This chapter provides an overview of key trends in the Spanish corporate bond markets, such as the maturity structure, currency composition and market of listing. It also offers international comparisons with selected European peer countries. Further, it offers an overview of investors in non-financial corporate bonds and the taxation of these investors in Spain.
OECD Capital Market Review of Spain 2024
5. The Spanish corporate bond market
Copy link to 5. The Spanish corporate bond marketAbstract
5.1. Introduction
Copy link to 5.1. IntroductionCorporate bond markets have become an increasingly important source of financing for non-financial corporations around the world over the past fifteen years. Corporate bond markets provided significant financing to non-financial corporations when banks tightened credit conditions after the 2008 global financial crisis and during the market contraction in 2020 during the COVID-19 pandemic. During these two periods, many companies around the world were able to tap the corporate bond market to roll over their existing debt or raise additional financing to create a financial buffer to overcome the economic downturn or immediately use the proceeds to meet their obligations to employees, suppliers and customers. At the same time, since corporate bonds typically allow the borrower to issue debt at longer maturities compared to bank loans, they are also well-suited to finance long-term investments that require patient capital.
This chapter provides an overview of key trends in the Spanish corporate bond markets, such as the maturity structure, currency composition and market of listing. It also offers international comparisons with selected European peer countries and the EU as a whole. Further, it offers an overview of investors in non-financial corporate bonds, sustainable bonds, and the taxation of these investors in Spain. Finally, it provides a summary of the market segments for listing corporate bonds, namely the fixed income regulated market (AIAF) and the alternative fixed income market (MARF).
5.2. Trends in corporate bond markets
Copy link to 5.2. Trends in corporate bond marketsOver the past two decades, the global use of corporate bonds has risen significantly, particularly among non-financial companies, and Spain is no exception to this trend. In 2000, the outstanding value of non-financial corporate bonds in Spain was EUR 25 billion. This amount had increased to EUR 121 billion in 2020. At the end of 2023, the outstanding value of these bonds had decreased to EUR 98 billion, the lowest level since 2014 (Figure 5.1, Panel A). Additionally, in 2023, non-financial corporate bonds in Spain accounted for 7% of GDP, a figure substantially lower than in most peer countries, such as the Netherlands (43%), France (21%), and Sweden (14%) (Figure 5.1, Panel B).
Although the increase in the use of non-financial bonds in Spain has been significant, financial companies continue to dominate the market. From 2012 to 2023, non-financial companies accounted for an average of 23% of total outstanding bonds. While this represents an increase from the 11% figure between 2000 and 2011, it remains a small share compared to the 34% average in the EU during the same period (2012-2023).
Figure 5.1. Outstanding amounts of non-financial corporate bonds
Copy link to Figure 5.1. Outstanding amounts of non-financial corporate bonds
Source: OECD Capital Market Series dataset; see Annex A for details.
In Spain, non-financial corporate bond issuance peaked in 2009, raising a total of EUR 26 billion in 2023 terms. The volume of corporate bond issuance after 2009 has generally remained above pre-2008 financial crisis numbers, but has fluctuated significantly without exhibiting a clear trend. Although the number of annual issuances generally increased until 2016, indicating the entry of new and smaller players into the market, this upward trend was not sustained. By 2023, only 10 issuances took place in the Spanish market, the lowest level since 2008 (Figure 5.2, Panel A).
The amount issued through non-financial corporate bonds has also increased in the EU on aggregate, particularly since the global financial crisis. Between 2000 and 2011, EU non-financial companies issued an average of EUR 193 billion annually, a figure which rose to EUR 285 billion between 2012 and 2023. Similarly, the average number of issuances per year increased from 305 during the 2000-2011 period to 487 in the following 12 years.
Figure 5.2. Non-financial corporate bonds issuances
Copy link to Figure 5.2. Non-financial corporate bonds issuances
Source: OECD Capital Market Series dataset; see Annex A for details.
In the last two decades, with the exception of 2006, the amount of corporate bonds issued by non-financial companies in Spain relative to GDP has consistently been below the EU average. Specifically, during the periods 2000-2008 and 2009-2020, the financing raised by Spanish companies accounted for an annual average of 0.6% and 1.2% of GDP, respectively. These figures are much lower than in most peers, notably France, the Netherlands and Sweden. Furthermore, between 2021 and 2023, Spain’s bond proceeds represented just 0.6% of its GDP, the lowest share among its European peers (Figure 5.3, Panel A).
Regarding the industry distribution of corporate bond activity, some common patterns are visible across countries. Notably, between 2000 and 2023, more than 40% of the funds raised in both the EU and the peer countries used in the analysis come from three industries: industrials, utilities and consumer cyclicals. Nonetheless, there are also some differences. In Spain, the telecommunications services sector is notable, raising 39% of the total proceeds, a higher share than in peer countries. On the other hand, in Spain the financing raised by the consumer non-cyclicals, healthcare and basic materials industries represented 3.5%, 1.5% and 1.5%, respectively. These figures are much lower than those at the EU level and in most peer countries (Figure 5.3, Panel B).
Figure 5.3. Corporate bonds issued by non-financial companies in Spain and selected European countries
Copy link to Figure 5.3. Corporate bonds issued by non-financial companies in Spain and selected European countries
Source: OECD Capital Market Series dataset; see Annex A for details.
