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Capital Markets

Borenius assists shareholders, issuers, underwriters and arrangers in all equity and debt securities offerings, from IPOs and listings to tender offers and high-yield bonds. Our Capital Markets team also provides clients with legal advice and analysis about the option of a future listing.

We advise issuers and shareholders in complex secondary market transactions, as well as offerings that are often part of a larger restructuring, acquisition or financing arrangement. Our lawyers offer crucial day-to-day advice to listed companies and their shareholders and managers on the many facets of securities law.

I have worked with the capital markets group at Borenius, says one international partner. They are great; very responsive, helpful, proactive and user friendly. They are certainly the go to practice.
– IFLR1000, 2016 –

Many of our assignments have a cross-border element. We have advised about plans for dual listings or listings and securities offerings by Finnish entities on foreign markets. Securities market regulations are in constant flux and evolving at an increasing pace. Our team stays abreast of developments in Finland and globally, and we maintain close contact with domestic and international participants in capital market transactions. We have dual-qualified (Finland and New York) capital markets attorneys resident at our Helsinki and New York offices. We are also highly ranked by all leading legal directories, such as IFLR1000, Legal 500, Chambers Global, Chambers Europe and the Best Lawyers.

The capital markets team has to be considered among the strongest in Finland, with a solid share of the IPO market and representation on the few high-yield and hybrid bonds issued in the country.
– IFLR1000, 2017-

Whether it’s an HR issue or an IPO, the firm always has an expert to jump straight in and deal with the issue.
– Chambers Europe, 2016 – 

Equity Capital Markets

In equity capital markets and public M&A transactions, we have particular experience in IPOs, public tender offers and accelerated bookbuildings.

Initial Public Offerings

We had a record-breaking 50% market share of the Finnish IPOs completed in 2015 having acted as the issuer’s counsel in 6 out of the 12 IPOs completed in 2015. In 2015 our 50% market share of the IPO volume also corresponded to a similar market share in IPO value when calculated using the aggregate market capitalization of the 12 companies listed in Finland in 2015 (value at listing). Our success in 2016 IPOs continued with high-profile and novel transactions, putting us again at the top spot in 2016.

Borenius consistently provides top-level work. They are always available and very easy to work with. I have worked a lot with Borenius, very much enjoy our cooperation and expect to continue to work with them.
– IFLR1000, 2018-

We have recently advised on the following completed initial public offerings:

  • Advised the joint global coordinators and joint bookrunners on Terveystalo Oyj’s Nasdaq Helsinki main market EUR 876 million IPO, the second largest Finnish IPO ever (2017).
  • Advised the joint global coordinator and joint bookrunners on Silmäasema Oyj’s Nasdaq Helsinki main market EUR 65 million IPO (2017).
  • Advised Robit Plc on its listing on Nasdaq Helsinki main market EUR 70 million IPO (2017).
  • Advised the joint global coordinators and joint bookrunners on DNA Plc’s EUR 474 million IPO (2016).
  • Advised the joint global coordinators and joint bookrunners on the EUR 2.1 billion Nasdaq Copenhagen IPO of Nets A/S (2016).
  • Advised Siili Solutions Plc on its Nasdaq Helsinki main market EUR 5 million IPO (2016).
  • Advised Taaleri Plc on its listing on Nasdaq Helsinki main market (2016).
  • Advised Consti Group Plc on its NASDAQ OMX Helsinki EUR 44 million IPO (2015).
  • Advised Evli Bank Plc on its NASDAQ OMX Helsinki EUR 15 million IPO (2015).
  • Advised Elite Asset Management Plc on its NASDAQ OMX Helsinki First North EUR 15 million IPO (2015).
  • Advised Talenom Plc on its NASDAQ OMX Helsinki First North EUR 20 million IPO (2015).
  • Advised Robit Plc on its NASDAQ OMX Helsinki First North EUR 60 million IPO (2015).
  • Advised Detection Technology Plc on its NASDAQ OMX Helsinki First North EUR 39 million IPO (2015).
  • Advised Leipurin Plc on its NASDAQ OMX Helsinki IPO (the IPO was suspended after launch due to market conditions) (2014).

