CarlosAlbiñana

Of Counsel

Madrid + 34.91.520.3956

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Carlos Albiñana, who leads the tax practice team in Jones Day's Madrid Office, has advised leading multinational enterprises (MNEs) and domestic clients on the tax aspects of a wide range of transactions for more than 25 years. He has considerable experience in the financial, industrial, energy, telecommunications, real estate, and construction sectors, including on transactions such as Spanish real estate investment trusts (REITs/SOCIMIs), M&A, private equity, general lending, project and asset finance, restructuring, securitization, derivatives, employee incentive schemes, and domestic and international tax planning.

Carlos' recent engagements include the representation of OPSEU Pension Plan Trust Fund on the Spanish tax aspects of its additional investment in the Spanish infrastructure group GlobalVia; Abertis in connection with the international tax aspects related to an additional investment in SANEF, a French concession company; Comienzos Siglo XXI on the partial disposal of a minority stake in Grupo Paraguas (a Spanish leading restaurant group); and the financial entities in the receivables securitization of the Ferroglobe Group.

He has lectured at tax seminars and directed advanced tax programs at IE Law School in Madrid since 1995.

Experience

  • Orange and Masmovil combine in €18.6 billion mergerJones Day advised Orange, S.A. ("Orange"), one of the world's leading telecommunications operators, on the combination of their telecom business in Spain with Masmovil, one of the leading telecommunications operators in Spain, for an enterprise value of €18.6 billion (€7.8 billion for Orange Spain and €10.9 billion for Masmovil).
  • OX2 sells photovoltaic project in SpainJones Day advised OX2 AB in the sale of Modus Solar Andalusia, S.L., a photovoltaic project in Spain, to Green Genius.
  • Greystar acquires land to construct and develop a student residence located in Cantoblanco (Madrid)Jones Day advised Greystar Real Estate Partners in the acquisition of a plot of land to construct and develop a student residence located in Cantoblanco (Madrid) through the purchase and sale of the shares of the company BCOME Madrid, S.L. that owns the land, prior cancellation of the surface right that said company had in its favor on the same land, owned by a third party.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Sacyr Group and Marguerite Silver amend project Arlanzón finance documentsJones Day provided legal advice to consortium composed of Sacyr Group and Marguerite Silver in connection with the Spanish, English, and Dutch matters related with the modification and amendments of certain finance documents within the bond issuance scheme for project Arlanzón.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • Greystar and Vía Célere create joint venture to acquire portfolio of 2,425 rental housing units in SpainJones Day advised Greystar Equity Partners Europe Fund I in relation to its joint venture with Via Célere and the related forward-purchase of a 12 project portfolio of rental housing units in Madrid, Malaga, Valencia, Seville and Bilbao from Via Célere. The Build to Rent portfolio is one of the largest in Spain and will operate under the “Be Casa Essential” brand.
  • Grupo Paraguas acquires stake in international restaurant entityJones Day has advised Grupo Paraguas, a well-known group of food and beverage company in the investment of an equity stake in an international entity which develops and operates relevant and trending restaurants around the world in its launching in Madrid (Spain).
  • Macquarie acquires Euston Solar FarmJones Day advised Macquarie in the acquisition of 100% of the shares in Euston Solar Farm Limited, a UK-based renewable energy developer focused primarily on the development of utility-scale solar plants.
  • EagleTree Capital portfolio company acquires El RanchitoJones Day advised EagleTree Capital and its portfolio company, The Fuse Group, in the acquisition of El Ranchito, a world-renowned, high-end independent visual effects studio headquartered in Madrid, Spain, and a studio location in Barcelona.
  • Web Financial Group sells all its technology business to AllfundsJones Day represented Web Financial Group, S.A. in the sale of all its technology business to Allfunds, one of the world’s leading B2B WealthTech platforms for the fund industry.
  • Macquarie Asset Management acquires 50% shareholding in Island Green PowerJones Day advised Macquarie Asset Management ("MAM"), via Macquarie Green Investment Group Renewable Energy Fund 2 ("MGREF2"), in its acquisition of 50% of the shares in Island Green Power Limited, a UK-based renewable energy developer focused primarily on the development of utility-scale solar plants.
  • Iridium Concesiones de Infraestructuras, S.A. (ACS group) sells 80% stake in Nuevo Hospital de ToledoJones Day advised Iridium Concesiones de Infraestructuras, S.A. (ACS group) in the €58 million sale of its 80% interest in Nuevo Hospital de Toledo, S.A. to BSIP Spain HoldCo, S.L., a company managed by Brookfield.
  • BBVA provides €54 million acquisition financing to group specialized in sector of connection and control of fluids and kitchen and bathroom taps in both residential and non-residential areas and civil worksJones Day provided legal advice to Banco Bilbao Vizcaya Argentaria, S.A. in the €54 million acquisition financing of 100% of the share capital of Standard Hidráulica, S.A.U.; Hidrogas Canalizaciones, S.A.U.; Hidrostandard del Mediterráneo, S.L.U.; STH Westco Holdings Ltd.; STH Westco Limited; STH Hidraulica Ellas Single Member, S.A.; and Standard Hidraulica Southern Africa Plumbing and Heating Equipment (Pty) Ltd., a group specialized in the sector of the connection and control of fluids and kitchen and bathroom taps in both residential and non-residential areas and civil works, by IEE21 Europe, S.L.U.,a newly created Spanish company sponsored by H.I.G. European Capital Partners 3 Fund, LLC.
  • STERIS acquires Cantel Medical for $3.6 billionJones Day advised STERIS plc in its acquisition of Cantel Medical Corp, a global provider of infection prevention products and services primarily to endoscopy and dental customers, for $3.6 billion.
  • CBRE Global Investors disposes of Spanish logistics portfolio to BankinterJones Day advised CBRE Global Investors, on behalf of its value-add fund European Value Partners (EVP 2), and its joint venture partner Valfondo (a developer and manager of Montepino logistics assets in Spain) on the sale to Bankinter of a portfolio of 22 Spanish logistics assets, totaling 865,000 sqm, together with a development pipeline of a further 13 logistics assets.
  • Ferro Corporation sells its global Tile Coatings Business to Lone Star Funds for $460 millionJones Day advised Ferro Corporation, a leading global supplier of technology-based performance materials, in the sale of its global Tile Coatings Business to Pigments Spain, S.L., a portfolio company of Lone Star Funds, for $460 million in cash, with potential earnout payments of up to $32 million in cash based on the performance of the business pre-closing, subject to customary adjustments.
  • Uniphore acquires Emotion Research Labs, S.L.Jones Day represented Uniphore Technologies Inc., an early leader in Conversational Service Automation (CSA), in its acquisition of Emotion Research Labs, S.L., a leading software developer that uses AI and machine learning, to identify emotion and engagement levels in real-time over video-based interactions.
  • Laureate Education to sell Brazilian operations to Ânima Holding S.A. for R$4.6 billionJones Day acted as special tax counsel to Laureate International, Inc. in the sale of its Brazilian operations to Ânima Holding S.A. for R$4.6 billion.

