business project.
A transaction outside traditional banking criteria
This case reflects a common reality in mid-market corporate transactions: the underlying business may be solid and the project commercially sound, while the financing structure does not fit within traditional banking criteria.
When financing is requested through holding companies with limited financial capacity and the collateral consists exclusively of shares in the acquired company, many financial institutions may rule out the transaction from the outset.
However, this does not mean that the transaction cannot be financed. It means that it requires a different approach, specialist financing partners and precise structuring.
Results: financing to support continuity and growth
Thanks to this transaction, the management team was able to strengthen its shareholding position and assume majority ownership of the company, opening a new stage of growth with an ownership structure more closely aligned with management.
The financing enabled the shareholding transition to be completed without additional collateral and without compromising the stability of the operating company.
This case demonstrates how a well-designed financial structure can facilitate complex corporate transactions, particularly when there are valuable assets, committed management teams and business projects with long-term potential.
At Kaizen Consulting, we believe that every transaction must be analysed according to its specific circumstances. Our role is to understand the challenge, structure the right solution and identify the financing partner capable of supporting companies and shareholders at key moments of growth, transformation or ownership transition.