One of the main advantages of corporate bonds is that they can offer the issuer longer maturities than other types of debt financing. It is documented that corporate bonds have about 4-5 years longer maturity than syndicated loans in developed countries and 1-2 years longer in developing countries (Cortina-Lorente, J. J., T. Didier and S. L. Schmukler, 2016[1]). Over the last five years, 47% of the volume issued by EU companies had a maturity between five and ten years. In Spain, this percentage was 54%, whereas bonds with a maturity of less than five years account for only 14% of the total. This represents the lowest share among its European peers. There has been a trend toward increasing maturities over time. For instance, between 2000 and 2011, the volume of Spanish issuances with a maturity of less than 5 years averaged 38% while in the 2012-2023 period this figure stood at 16%. This has been accompanied by an increase in the share of corporate bond proceeds within a maturity range of five to ten years as well as those with a maturity exceeding ten years (Figure 5.4, Panel A). Between the same two periods, the value-weighted average maturity has increased from 7.1 years to 8.5 years.
Regarding the exchange where the bonds are listed, only 7% of the funds raised by Spanish companies in the last five years refer to bonds listed on a local exchange, considerably lower than the EU average of 27% and below that of comparable countries like Sweden and France. The predominant listing location of bonds from EU companies is Luxembourg, accounting for 37% of the total. In Spain, this percentage is lower, representing 22%. Conversely, Spain has a higher proportion of listings in exchanges other than London, Luxembourg and the local exchanges, making up 62% of the country’s bond volume issued since 2019. Among these, the most common markets where Spanish companies issue corporate bonds are Dublin, New York and Frankfurt (Figure 5.4, Panel B).
The amount of bonds issued in Euros in Spain over the past five years accounts for 94% of the total. In other peer countries (excluding Sweden, where most issuances are in the local currency), the Euro is also the predominant issuance currency. Issuances in currencies other than the US dollar and the Euro represent a very small percentage across the countries analysed. However, Spain stands out as one of the countries with the smallest share of such issuances, representing just 0.6% of the total.
Figure 5.4. Characteristics of corporate bonds by total proceeds, 2019-23
Copy link to Figure 5.4. Characteristics of corporate bonds by total proceeds, 2019-23
Source: OECD Capital Market Series dataset; see Annex A for details.
5.3. Investors in non‑financial corporate bonds
Copy link to 5.3. Investors in non‑financial corporate bondsThe entrance of new players in the European bond market has also had an impact on the investor composition. For instance, traditional banks often acquire a significant portion of bonds issued by small and unrated issuers, characteristics commonly associated with new entrants. On the other hand, central banks, pension funds and insurance companies invest a higher share in larger firms (ECB, 2022[2]).
In Spain and peer countries, less than half of the investment in corporate bonds corresponds to domestic investors (Figure 5.5, Panel A). The Netherlands stands out for the limited involvement of domestic investors, accounting for only 5% of the total. The shares in other countries are relatively comparable, ranging between 35% and 48%. Nonetheless, a closer analysis of the domestic ownership of corporate bonds issued by non-financial companies reveals significant regional differences. Monetary Financial Institutions (MFIs) are the predominant owners in several of the countries under consideration. However, in Spain, their ownership share surpasses that of its European counterparts, standing at 67% of the total (Figure 5.5, Panel B). This makes it evident that although corporate bonds are often viewed as an alternative to conventional funding sources such as bank financing, the reliance of Spanish non-financial corporations on financial institutions is also visible in the bond market. Insurance corporations and pension funds do not invest in domestic corporate bonds as in peer countries such as France, Sweden and the Netherlands. Moreover, the share of household participation in Spain is lower than in most of its European counterparts and represents only 2.3% of the total volume owned by domestic investors.
Figure 5.5. Ownership of outstanding non-financial corporate bonds, Q4-2023
Copy link to Figure 5.5. Ownership of outstanding non-financial corporate bonds, Q4-2023
Source: ECB Sector Accounts.
5.4. Market segments for corporate bond listings in Spain
Copy link to 5.4. Market segments for corporate bond listings in SpainIn Spain, there are two segments where corporate bonds can be listed, both operated by BME. The AIAF is the only regulated fixed income market in the country. Besides private debt, this market also trades public debt issued by the state, as well as that of regional and local governments. Additionally, since 2013, there is also an alternative fixed income market, the MARF. This market specifically targets medium-cap entities not typically traded on equity markets, and it is characterised by offering more flexible requirements and simpler issuance procedures compared to the standard regulated market.
A prospectus for issuing and trading debt securities on regulated markets is also one of the most important requirements. Such a document must be prepared by the issuer and published before beginning to sell securities to the public or admitting them to trading. Securities issued through private offerings (e.g. to qualified investors, less than 150 investors or when the unit value of the securities is at least EUR 100 000) are not required to publish a prospectus. The prospectus must be approved by the CNMV prior to its publication. Therefore, fixed income securities wanting to list and trade on AIAF must publish a prospectus. However, when the approval of a prospectus by the CNMV or another authority is not required, then financial statements and audited annual reports covering the last two years are typically required (BME, 2018[3]) (BME, 2019[4]).
