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, and together with our Corporate Advisory, Banking & Finance and Tax practices, we are able to help clients in their preparations for listing well in advance.

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, including advice on disclosure and insider rules. Our Financial Institutions and Regulation work is closely connected to our Capital Markets practice’s transactional work.

Chambers Europe | 2020
“Very service-minded, focused on finding solutions and interested in getting the deal done.”

 

Chambers Europe | 2019
Highly appreciated for its drive to support its clients in a solution-oriented and service-minded fashion.”

Many of our assignments have a cross-border element, and we work closely with top law firms located in London, New York and the other Nordic countries. 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 top ranked by all leading legal directories, such as IFLR1000 (in both equity and debt capital markets since the inception of this division in the 2020 edition), the Legal 500, Chambers Global and Chambers Europe.

IFLR1000 | 2019

“It provides very good services to the client in a very fast way and always with a very good business view.”

 

IFLR1000 | 2020

“They provide excellent advice and I believe they are among the strongest players in the capital markets law field in Helsinki. Good know-how of regulation and further understanding of investment banks procedures and market practice in Finland.”

 

Legal 500 | 2019

“Very responsive and helpful practice.”

Equity Capital Markets and Public M&A Transactions

In equity capital markets and public M&A transactions, we have particular experience in IPOs, public tender offers and accelerated bookbuildings. The latest years have also included a number of dual track projects, where our seamless co-operation with our M&A and Private Equity practice has brought synergies to both sides of the exit process.

 

Legal 500 | 2019

Noted for its ‘strong equity capital markets (ECM) background.’

Initial Public Offerings

We have a solid market share of the Finnish IPOs completed since 2015, having acted as either the issuer’s, selling shareholders’ or the underwriters’ counsel in 21 IPOs completed between 2015 and 2019, which means that we have been involved in roughly 40% of the Nasdaq Helsinki listings in the last four years. Our success has had a number of high-profile and novel transactions, including the largest IPO of the millennia in Finland as well as the first privatisation of the Finnish state in 20 years.

IFLR1000 | 2018

“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.”

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

  • Advised the joint global coordinators on Musti Group Plc’s EUR 182 million Nasdaq Helsinki main market IPO (2020).
  • Advised EAB Group Plc on its listing on Nasdaq Helsinki main market (2019).
  • Advised LeadDesk Plc on its EUR 6 million Nasdaq Helsinki First North IPO (2019).
  • Advised Oma Savings Bank Plc on its EUR 35 million Nasdaq Helsinki main market IPO (2018).
  • Advised Fellow Finance Plc on its EUR 20 million Nasdaq Helsinki First North IPO (2018).
  • Advised Nixu Corporation on its listing on Nasdaq Helsinki main market (2018).
  • Advised the joint global coordinator and bookrunner on VMP Plc’s EUR 34 million Nasdaq Helsinki First North IPO (2018).
  • Advised State of Finland as the sole seller on the EUR 172.5 million the Initial Public Offering of Altia Plc (2018).
  • Advised Harvia Plc on its EUR 58 million Nasdaq Helsinki main market IPO (2018).
  • Advised Gofore Plc on its EUR 21 million Nasdaq Helsinki First North IPO (2017).
  • Advised the joint global coordinators and joint bookrunners on Terveystalo Plc’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).

IFLR1000 | 2018

“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.”

Public Tender Offers

The Finnish market has seen a lot of activity in public tender offers within the latest years. While in general the market practice seems to follow a rather uniform procedure, we have seen examples with long preparation times and complex negotiations, for example, on combination agreements or transaction funding. We have experience from representing both the bidders and the targets as well as financiers, and in addition to pending transactions, we have recently worked on the following public tender offers:

  • Advised the board of Yleiselektroniikka Oyj on the acquisition of Machinery Group Oy from the common main owner Preato Capital AB (2020).
  • Advised Nasdaq Helsinki listed Yleiselektroniikka Oyj in connection with the mandatory public tender offer by Preato Capital AB (2019).
  • Advised Barclays and Nordea as the lenders on CVC’s  (Mehiläinen) add-on take private acquisition of Pihlajalinna (2019).
  • Advised Morgan Stanley and Goldman Sachs as financiers of EVRY in the Tieto-EVRY merger (2019).
  • Advised Nordea in the Metso Outotec combination as the arranger of EUR 1.55 billion back-up facilities for Metso in addition to advising Nordea as the financial advisor to Outotec (2019).
  • Advised Deutsche Bank as the arranger of the EUR 1.5 billion bridge financing for Ramirent Plc’s takeover by Loxam S.A.S. (2019).
  • Advised 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).