Public Tender Offers

We have worked on the following recent public tender offers:

  • Advising Nasdaq Helsinki listed PKC Group Plc as target in connection with the EUR 547 million recommended tender offer by Motherson Sumi Systems Limited (2017).
  • Advised CapMan Plc as offeror in connection with the successful EUR 118 million tender offer of Norvestia Plc, a share exchange deal between two Nasdaq Helsinki listed companies (2016).
  • Advised Madison Dearborn Partners as offeror in connection with the successful EUR 315 million tender offer of Powerflute Oyj, a Finnish company listed on the AIM list of the London Stock Exchange (2016).

“The corporate and finance teams at Borenius did a remarkable job for us in connection with a difficult cross-border going-private transaction without specific precedent in the marketplace. Their ability to give practical, commercial advice was key to achieving the client’s objectives.”
– IFLR1000, 2018-

Accelerated Bookbuildings and Share Issues

  • Advised Intera Partners Ltd on an accelerated book-building concerning its remaining shares in Consti Group Plc (2016).
  • Advised Scanfil Plc on an accelerated book-building of its newly issued shares (2016).
  • Advised Taaleri Plc on its directed share issue to finance part of its acquisition of Garantia Insurance Company (2015).
  • Advised Orava Residential REIT plc on a directed share issue and convertible note issue (private placement) (2014).

The transaction was successful and we were on time, as everything was handled properly.
– Chambers Europe, 2016 –

Debt Capital Markets

In debt capital markets we have particular experience in high-yield bonds, and thanks to our leading private equity and banking practices, we have worked on the following recent debt capital markets transactions, among others:

  • Advised Citycon Oyj on its EUR 1.5 billion EMTN programme (2017).
  • Advised Oma Säästöpankki Oyj on its EUR 125 million senior notes issue (2017).
  • Advised Versowood Oy on its EUR 22 million hybrid bond issue (2017).
  • Advised Taaleri Plc on its EUR 70 million debt issuance programme and the issuance of EUR 35 million notes under the programme (2016).
  • Advised 4finance Group on multiple EUR, USD and SEK denominated high-yield bonds (2014–2016).
  • Advised Citycon Oyj on its EUR 350 million Eurobond offering (2016).
  • Advised Danske Bank Plc and the Arrangers BNP Paribas and Danske Bank A/S on the EUR 10 billion EMTN and covered bond programme (2016).
  • Advised Aspo Plc on its EUR 25 million hybrid bond (2016).
  • Advised Handelsbanken on City of Turku’s EUR 50 million municipality bond (2016).
  • Advised Danske, Nordea and Pohjola as arrangers on SRV Plc’s EUR 45 million hybrid bond (2016).
  • Advised Myllyn Paras Ltd on its EUR 15 million hybrid bond (2015).
  • Advised Nokian Tyres plc on a partial tender offer of its EUR 150 million bond (2015).
  • Advised Func Food Group and Sentica Partners in relation to a EUR 38 million high-yield bond (2015).
  • Advised Nordea and Pohjola, as coordinators and lead managers on the EUR 250 million senior secured high-yield notes issue by Outokumpu Corporation (2014).
  • Advised Nordea and Pohjola, as joint lead managers and bookrunners on Suominen Corporation’s EUR 75 million senior guaranteed high-yield bond (2014).
  • Advised Elematic Oy Ab on its EUR 35 million senior secured high yield bond (2014).
  • Advised Danske Bank and Nordea, as lead managers on St1 Nordic Corporation’s EUR 100 million senior guaranteed high-yield bond (2014).
  • Advised Paroc Group Oy in connection with an offering of EUR 430 million senior secured high-yield notes to international investors. This transaction was shortlisted in March 2015 as one of the top three European-level deals at The Lawyer European Awards 2015 in the “European Banking & Finance Deal of the Year” category (2014).
  • Advised Taaleri Plc on its EUR 30 million notes issue (2014).

“I have worked with all the major firms in Finland. I would say that Borenius is one of the best.”
– IFLR1000, 2018-