Table 5.1. AIAF admission and post-listing requirements and fees
Copy link to Table 5.1. AIAF admission and post-listing requirements and fees|
Main admission requirements |
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|---|---|
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Issuer characteristics |
The issuer must have been incorporated in accordance with applicable legal provisions. |
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Features of securities |
Securities must be issued by Spanish or foreign public or private entities and cannot be subject to any legal or regulatory restrictions impeding free trading and transferability. |
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Bonds and other securities that recognise or create debt are securities that can be listed for trading on the AIAF. |
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Securities must be registered in a central securities depositary and represented by book entries. |
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Any marketable securities already listed for trading on another European Union regulated market, requested by an entity other than the issuer, can be listed for trading on the AIAF without requiring consent from the issuer. |
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Documentation |
The issuer must submit a written request for listing securities, providing proof of compliance with all the legal provisions applicable to listing marketable securities for trading. A model request for admission document and a list of the documentation required is in Circular 1/2023. |
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The issuer must prove that it has been incorporated in accordance with applicable legal provisions. |
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Documentation to prove that the issuer is validly constituted, including that: the issuer is validly incorporated, in accordance with the regulations of the country where it is domiciled; the issuer is operating in accordance with its public deed of incorporation and statutes or equivalent documents; the holders of the admitted securities, which are fungible among themselves, receive the same treatment with respect to all rights inherent in those securities. |
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Suitability requirements relating to securities: that the total amount of the securities is at least EUR 200 000 (calculated, when it exists, as nominal value of the issue, unless the securities of the same class are already admitted to trading, in which case it will relate to the whole programme); be represented by book entries; be freely negotiable. |
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When the approval of a prospectus by the CNMV or another authority is not required, then financial statements and audited annual reports covering the last two years are required (with some exceptions). |
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The AIAF Market may request additional documentation from the issuer, including independent legal opinions on relevant aspects of the issue or the issuer, when necessary to carry out the verification of admission requirements. |
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Post-listing requirements |
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Comply with the ongoing rules and obligations and notify of any changes in information in documentation that has been submitted. |
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Trading transparency obligations. |
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Annual report and audit report must include audited annual accounts and directors' report, with some exceptions. |
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Half yearly financial reports relating to the first six months of the year, including the summarised annual accounts, an interim directors' report and the declaration of responsibility for its content, with some exceptions. |
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Source: BME (2019[4]), AIAF Regulations, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2019/Fixed_Income_Market-_AIAF-_Regulations.pd; (2023[5]), Circular 1/2023, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/esp/circulares/2023/Circular-1_2023-sobre-admision-y-exclusion-de-valores-en-el-Mercado-AIAF.pdf.
Table 5.2. AIAF fees
Copy link to Table 5.2. AIAF fees|
Fees |
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|---|---|---|---|---|
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Annual fees for market members* |
EUR 6 500 |
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Short-term issue (promissory notes and similar) |
Processing and registration of short‑term issue programme prospectuses |
EUR 0.05 per mille of the maximum volume of the programme (EUR 2 500-55 000) |
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Registration on the trading system |
EUR 0.01 per mille per payout (maximum of EUR 55 000) |
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Medium- and long-term issue programme prospectus |
Processing of the prospectus application document |
EUR 2 500 (one off) |
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For each update, extension or modification of the programme prospectus |
EUR 2 000 |
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Registration and control |
EUR 0.05 per mille of the maximum volume of the programme prospectus (EUR 6 000-25 000) |
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For payouts, registration and maintenance of each ISIN (code identifying the issue) or trading tranche |
EUR 0.01 per mille (EUR 500-1 000) |
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Maintenance |
From |
To |
Per year |
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EUR 1 |
EUR 50 000 000 |
EUR 200 (200-2 000) |
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EUR 500 00 001 |
EUR 100 000 000 |
EUR 250 (250-2 500) |
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EUR 100 000 001 |
EUR 500 000 000 |
EUR 500 (500-5 000) |
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EUR 500 000 001 |
and thereafter |
EUR 600 (600-6 000) |
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Individual issues / securitisation |
Processing of the administration document for each ISIN/tranche |
EUR 400 |
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Registration of each ISIN/tranche on the trading system |
EUR 0.01 per mille (EUR 2 500-10 000) |
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Maintenance |
From |
To |
Per year |
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EUR 1 |
EUR 50 000 000 |
EUR 200 (1 000-4 000) |
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EUR 50 000 001 |
EUR 100 000 000 |
EUR 250 (1 250-5 000) |
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EUR 100 000 001 |
EUR 500 000 000 |
EUR 500 (2 500-10 000) |
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EUR 500 000 001 |
and thereafter |
EUR 600 (3 000-12 000) |
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Note: * 50% reduction for market makers on at least five assets and 100% reduction for market makers on at least fifteen assets.
Overall, since it is targeted only at qualified investors, the listing requirements are less stringent on MARF, allowing for more flexibility. The minimum issuance amount allowed on MARF is half that of the AIAIF, allowing smaller issuers to access corporate bond financing. The MARF admission requirements, post-listing requirements and fees are set by regulation, and summarised in Table 5.3 (BME, 2022[6]; BME, 2018[7]).