    • The following represents recent experience acquired prior to joining Jones Day.

    Advised General Electric on employment matters related to its Spanish personnel.

    Advised various investment funds managed by Bridgepoint Capital on the investment, restructuring, and divestment in Spanish wind farm projects.

    Advised Crédit Agricole CIB on Spanish tax issues related to equity swap transactions.

    Advised BBVA (Banco Bilbao Vizcaya Argentaria) on updating various debt issuance programs.

    Advised various funds managed by Intermediate Capital Group (ICG) on tax structuring for (i) the financing and co-investment in Garnica Plywood with the founding partners and managers and (ii) the early maturity of the financing and enforcement of the relevant securities granted to the Vitaldent Group.

    Advised Standard & Poor's on tax matters regarding rated transactions.

    Advised SARIA Bio-Industries on the tax structuring for the acquisition of Bioibérica and related matters.

    Represented RBC, as original lender and arranger, on the acquisition financing to Blackstone for the purchase of a number of logistic centers in Spain.

    Advised OPTrust on the tax structuring for the acquisition of a significant stake in Globalvia Infraestructuras.

    Assisted Fortress Investment Group on the tax aspects of its Spanish investments and their restructuring.

    Advised Santander and Natixis, as joint lead managers, in the securitization of credit card receivables originated by a Spanish group.

    Represented El Corte Inglés on the financing and regularization of a Spanish shopping center.

    Advised Klépierre on the tax structuring for the acquisition of the Plenilunio shopping center (Madrid).

    Advised Goldman Sachs on the refinancing of Uro Property SOCIMI through a receivables securitization.

    Represented the lenders on the insolvency and restructuring of Marme Inversiones, the owner of Ciudad Financiera, the headquarters of Banco Santander.

    Advised Ferrovial, a global infrastructure operator, on issuance of stock bonds.

    Represented Trip Advisors Group on Spanish tax litigation cases.

    Advised Macquarie on the disposal of certain Spanish renewable energy projects in Spain.

    Advised the family office of Mr. Andrew Tan on the acquisition of the Torre Espacio building in Madrid.

    Assisted MoraBanc Group on their investment in Inmobiliaria Colonial.

    View All

    August 2020 Video

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    March 2018 Commentary

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    January 2018 Commentary

    Spain's Tax Reporting Rule Targets Vacation Rental Intermediaries

    September 2017 Commentary

    Investor-Friendly Tax Treaty Set for Mexico and Spain

    December 2016 Commentary

    A Guide to Spanish REITs — SOCIMIs

    Speaking Engagements

    • 28 noviembre, 2017
      Desayuno Gestión de Crisis
    • July 4, 2017
      Breakfast Seminar on Labor and Tax Law Updates
    • 4 de julio, 2017
      Desayuno Actualidad Laboral
    • 16 de marzo, 2017
      The Global Impact of Tax Reforms Under the New Administration
    • March 16, 2017
      The Global Impact of Tax Reforms under the New Administration

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