IBR – Independent Business Review
In corporate finance, especially when the environment is demanding or the debt structure is complex, the difference between moving forward and getting stuck often depends on one very specific element: the technical credibility of the business plan and future liquidity. In Spain, that credibility has increasingly been channelled, quite naturally, into a tool that is becoming more and more common in debt transactions: the IBR (Independent Business Review).
An IBR is, in essence, an independent validation of the business. But in market practice it is much more than that. It has become a document that aligns the company, banks and funds; the basis on which realistic amortisation schedules are designed; and the reference point used to calibrate covenants that control risk without choking day-to-day operations.
For companies seeking a refinancing, an increase in working-capital facilities or a private debt solution, an IBR can be the factor that unlocks an internal committee and accelerates closing.
In this article we analyse what an IBR is, how it is used in Spain in bank refinancing and private debt, what a robust transaction-oriented report should contain, and how to prepare it to maximise the probability of success.
What is an IBR and why it has become key in corporate finance
An Independent Business Review is a report prepared by an independent external adviser that assesses, in an integrated manner, the company’s current position and, above all, its future capacity to support a reasonable and sustainable debt structure. It is not an analysis limited to historical EBITDA. The real focus of an IBR is operational viability and cash generation under defensible assumptions.
From a decision-making standpoint, a strong IBR answers four questions that underpin any risk or investment committee:
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Whether the business is viable from an operational and competitive perspective.
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Whether the company measures its economic reality correctly through reliable and consistent financial information.
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Whether management’s plan is executable in terms of resources, timetable and real levers.
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Whether future debt fits the expected cash generation, with a reasonable buffer against underperformance.
Its importance has grown as the market itself has evolved. A broader creditor base, the rise of hybrid structures and greater scenario-analysis requirements have increased the value of a “neutral source”. In practice, the IBR reduces information asymmetry, organises the diagnosis and creates a common technical basis for negotiating terms without relying on subjective perceptions.
IBR in bank refinancing in Spain
In Spain, the IBR operates as a widely recognised market practice in refinancing transactions. There is no single prescribed regulatory format, but there is a recurring logic: when perceived risk increases or there are multiple material creditors, the IBR provides the technical framework to redesign the debt.
In a typical refinancing, the process usually starts by defining scope and time horizon, which typically sits between three and five years. The weight given to short-term liquidity analysis is also agreed, which is decisive when maturities are near-term or there is working-capital pressure.
From a governance perspective, especially in syndicated contexts or where several key banks are involved, the IBR helps structure an orderly information channel and anchors negotiations to a shared technical baseline.
In terms of deal terms, the IBR is used to support three critical decisions:
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Redesigning the amortisation schedule in line with the business’s expected recovery curve.
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Sizing working-capital lines to genuine operational needs, avoiding both underfunding and liquidity granted without an economic rationale.
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Calibrating covenants which must protect the creditor whilst reflecting the operating cycle, thereby reducing the risk of premature breaches driven by market “noise”.
When properly built, the refinancing stops being a purely defensive exercise and becomes a sustainable solution with clear monitoring metrics and an actionable risk map.
IBR and private debt in Spain
The second area where the IBR has gained traction is corporate financing through private debt. Direct lending funds, unitranche lenders and special situations strategies operate with more flexible structures than traditional banks, but with very intense analytical discipline. In that context, the IBR is used to validate the risk thesis and to design contractual and operational protections consistent with the plan’s potential volatility.
Here, the report typically incorporates a high level of sensitivity analysis. A base-case view of growth or stabilisation is not enough. The business’s resilience is tested under conservative scenarios, delays in execution or additional working-capital strain. The IBR’s transactional utility is obvious: it helps define an appropriate funding quantum, the price of risk and the post-closing control mechanisms, including operational milestones or enhanced reporting metrics.
In an increasingly active Spanish market for alternative debt solutions, the IBR acts as a bridge between management’s view and the fund’s investment standards. Its impact shows up in structuring decisions, not only in approval.
