- 01
Investment agreements (IAs) serve as a hybrid financing model for Spanish developers, bridging the gap between equity and debt by granting investors shareholder-like rights without requiring immediate capital increases.
- 02
Unlike traditional bank loans, IAs replace fixed repayment schedules with returns tied directly to project profitability, often including conversion mechanisms that turn credit into equity if revenue targets are missed.
- 03
IAs typically structure capital as lump-sum or milestone-linked payments, with returns defined by a percentage of commercial revenues, such as a €100 investment targeting a €120 return.
- 04
Standard contractual protections in these agreements include profitability timeframes, capitalisation rights, confidentiality clauses, pre-emptive rights, and 'bad-leaver' provisions to mitigate risk for both parties.
- 05
Investors utilizing IAs gain significant influence over project governance, including voting, dividend, and information rights, despite not holding formal share capital.
- 06
This framework, authored by Pérez-Llorca and the Asociación Española de Videojuegos, provides a practical checklist and glossary to assist Spanish developers of all sizes with due diligence and contract drafting.