The Finnish capital markets, say some local practitioners, are not in a great state. The reason for this opinion is largely based on the quiet equity markets.
Although the country has seen some rights issues, most notably Cramo's €100 million rights issue which was announced in March 2011 and a series of mid-value issues, the capital markets have by and large been very quiet especially since the second half of 2010. "In my opinion markets are not so active, I give regular advice to managers of companies, but there have been no rights issue, or very few, and no IPOs," says one lawyer.
The simple reason, says another, is that "IPOs are not offering companies any benefit after the cost burden of structuring and corporate issues". Others explain that Finnish companies are either showing good balance sheets and good cash flows and have no need to raise capital, or are waiting on bank lending. There have been some listings on foreign exchanges, for example Ruuki Group's IPO on the LSE, but nothing locally.
The debt side has been a bit busier, with a number of bond issues and some activity on more sophisticated issuance such as hybrids, convertibles and covered bonds. A number of banks launched MTN programmes and completed issuances under them. One notable deal was Talvivaara Mining Company's €225 million convertible bond issue.
There is also some hope that Sweden's First North exchange for small - medium sized companies may come to Finland, and partners point to public M&A deals in the pipeline, increased activity in private equity and a growing interest in IPOs.
However, says a partner: "There is actually a lot of concern about the future of the Finnish capital markets, and whether everything will be centralising in Stockholm, especially now with the overhaul of the capital markets legislation pending." The partner adds: "The sad thing is that the market hasn't developed, it is actually a national problem. We are part of a group trying to reform the securities law and one of the tasks is to boost the capital markets: the capital market is not functioning as it should and the stock exchange is studying why this is the case."
A new Securities Markets Act is currently on the table with some quite significant proposed amendments especially relating to rules on how shares can be held (in a multi-tier ownership structure other than just direct ownership), otherwise called beneficial ownership, to bring legislation to par with the EU and decrease transactions costs. The amendments will not be in place until 2012 or 2013.
Hannes Snellman
Hannes is an all-round tier one firm in Finland. Clients give strong feedback and both Mikko Heinonen and Klaus Ilmonen are highly respected by competitors....
[more]
Hannes is an all-round tier one firm in Finland. Clients give strong feedback and both Mikko Heinonen and Klaus Ilmonen are highly respected by competitors. Ilmonen is recommended for his "practical approach [and] fairly good business-like model". "When we cannot make mistakes I go to them and I feel comfortable," says a client, "the quality of work is excellent."
According to another client: "They have a good team for capital markets, the best in Finland; they have a clearer view of the direction to take than others." A third client compliments the team's faithfulness to deadlines: "They try to do everything on time. They have a good project culture [and are] sensitive to how to organise a project timeline."
The firm, which handles a high volume of work, acted on two secondary offerings, for Suominen Corporation and Oral Hammaslääkärit, which both completed rights issues of €10 million. The firm reached outside the market to find more equity work and was engaged by Herbert Smith to advise on the Finnish aspects of Ruukki Group's IPO on the LSE in July 2010.
In the busier debt markets the firm assisted Ahlstrom as issuer of €100 million in 4.5% senior unsecured notes due in 2015 arranged by Nordea and Pohjola banks. Henrik Mattson led teams on two €10 billion debt programmes: an EMTN and covered bond programme for Nordea Bank and a covered bond programme for OP Mortgage Bank.
[hide]
Leading lawyers
Mikko Heinonen
Klaus IImonen
Jari Tukiainen
Roschier
Roschier is quite possibly the leading domestic firm for capital markets. "They are the biggest ones involved in most of the market," says a peer....
[more]
Roschier is quite possibly the leading domestic firm for capital markets. "They are the biggest ones involved in most of the market," says a peer. Leading lawyer Dimitrios Himonas was on sabbatical in 2011, picking a good time to take a break from a staid market.
Himonas and Paula Linna, along with Gunnar Westerlund, Manne Airaksinen and associate Mari Latikka featured on the firm's highlight mandates of 2010 -11.