What a transaction-oriented IBR should include
While the exact scope varies by sector and transaction, an IBR that is genuinely useful for refinancing and private debt typically covers five essential blocks:
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Business model analysis focused on real cash drivers. The IBR must explain which variables move margin, volume and cash conversion capacity. It should also identify where the model could break under reasonable market stress. The more causal this analysis is, the higher its value for structuring financing.
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Review of financial information quality. The market penalises inconsistency between statutory accounts, management reporting and actual cash. A solid IBR analyses data traceability, normalises results where appropriate and validates the company’s internal control over its key metrics.
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Liquidity and working capital. In many debt transactions, this section is decisive. The ability to explain and project working capital, seasonality and the cash conversion cycle is often what differentiates a viable financing from an excessively risky one.
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Validation of management’s plan. The IBR reviews commercial assumptions, pricing, efficiency and investment. The objective is not to reduce ambition by default, but to determine what is structurally defensible, what depends on timing that is hard to control, and which levers should be prioritised to improve execution probability.
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Scenario analysis and direct linkage to the debt structure. In a transaction-oriented IBR, scenarios are not a formality. They are the basis for designing realistic covenants and for setting amortisation schedules that remain serviceable even with moderate deviations from plan. The report should conclude with a clear view on sustainable leverage and the minimum conditions for financial continuity.
How to prepare an IBR process to maximise the probability of success
From the company’s perspective, three workstreams tend to materially increase the value of the IBR and accelerate closing:
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Put the information in order from day one. When data is consistent and the operational explanation is well articulated, the IBR becomes a validation and fine-tuning exercise. When information is fragmented, the report turns into an urgent, informal audit that slows negotiations.
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Build a plan that is defensible in logic and granularity. A refinancing bank or a fund does not need a perfect plan. It needs a plan grounded in real levers, with explainable margin and volume assumptions and an explicit view on the minimum CAPEX required to preserve competitiveness.
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Treat liquidity management as the central axis of the story. In debt transactions, the short term drives outcomes. A plan with a strong strategic narrative but no precise read of monthly cash, seasonality and working-capital needs typically loses traction at the risk committee.
How we deliver an IBR at Maraz Corporate Finance
At Maraz we specialise in financing and in corporate restructurings and refinancings, and we treat the IBR as a transaction tool. The aim is for the process to improve bankability, reduce unnecessary iterations and create a robust technical base to design sustainable terms.
Our approach typically begins with a rapid diagnosis of the situation and market priorities. We identify the points most likely to concentrate banks’ or funds’ attention and structure the plan around those critical questions. From there, we strengthen the information perimeter and the financial model, ensuring coherence between the business, the profit and loss account and cash.
We also work on the robustness of the business plan before it is submitted to independent review. This includes reviewing commercial assumptions, sharpening the pricing narrative, aligning investment with real liquidity constraints and building conservative scenarios that anticipate committee logic. In transactions with multiple creditors or informational stress, we help structure process governance to reduce noise and speed up decision-making.
Finally, we translate conclusions into a financeable proposal. The IBR’s usefulness becomes tangible when it turns into a viable amortisation schedule, a covenant design aligned with operational reality, and a working-capital structure sized with precision.
Conclusion
In Spain, the IBR has consolidated as a critical tool in two clearly transaction-driven contexts: corporate refinancing and private debt solutions. Its value is not only its independence. It lies in its ability to connect business, liquidity and debt within a framework that committees can approve and companies can comply with.
For the company, a well-prepared IBR strengthens negotiating position, reduces uncertainty and allows terms to be discussed on the basis of coherent data and scenarios. For banks and funds, it brings analytical discipline and a common decision baseline. In a market where capital demands clarity, the IBR has become a particularly effective language for building trust and closing sustainable transactions.
Javier de Rojas Roca de Togores
Partner - Maraz Corporate Finance