Table 5.3. MARF admission and post-listing requirements and fees
Copy link to Table 5.3. MARF admission and post-listing requirements and fees|
Main admission requirements |
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|---|---|---|
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Issuer characteristics |
Institutions who seek a single or alternative channel to regulated markets. |
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Must appoint a registered advisor (who ensures that the issuer meets the requirements for admission to the market). |
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Features of securities |
Must be aimed solely at qualified investors. |
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Unit face amount of at least EUR 100 000 (on the payout date). |
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Not subject to any legal or statutory restrictions impeding free trading and transferability. |
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Registered in a Central Securities Depository. |
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Documentation |
The admission of marketable securities must be requested in writing. For asset-backed securities, the management company of securitisation funds may also apply for admission. |
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General information about the issuer: A document stating the incorporation and the continuing existence of the issuer; its bylaws; individual financial statements and, where applicable, the consolidated financial statements for the last two years, or if it is a recently-created issuer, the financial statements that it has filed; for asset-backed securities, the issuer identification requirement will have been met with the securitisation fund's deed of incorporation; for issues carried out by a company that has collateral from a third party, filing of the guarantor company's financial statements for the last two years. |
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As appropriate: document stating the regulatory conditions required for the issue and the characteristics of the securities issued; a guarantee document; a credit risk assessment or solvency report. |
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For commercial papers: certification of the list of authorised signatures for the signing of subsequent certificates; complementary certification of the issue and certificate of the result of the placement, proving payout of each issue. |
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For fixed income securities: final terms and conditions of each issue; certificate of the result of placement, proving payout of each issue. |
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For specific medium- and long-term fixed income securities: certificate of result of placement, proving payout of each issue. |
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For asset-backed securities by a closed liability securitisation fund: authorised copy of deed of incorporation, asset transfer and securities issue and record of their payout; certificate of result of placement, proving payout of each issue. |
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For asset-backed securities by an open liability securitisation fund: authorised copy of the deed of incorporation, asset transfer and securities issue; terms and conditions of each issue; authorised copy of securities issue deed and record of their payout; certificate of the result of placement, proving payout of each issue. |
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Post listing requirements |
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Ad hoc |
Submit relevant information to the market for disclosure that may affect the trading of its securities. |
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Early redemption |
If the Issuer decides to redeem the securities before their final maturity, the issuer must prepare a communication. |
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Fees |
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Annual fee for market members and advisers |
EUR 6 000 |
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Fee for the evaluation of addition/removal documentation of securities |
Promissory note |
0.0025% of the maximum established outstanding balance (EUR 3 000-20 000) |
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One-off issue other than promissory note |
0.0025% of the nominal amount of the securities to be issued (EUR 4 000-20 000) |
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Fee for addition of securities to the market |
Maturity less than 12 months |
0.0005% of the nominal amount of the securities added (100-20 000) |
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Maturity equal to or greater than 12 months |
0.0025% of the nominal amount of the securities added (2 000-20 000) - the minimum for promissory note disbursals with maturities of 12 months or greater shall be EUR 100 |
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Source: BME (2018[7]), Circular 2/2018, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2018/Circular_2_2018_de_4_December,_on_admision_and_removal_of_securities_i.pdf; (2022[6]). Circular 1/2022, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2022/MARF_Circular_on_fees_2022_v_DEF-EN.pdf.
Over the last five years, issuance in the AIAF market has been volatile. 2020 and 2022 levels were around EUR 20 million, less than half of the amounts issued in 2019 and 2023. Outstanding amounts in this market have followed a similar trend. On the MARF, issuance of corporate bonds has remained low, and there has been a notable decrease since 2022, when total issuance only amounted to EUR 119 millions issued, increasing moderately to EUR 205 millions in 2023. Outstanding amount of corporate bonds in the MARF have remained relatively stable below EUR 2 billion.
Figure 5.6. Corporate bond issuance and outstanding amounts in the Spanish market, 2019-23
Copy link to Figure 5.6. Corporate bond issuance and outstanding amounts in the Spanish market, 2019-23
Note: Excludes commercial papers (pagarés), mortgage notes (cédulas hipotecarias), asset-backed bonds (bonos de titulización) and preferred shares (participaciones preferentes).
Source: BME.
At the end of 2023, there were significant differences in the industry distribution of outstanding amounts between the main market (AIAF) and the alternative market (MARF). On AIAF, the transport and communications sector dominates, representing 69% of total outstanding amounts. Real estate ranks second, at 21%, while the energy and water, as well as the food industry, each account for 5% of the total. Conversely, on MARF, the commerce and other services sector have the highest weight, representing nearly half of the outstanding amount at the end of 2023. The energy and water industry (23%) and the chemicals industry (16%) also play important roles in the alternative market.
Figure 5.7. Industry distribution of non-financial corporate bonds, end-2023
Copy link to Figure 5.7. Industry distribution of non-financial corporate bonds, end-2023
Source: BME.
