Pronovias agrees sale to Cap Capital

Madrid – Only a few procedural formalities remain before the bridal fashion group Pronovias officially files for insolvency. Following this, and barring any last-minute surprises, the Commercial Court No. 9 of Barcelona will approve its sale to the British investment group Cap Capital.

Confirming information previously reported by FashionUnited in early April, the latest updates reveal progress in the pre-pack insolvency proceedings requested by Pronovias' current owners, private equity firms Bain Capital and Clearlake. FTI Consulting, the professional services firm appointed by Barcelona's Commercial Court No. 9 as the independent expert for this initial phase, has submitted its resolution report to the court. This follows an evaluation of the various offers received in recent months for the purchase of Pronovias. Initially, the prominent bids were from the US fund Enduring Ventures and the Barcelona-based fashion group Desigual, owned by entrepreneur Thomas Meyer. However, FTI Consulting ultimately selected the offer submitted by the British investment group Cap Capital for the acquisition of Pronovias.

Several factors influenced FTI Consulting's decision to favour Cap Capital's last-minute offer. Cap Capital had initially hoped to secure a traditional acquisition outside the pre-pack process. Among the three main proposals, its bid assumed the most company debt and pledged to retain the highest number of jobs. Specifically, according to figures reported by the generalist publication La Vanguardia, Desigual's offer proposed preserving up to 200 of Pronovias Group's current 600 employees. Enduring's offer aimed to keep around 400 employees, while Cap Capital committed to retaining 552 workers. Given this commitment to job preservation, it is not surprising that the British investment group's offer was the most favoured by Pronovias' employees. They expressed their support for the sale to Cap Capital in staff assemblies, the minutes of which FTI Consulting will also forward to the court.

Insolvency and award to Cap Capital

Following FTI's selection of Cap Capital's offer, a choice now confirmed by Pronovias' management, the professional services firm submitted its resolution report to Barcelona's Commercial Court No. 9 last Wednesday, as reported by business publication El Economista. The report recommends the sale of Pronovias to the British investment group. Following this recommendation, Pronovias and FTI are finalising the necessary documentation for the bridal fashion company to officially file for insolvency, which is expected to happen this week.

As part of this required procedural step, following the report's submission and alongside the insolvency filing, the court will be asked to validate FTI's proposal and approve the sale of Pronovias and its production unit to Cap Capital. The court is expected to authorise this request within one to four weeks. After authorisation, the British investment group will finalise the acquisition of Pronovias. This will add the bridal fashion group to a portfolio of industrial companies previously separate from the fashion and textile sectors. Cap Capital's active investments are focused on robotics; artificial intelligence; aeronautics; energy; and telecommunications, through companies such as Neux, Valtenor, TS Mart, and Kivnon, a Spanish industrial robotics company specialising in logistics automation solutions.

Restructuring process

Founded in Barcelona by Alberto Palatchi, Pronovias was sold in 2017 to the British private equity fund BC Partners. This transaction is widely cited as the origin of the financial pressures the company later experienced, which were exacerbated by the disruption from the coronavirus pandemic. This ultimately led to the company being taken over in 2022 by private equity firms Bain Capital and MV Credit—the latter was acquired in September 2024 by the US firm Clearlake—.

Following that transaction, which was completed through a debt recapitalisation process that gave Bain Capital and MV Credit control and ownership of Pronovias, the private equity firms have injected over 135 million euros into the company. This was an attempt to relaunch it and recover business lost after the pandemic. These efforts have not fully materialised on a business level. Pronovias closed its last financial year in 2025 with annual sales of approximately 88 million euros (a 15.38 percent year-over-year decrease) and a negative EBITDA of -9 million euros. These figures are a far cry from the 160.6 million euros in sales and the positive EBITDA of 43.3 million euros the company reported in 2019. For 2026, Pronovias forecasts sales of around 79 million euros (a 10.22 percent decrease) but expects a positive EBITDA of approximately 8 million euros.

To support and accelerate this recovery, Cap Capital, as the new owner of Pronovias, plans to implement a carefully considered relaunch plan. This plan will be based on a strategic restructuring of its operational framework and business model. Cap Capital has an operational headquarters and its own team in Spain, and its advisory board includes figures such as Rafael Catalá, Spain's minister of justice from 2014 to 2018, and Miguel Garrido de la Cierva, president of the Madrid employers' association CEIM. The roadmap requires an initial capital injection of around 20 million euros from Cap Capital. The first step in this process would be to completely adjust Pronovias' own retail network, which currently consists of 53 stores. These points-of-sale generate a significant portion of the operating expenses that could be trimmed from the fashion group's balance sheets. The British investment group considers the current number of stores to be far greater than what the company needs to operate.

To address this perceived "oversizing" of its store network, Cap Capital's intentions, as reported by market sources to La Vanguardia, are for the "new Pronovias" to retain only its operational stores in Europe out of the 53 total. This includes the approximately 26 stores the company has in Spain. For stores in other markets and regions, the investment group's preference is for them to cease operating under Pronovias' direct management. However, it has not been ruled out that some may remain as part of its own store network, or that agreements could be reached for them to stay open under the Pronovias brand but managed by a business partner. These issues are not expected to interfere with the employment commitment made by Cap Capital, which has pledged to preserve the jobs of 552 of the bridal fashion group's current 600 employees.

This article was translated to English using an AI tool.

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