 

Accelerated Book-buildings and Share Issues

Especially since the change in prospectus regulation in 2017, which allows a listing of up to 20 per cent of newly issued shares without a prospectus, an issue of new shares through an accelerated book-building has become an appealing option for several listed companies. In addition, the sale of remaining shares from a previous owner is often a step that is in the books eventually after an IPO. Accelerated book-buildings are very sensitive to market conditions, and therefore it is advisable to have everything prepared in advance, to be able to enter the markets when the time is right.

  • Advised Helsinki Deaconess Institute Foundation sr in the sale of its remaining shares in Terveystalo Plc (2019).
  • Advised Intera Partners Oy on an accelerated book-building concerning part of its shares in NoHo Partners Plc (2019).
  • Advised CapMan Buyout X Fund A L.P and CapMan Buyout X Fund B Ky in the sale of their remaining shares in Harvia Plc (2019).
  • Advised EAB Group Plc on the accelerated book-building of its newly issued shares and secondary shares (2018).
  • Advised Nixu Corporation on the accelerated book-building of its newly issued shares (2017).
  • Advised Robit Plc on the accelerated book-building of its newly issued shares and secondary shares (2017).
  • 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).

Chambers Europe | 2019

“Highly qualified staff” and “fantastic service attitude.”

Debt Capital Markets

In debt capital markets, we have recent experience from a broad range of instruments, including high-yield bonds, hybrid bonds, covered bonds and even one green bond, in addition to a number of senior issuances. Consent solicitation and tender offer processes have also been recent features of the domestic bond market. All of our debt capital markets projects combine experts from our Banking & Finance and Capital Markets practices, and we have worked on the following recent debt capital markets transactions, among others:

  • Advised Oma Savings Bank Plc on its EUR 250 million covered bond issue (2020).
  • Advised Havator Group Oy on its EUR 29 million bond refinancing (2020).
  • Advised Danske Mortgage Bank Plc on its EUR 10 billion covered bond programme (2019).
  • Advised Citycon Oyj on its EUR 350 million green hybrid bond and tender offer of certain existing EUR and NOK bonds (2019).
  • Advised Oma Savings Bank Plc on its EUR 300 million issuance under the covered bond programme (2019).
  • Advised Consti Group Plc on its EUR 3 million hybrid bond issue (2019).
  • Advised University Properties of Finland Ltd on the issuance of its inaugural EUR 100 million green bond (2018).
  • Advised the Y-Foundation on its EUR 75 million senior unsecured bond issue (2018).
  • Advised in the issuance of EUR 82 million multi-issuer bond guaranteed by Garantia Insurance Company (2018).
  • Advised Tieto Corporation on its EUR 100 million notes issue (2018).
  • Advised Danske Bank A/S, Finland Branch as the lead manager and sole bookrunner on Keilaniemen kiinteistökehitys Oy’s EUR 100 million senior secured bond issue (2018).
  • Advised Oma Savings Bank Plc on its EUR 1.5 billion senior unsecured and covered bond programme and an issue of EUR 250 million covered bond (2017).
  • Advised Nordea, OP, SEB and Swedbank as Joint Lead Managers on Meracada Oy’s Senior Secured Bond and Bank Loan (2017).
  • Advised Handelsbanken and Nordea as Joint Lead Managers on EUR 85 million Suominen Corporation’s Guaranteed Bond issue and Nordea as Consent Solicitation Agent on Suominen Corporation’s Consent Solicitation (2017).
  • Advised Danske and Nordea as managers on Lemminkäinen Corporation’s consent solicitation process (2017).
  • Advised Citycon Oyj on its EUR 1.5 billion EMTN programme (2017).
  • Advised Oma Savings Bank Plc on its EUR 125 million senior notes issue (2017).
  • Advised Versowood Oy on its EUR 22 million hybrid bond issue (2017).
  • Advised 4finance Group on multiple EUR, USD and SEK denominated high-yield bonds (2014–2017).

IFLR1000 | 2020 Debt Capital Markets
“Very smooth cooperation, timely responses and a high level of drafting.”
“Highly professional law services and excellent client service.”