5.5. Sustainable bonds
Copy link to 5.5. Sustainable bondsThere has been an increase in the use of sustainable financial instruments globally and in Spain, particularly over the past decade. These instruments are designed to support the transition towards a less carbon intensive economy. The key sustainable financial instruments are green, social, sustainability and sustainability-linked bonds, which is a term covering debt instruments that include environmental and/or social aspects (hereafter “sustainable corporate bonds”). Sustainable corporate bonds can be split into two key categories: “use of proceeds bonds” and “sustainability‑linked bonds”. Use of proceeds bonds are where the proceeds are identified for financing or refinancing eligible green, social or sustainable projects. This category includes green, social and sustainability (GSS) bonds. Green bonds are instruments where the proceeds are identified for environmental projects or activities, such as climate change mitigation and adaptation, and include categories like “blue bonds” (specifically designed to finance projects that protect and sustainably manage ocean and water resources), and “climate bonds” (aimed at projects that contribute to climate change mitigation or adaptation). Social bonds target projects addressing social issues, such as affordable housing or food security. Sustainability bonds finance a mix of both green and social projects. Sustainability‑linked bonds, a different category of bonds, are instead designed to have a variable financing cost based on the issuer meeting specific sustainability targets, but the proceeds do not have to be allocated to specific projects (OECD, 2024[8]). Sustainability loans are another type of sustainable debt financing. This sub-section provides an overview of trends in all these instruments in Spain and peer countries.
5.5.1. Sustainable corporate bonds
There has been strong growth in sustainable corporate bond issuance globally in recent years. Total outstanding amounts reached USD 2.3 trillion in 2023, up from negligible amounts just ten years prior. Green bonds make up by far the largest share of this, representing 75% of issuance in 2023. European companies are by a wide margin the most significant issuers globally, representing roughly half of the global volume of green bonds (OECD, 2024[8]). As shown in Figure 5.8, just like in the public equity market, in Spain the financial sector makes up a greater share of the sustainable corporate bond market than the non-financial sector. The same trend is visible in Germany and France (Figure 5.8, Panel A). In Spain, the increase in sustainable bond proceeds over time has been mainly driven by an increase in financial company proceeds (Panel B).
Figure 5.8. Sustainable corporate bond issuance in Spain and selected European countries
Copy link to Figure 5.8. Sustainable corporate bond issuance in Spain and selected European countries
Source: OECD Corporate Sustainability dataset, LSEG, Bloomberg. See Annex A for details.
Within the peer group, Spain, Sweden and Italy represent the smallest shares of total European sustainable corporate bond proceeds (Figure 5.9, Panel A). However, when looking at the share of sustainable bonds in total bond issuance for each country instead, there is little variation, with sustainable bonds representing between 10-11% of total proceeds in most markets. It is notable that, France, which is among the highest contributors to total European sustainable bonds proceeds (17%), has the lowest sustainable bond share in its total corporate bond market at 8% (Panel B).
Figure 5.9. Sustainable corporate bond proceeds across countries, 2013-23
Copy link to Figure 5.9. Sustainable corporate bond proceeds across countries, 2013-23
Source: OECD Corporate Sustainability dataset, LSEG, Bloomberg. See Annex A for details.
Green bonds are the dominant category in terms of the amount issued in all countries below, as well as in Europe as a whole. In Spain, green bonds represented 82% of total sustainable bond proceeds from 2013-23. Social and sustainability bonds represent a small share but has grown in recent years. A difference compared to most peer countries is that sustainability‑linked bonds, which are the second most common category in Europe on aggregate and which make up almost a quarter of total issuance in Italy and the Netherlands, represent a negligible share of issuance in Spain (Figure 5.10). Similar trends are observed in Spain and Europe when analysing the real amounts of proceeds raised (Figure 5.10). In both markets, green bonds dominate, with social bonds and sustainability bonds having a small but growing presence in the last years.
Figure 5.10. Sustainable corporate bond issuance by type, 2013-23
Copy link to Figure 5.10. Sustainable corporate bond issuance by type, 2013-23
Source: OECD Corporate Sustainability dataset, LSEG, Bloomberg. See Annex A for details.
Corporate sustainable bonds are not common across all industries, and a few sectors dominate issuance. The financial sector dominates issuance in both Europe (53%) and Spain (69%), as well as among many peer countries (Germany 73%, France 59%, and Italy 43%). In Spain, the utilities sector is the second largest sector issuing sustainable financial instruments (19%), followed by industrials (10%) (Figure 5.11).
Figure 5.11. Industry composition of issuance of corporate sustainable bonds, 2013-23
Copy link to Figure 5.11. Industry composition of issuance of corporate sustainable bonds, 2013-23
Source: OECD Corporate Sustainability dataset, LSEG, Bloomberg. See Annex A for details.
5.5.2. Sustainability loans
Like green bonds, green loans are financial instruments where the funds are committed exclusively to green projects that address environmental concerns. This may include climate change, biodiversity loss and pollution. A key characteristic of a green loan is that the borrower must report to the lender periodically about the actual use of the loan proceeds. This may include reporting against qualitative or quantitative measures, for example the greenhouse gas emissions avoided (European Parliament, 2021[9]).
Green loans are more popular in Spain compared to European peer countries. In the period from 2016 to 2023, total green loan borrowing amounted to EUR 44 billion in Spain, significantly more than its European peers (Figure 5.12, Panel A). Green loan borrowing in Spain has risen from EUR 2 billion in 2017 to EUR 12 billion in 2023 (Panel B). Notable recent examples of green loans in Spain include renewables company Acciona Energia, which secured a EUR 750 million loan for renewable energy projects (Renewables Now, 2023[10]), and the multinational electric utility company Iberdrola, which signed a EUR 550 million green loan with the European Investment Bank to increase renewable energy (EIB, 2022[11]).