The firm topped up the slow domestic market with a string of referrals from global firms on large equity and debt deals. In one of the larger transactions, Roschier worked with Latham & Watkins to advise Pohjola Corporate Finance and Handelsbanken Capital Markets as arrangers on the Finnish aspects of Cramo's €100 million rights offering.
The firm worked with Allen & Overy to advise Morgan Stanley as bookrunner on Solidium's sale of 53 million shares (a 19% stake) in Sponda to institutional investors through an accelerated book building process. The firm advised Citycon in a similar transaction, resulting in a €63 million share sale.
On the debt side, the firm worked again with Allen & Overy to assist the issuers, Sampo Housing Loan Bank and parent company Danske Bank, on a €1 billion issue under its medium term covered note programme (the notes were listed in Luxembourg) and on the issuance of €300 million of 4.25% fixed rate notes due in 2016 under Sampo's LSE listed note EMTN programme.
[hide]
Leading lawyers
Paula Linna
White & Case
White & Case is the undisputed market leader in Finland for capital markets, and Petri Haussila, head of the firm's global capital markets practice, is the king of the hill. "Market leader," says one peer, "all of us are far behind, they are undisputed leaders and Petri [Haussila] has an outstanding reputation....
[more]
White & Case is the undisputed market leader in Finland for capital markets, and Petri Haussila, head of the firm's global capital markets practice, is the king of the hill. "Market leader," says one peer, "all of us are far behind, they are undisputed leaders and Petri [Haussila] has an outstanding reputation."
Peers also comment that the firm's junior partners and associates, notably Mikko Hulkko (promoted to partner in 2011) and Petri Avikainen, play active roles on deals and do "a lot of the footwork".
In deals, the firm advised LSE listed Talvivaara Mining Company on a €225 million convertible bond offering, with JPMorgan Securities and Merrill Lynch International as managers. The issuance marks the first initially cash-settling convertible bond by a Finnish publically traded company.
The firm acted for Nordea Bank on the establishment of a $15 billion US MTN programme and a first $2.75 billion issuance within the programme made of three tranches comprising: unsubordinated notes due in 2014; floating rate unsubordinated notes due in 2014; and 4.8% unsubordinated notes due in 2021. The notes were listed on the LSE and sold in the US under Rule 144A.
The firm also completed a €47 million accelerated book-built offering of shares in Basware, with Nordea Bank as manager and Danske Markets (part of Danske Bank) and Jefferies International in the €50 million IPO of Zealand Pharma in Denmark. Other clients included Amer Sports and Turkish company Bizim Toptan.
[hide]
Leading lawyers
Petri Haussila
Castrén & Snellman
Castrén & Snellman has been the most active firm in the domestic capital markets in the 2010-2011 period, handling two share issues (coming second in the market) and four notes issues (topping the list).Merja Kivelä leads the team....
[more]
Castrén & Snellman has been the most active firm in the domestic capital markets in the 2010-2011 period, handling two share issues (coming second in the market) and four notes issues (topping the list).
Merja Kivelä leads the team. "Merja is the most active," says a peer, "a joy to work with", while another adds that the team is "very active in the domestic market, good people and good clientele, involved in many cases year on year". One client who instructed the firm on a bond issue says the firm "responds quickly to legal questions and they are honest and will tell you if you are not completely right". The client highly recommends Janne Lauha.
"We used them on two rights issues and a €100 million loan, they are nice to work with, quite practical, they don't see the legal agreement as a piece of art [above practical needs]," says a client. Another client compliments associates Thomas Landell and Joni Panilainen as "very good [and] pragmatic".
The firm was involved in all the country's private placements bar one. Led by Pekka Lehtinen, a team advised the lead arrangers and joint-bookrunners (including JPMorgan, Citibank London and RBS) on Sappi Group's €250 million and $350 million senior secured notes issuances, due in 2018 and 2021 respectively.