Figure 5.12. Green loans issuance amounts in Spain and selected European countries
Copy link to Figure 5.12. Green loans issuance amounts in Spain and selected European countries
Note: Spanish data series starts in 2017.
Source: LSEG; see Annex A for details.
As with bonds, there are also sustainability-linked loans that aim to incentivise sustainable business models by the borrower taking steps to meet specified performance targets. However, it has been observed that the eligibility criteria for sustainability-linked loans could be clearer and that the differences between green loans and sustainability‑linked loans are not always evident (International Bar Association, 2022[12]).
5.5.3. Regulatory developments and sustainable bond standards
The CNMV plays an active role in fostering sustainability in the Spanish financial markets, noting that “securities markets have an important role to play in the transition to more sustainable and inclusive growth”. It recognises that “there is a need to encourage the redirection of capital flows to facilitate more sustainable and inclusive growth, to manage the financial risks of climate change and to promote transparency and long-term vision in financial and economic activities”. As such, a strategic focus of the CNMV is “to facilitate the role of the securities market in this transition, ensuring the reliability of investor information” (CNMV, 2023[13]). Spain also has a detailed regulatory framework for broader corporate sustainability requirements, set out in Article 49 of the Commercial Code (1886[14]). This includes non-financial information disclosure, with requirements to have the information verified by an independent verification service provider, and to make it available to the public free of charge. Relevant sustainability-related changes are reported on the CNMV website. For example, in July 2022, the CNMV published an updated Q&A on sustainability regulations applicable to financial products, relating to the EU Sustainable Finance Disclosure Regulation (Regulation 2019/2088) and the EU Taxonomy (Regulation 2020/852). In October 2023, the CNMV adopted the European Securities and Markets Authority’s (ESMA) guidelines on MiFID II product governance requirements to strengthen investor protection, which include requirements relating to sustainability-related objectives of the product (CNMV, 2023[13]).
The CNMV’s focus on financial markets as part of the transition to a more sustainable economy is in line with the European Commission’s 2018 Action Plan on Financing Sustainable Growth and strategy for a sustainable economy, which also relies on these markets to fund the transition. The Action Plan sets out a strategy including, among other things: the development of unified classification system for sustainable economic activities; an EU Green Bond Standard; benchmarks for low-carbon investments strategies; and guidance to improve corporate disclosure of climate-related information (EC, 2020[15]).
The EU’s recently developed Green Bond Standard (EUGBS) establishes a voluntary standard for European green bonds and their external verification based on the EU Taxonomy (EU Council, 2023[16]; Regulation (EU) 2023/2631, 2023[17]; OECD, 2024[18]). The same regulation that established the EUBGS also provides optional disclosures for sustainability‑linked bonds and bonds marketed as environmentally sustainable, to prevent greenwashing in the green bond market more broadly (Regulation (EU) 2023/2631, 2023[17]; EU Council, 2023[16]). To be awarded the EUGB label, issuers need to demonstrate that they fund green projects aligned with the EU Taxonomy. The EUGBS also sets out a framework relating to the external supervision of these bonds. There are currently 145 EU green bond issuers, representing one‑third of global issuers. The market has grown fast from 7 issuers in 2018 to 48 issuers in 2023, contributing over EUR 34 billion to the market over this period (EU, 2023[19]).
In terms of industry standards, the International Capital Market Association (ICMA) has developed a range of principles and guidelines to support sustainable finance: Green, Social, Sustainability and Sustainability-Linked Bond Principles. These standards were referenced in an estimated 97% of documentation of corporate sustainable bonds issued internationally in 2023 (ICMA, 2023[20]). The ICMA Principles and guidelines have been used by some companies in Spain and globally to guide the development of their sustainable financing frameworks (Forética, 2018[21]; Amundi, 2021[22]).
There are also standards for loans. For example, the Loan Market Association has developed a range of sustainability-related lending principles and guidance, covering green, social and sustainability‑linked loans, such as the Green Loan Principles, which aim to “create a high-level framework of market standards and guidelines, providing a consistent methodology for use across the green loan market, whilst allowing the loan product to retain its flexibility, and preserving the integrity of the green loan market while it develops” (Loan Market Association, 2024[23]).
5.6. Taxation of corporate bonds
Copy link to 5.6. Taxation of corporate bondsThe tax treatment of corporate bonds, both from the perspective of investors and issuers, is an important component that plays a role in the development of corporate bond markets. For a general overview of the corporate and investor taxation framework in Spain, see section 5.6. The taxation of corporate bond investors depends on various factors, including the investor’s categorisation (individual or legal entity), their residency status (domestic or foreign) and whether the bond is actively traded on the secondary markets (BME, 2014[24]).
For individuals who pay personal income tax (IRPF), income obtained both from interest and from the transfer, redemption, amortisation, redemption, exchange or conversion of fixed-income instruments are considered as income from movable capital obtained from the transfer of equity to third parties and are taxed as personal income tax (Law 35/2006, 2006[25]). The marginal tax rates applied will depend on the annual income of the taxpayer. For up to EUR 6 000 of income the rate is 19%, for income from EUR 6 000 to EUR 50 000 the rate is 21%, for income of EUR 50 000 to EUR 200 000 the rate is 23%, for income of EUR 200 000 to EUR 300 000 the rate is 27%, and for income amounts over EUR 300 000 the rate is 28% (PwC, 2023[26]).
A company is considered a Spanish resident for tax purposes if it was either formed under Spanish law, has its registered office in a Spanish territory or has its effective management office in a Spanish territory (State Tax Administration Agency, 2023[27]). For legal entities that pay corporate income tax in Spain, the income obtained both as interest and on the transfer, redemption, amortisation, exchange or conversion of fixed income instruments will be included in the taxable income of the investors (Law 27/2014, 2014[28]). The general tax rate applied is 25%. For companies with turnover below EUR 1 million in the preceding tax period, the rate applied is 23% (PwC, 2023[26]). Since 2014 a tax regime has been in force for qualifying bonds traded in an organised secondary market, where a withholding tax exemption is provided for non-resident investors (Taxand, 2022[29]).
For non-resident entities with a permanent establishment in Spain, the income obtained in Spain, for instance the interest from Spanish corporate bonds, will be subject to the non-resident (IRNR)1 withholding tax (Royal Legislative Decree 5/2004, 2004[30]). The general tax rate applied to IRNR withholding taxpayers is 24%. In case of residents of the EU, Iceland, Liechtenstein and Norway, this rate is reduced to 19%. These investors are exempt from paying this withholding in the same cases as corporate income tax taxpayers (State Tax Administration Agency, 2023[31]).
For investors whose income is not obtained through a permanent establishment in Spain the tax treatment differs. Income obtained by a non-resident investor from bond issuances made by a Spanish corporation (regardless of the market in which they are listed) are subject to the IRNR withholding tax. Nonetheless, to avoid double taxation, the law provides reduced tax rates and exemptions under Spain’s agreements with other countries. Investors living outside the EU whose income is not obtained through a permanent establishment in a tax haven are also exempt from the withholding tax (BME, 2014[24]).
In addition, the Solvency Law (Ley de Solvencia) stipulates that non-resident investors’ income derived from eligible debt instruments is exempt from taxation in Spain, irrespective of the investor’s tax residency. To qualify for this exemption for eligible debt instruments, among other requirements, the trading of such instruments must take place on regulated markets, multilateral trading facilities or other organised markets (Law 10/2014, 2014[32]).
5.6.1. Taxation issues related to issuers of corporate bonds
In addition to tax issues relating to investors, jurisdictions tend to provide corporate bond issuers with certain tax measures in relation to the costs they incur in raising debt. In Spain, tax deductions are permitted for the issuer’s financial expenses, including those costs associated with the corporate bond issuance process and the interest or coupon paid to bondholders by the corporate bond issuer. These expenses can be deducted from the corporate income tax that is payable, up to a limit of 30% of the operating profit for the financial year (Article 16) (Law 27/2014, 2014[33]).
References
[22] Amundi (2021), Amundi Social Bonds: Annual Impact Report 2021.
[35] BME (2023), BME opens new fixed income listing procedure at AIAF Market, https://www.bolsasymercados.es/ing/Media/Press-Release/20230921/nota_20230921_4/BME_opens_new_fixed_income_listing_procedure_at_AIAF_Market.
[5] BME (2023), Rules for admission and exclusion of securities in the fixed income market, AIAF, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/esp/circulares/2023/Circular-1_2023-sobre-admision-y-exclusion-de-valores-en-el-Mercado-AIAF.pdf.
[6] BME (2022), Circular 1/2022 - Fees for the alternative fixed-income market, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2022/MARF_Circular_on_fees_2022_v_DEF-EN.pdf.
[4] BME (2019), AIAF Regulations, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2019/Fixed_Income_Market-_AIAF-_Regulations.pdf.
[7] BME (2018), Circular 2/2018 - Admission and removal of securities in the Alternative fixed income market (MARF), https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2018/Circular_2_2018_de_4_December,_on_admision_and_removal_of_securities_i.pdf.
[3] BME (2018), Circular 2/2018 - AIAF fees, https://www.bolsasymercados.es/bme-exchange/docs/regula/RF/ing/circulares/2018/Circular_2_2018_OF_21_Dec__on_Fixed_Income_Markets_Fees.pdf.
[24] BME (2014), Taxation of fixed income investors, https://www.bolsasymercados.es/esp/Estudios-Publicaciones/Documento/5073_Fiscalidad_de_los_inversores_en_renta_fija.
[13] CNMV (2023), Sustainable Finance, https://www.cnmv.es/Portal/Finanzas-Sostenibles/Indice.aspx.
[14] Commercial Code (1886), Ministry of Justice, https://www.boe.es/eli/es/rd/1885/08/22/(1)/con.
[1] Cortina-Lorente, J. J., T. Didier and S. L. Schmukler (2016), “How Long Is the Maturity of Corporate, https://openknowledge.worldbank.org/entities/publication/4c3cfecc-4762-581f-92e9-f8436f650645.
[15] EC (2020), Renewed sustainable finance strategy and implementation of the action plan on financing sustainable growth, https://finance.ec.europa.eu/publications/renewed-sustainable-finance-strategy-and-implementation-action-plan-financing-sustainable-growth_en.
[2] ECB (2022), Europe’s growing league of small corporate bond issuers: new players, different game dynamics, https://www.ecb.europa.eu/pub/economic-research/resbull/2022/html/ecb.rb220615~b69a5f0ce5.en.pdf.
[11] EIB (2022), Spain: Iberdrola and EIB sign €550 million green loan to boost renewable energy, https://www.eib.org/en/press/all/2022-334-spain-iberdrola-and-eib-sign-eur550-million-green-loan-to-boost-renewable-energy.
[19] EU (2023), European green bonds, https://www.consilium.europa.eu/en/infographics/european-green-bonds/.
[16] EU Council (2023), European Green Bonds: Council adopts new regulation to promote sustainable finance, https://www.consilium.europa.eu/en/press/press-releases/2023/10/24/european-green-bonds-council-adopts-new-regulation-to-promote-sustainable-finance/?utm_source=dsms-auto&utm_medium=email&utm_campaign=European+Green+Bonds:+Council+adopts+new+regulation+to.
[9] European Parliament (2021), Green and sustainable finance Briefing, https://www.europarl.europa.eu/RegData/etudes/BRIE/2021/679081/EPRS_BRI(2021)679081_EN.pdf.
[21] Forética (2018), Sustainable Financing, https://foretica.org/en/financiacion-sostenible/.
[20] ICMA (2023), The Principles announce updated guidance for transition finance and climate-themed bonds, and the integration of sovereign issuer considerations in the recommendations and tools for sustainability-linked bonds, https://www.icmagroup.org/News/news-in-brief/the-principles-announce-updated-guidance-for-transition-finance-and-climate-themed-bonds-and-the-integration-of-sovereign-issuer-considerations-in-the-recommendations-and-tools-for-sustainability-linked-bonds.
[12] International Bar Association (2022), ESG and sustainability-linked loans in Spain: a market trend becoming a standard, https://www.ibanet.org/ESG-and-sustainability-linked-loans-in-Spain.
[32] Law 10/2014 (2014), Law on the regulation, supervision and solvency of credit institutions, https://www.boe.es/buscar/act.php?id=BOE-A-2014-6726.
[28] Law 27/2014 (2014), Corporate Income Tax (Impuesto sobre Sociedades), https://www.boe.es/buscar/act.php?id=BOE-A-2014-12328.
[33] Law 27/2014 (2014), Corporate Income Tax (Impuesto sobre Sociedades), https://www.boe.es/buscar/pdf/2014/BOE-A-2014-12328-consolidado.pdf.
[25] Law 35/2006 (2006), Personal Income Tax and partially amending the Corporate Income Tax, Non-Resident Income Tax and Wealth Tax laws (del Impuesto sobre la Renta de las Personas Físicas y los Impuestos sobre Sociedades, sobre la Renta de no Residentes y sobre el Patrimonio), https://www.boe.es/buscar/act.php?id=BOE-A-2006-20764.
[34] Law 6/2023 (2023), Ley 6/2023, de 17 de marzo, de los Mercados de Valores y de los Servicios de Inversión, https://www.boe.es/buscar/doc.php?id=BOE-A-2023-7053.
[23] Loan Market Association (2024), Sustainable Lending Resources, https://www.lma.eu.com/sustainable-lending/resources.
[18] OECD (2024), Global Corporate Sustainability Report 2024, OECD Publishing, Paris, https://doi.org/10.1787/8416b635-en.
[8] OECD (2024), Global Debt Report, OECD Publishing, Paris, https://doi.org/10.1787/91844ea2-en.
[26] PwC (2023), Worldwide Tax Summaries: Spain, https://taxsummaries.pwc.com/spain/.
[17] Regulation (EU) 2023/2631 (2023), European Parliament, European Green Bonds and optional disclosures for bonds marketed as environmentally sustainable and for sustainability-linked bonds, https://eur-lex.europa.eu/eli/reg/2023/2631/oj.
[10] Renewables Now (2023), Acciona Energia secures EUR-750-million green loan, https://renewablesnow.com/news/acciona-energia-secures-eur-750-million-green-loan-841951/.
[30] Royal Legislative Decree 5/2004 (2004), Revised text of the Law on Non-Residents’ Income Tax, https://www.boe.es/buscar/pdf/2004/BOE-A-2004-4527-consolidado.pdf.
[27] State Tax Administration Agency (2023), Residence of natural and legal persons, https://sede.agenciatributaria.gob.es/Sede/en_gb/no-residentes/residencia-personas-fisicas-juridicas.html.
[31] State Tax Administration Agency (2023), Types of tax on the IRNR without a permanent establishment, https://sede.agenciatributaria.gob.es/Sede/no-residentes/irnr-sin-establecimiento-permanente/tipos-gravamen-irnr-sin-establecimiento-permanente.html.
[29] Taxand (2022), GLOBAL GUIDE TO M&A TAX 2022: Spain, https://www.taxand.com/wp-content/uploads/2022/07/Spain.pdf.
Note
Copy link to Note← 1. The IRNR is the income tax for non-residents (Impuesto sobre la Renta de no Residentes).