The firm also acted for Cramo alongside Weil Gotshal & Manges to advise on the Finnish aspects of its rights issue, in which it aims to raise €100 million to fund an expansion programme. The firm also acted on a €20 million share issue for Aspo and a large bond issue for Sponda. The latter involved a five-year senior unsecured bond mainly directed at Scandinavian institutional investors and a Helsinki listed €100 million five-year 4.3% senior unsecured notes issue.
The firm was also involved in Citycon's share issue, advising Kempen & Co alongside Stibbe and Herbert Smith, and Neste Oil's €300 million bond issue, advising the joint-lead managers.
[hide]
Leading lawyers
Merja Kivelä
Janne Lauha
Waselius & Wist
Waselius & Wist's capital market teams is led by Tarja Wist, "very talented [and] brilliant," according to one competitor. Wist is a prominent capital markets expert in the market, although there is mixed opinion, not in terms of quality but in activity....
[more]
Waselius & Wist's capital market teams is led by Tarja Wist, "very talented [and] brilliant," according to one competitor. Wist is a prominent capital markets expert in the market, although there is mixed opinion, not in terms of quality but in activity.
"Tarja is very active but in my view she is concentrating more on banking and working on the securitisations market," says one peer. The firm focuses on investment banks and bigger ticket cross-border work, which may account for the patchy feedback given that this has been the slowest part of the capital markets.
The firm acted primarily on the debt side, in notable cases advising Huhtamäki on the Issuance and listing on Nasdaq OMX Helsinki of a SKr 450 million (€49 million) floating rate unsecured bond and with Linklaters the arrangers, including Barclays Capital, Danske Bank, Commerzbank and Nordea Bank, on a €1.5 billion EMTN Programme by Fingrid listed on the LSE.
The firm advised the lead investor in GeoSentric's private placement on convertible bonds and helped JPMorgan update a structured products programme for the issuance of notes, warrants and certificates. Elsewhere, the firm advised Natixis on its €10 billion issuance programme and RBS in relation to some equity offerings.
[hide]
Leading lawyers
Lauri Peltola
Tarja Wist
Borenius Attorneys-at-law
Borenius Attorneys-at-law is best known in the market for it strong private equity (PE) clientele, corporate team and fund formation team led by Paulus Hidén.
In June 2011 it rebranded from Borenius & Kemppinen to Borenius Attorneys-at-law across all its offices in Finland, Estonia, Latvia and Lithuania....
[more]
Borenius Attorneys-at-law is best known in the market for it strong private equity (PE) clientele, corporate team and fund formation team led by Paulus Hidén.
In June 2011 it rebranded from Borenius & Kemppinen to Borenius Attorneys-at-law across all its offices in Finland, Estonia, Latvia and Lithuania.
The firm's presence in the capital markets is partly reliant on the activity of PE houses, of which there was little through 2010-11, and on equity and regulatory work. Ari-Pekka Saanio is the best known capital markets figure in the firm, while senior associate Antti Hemmilä also leads on some deals.
In recent deals, the firm advised PCK Group and Amanda Capital on their respective share issues. The former was for €20 million shares, roughly 10% of the entire share capital, targeted at domestic institutions with Pohjola Bank as arranger. The latter was a €14.5 million share issue as part of a capital raising exercise to finance an acquisition.
[hide]
Bird & Bird
Bird & Bird is best known for its corporate practice and the lead partners on capital markets transactions are corporate and M&A partners Matti Ylä-Mononen and Harri Hynninen. Consequently the firm is strongest placed for equity work and public M&A....
[more]
Bird & Bird is best known for its corporate practice and the lead partners on capital markets transactions are corporate and M&A partners Matti Ylä-Mononen and Harri Hynninen. Consequently the firm is strongest placed for equity work and public M&A.
Partners Kimmo Reina and Ella Mikkola also feature on the larger capital markets deals, while at a more junior level the firm has been cultivating strong connections to Nasdaq through senior associate Salla Tuominen.
In pure capital markets work, Reina and Tuominen advised Cencorp on a €24 million share issue to finance the acquisition of Savcor FAC followed up by a €3.3 million rights issue to raise capital.
[hide]
Leading lawyers
Matti Ylä-Mononen
Dittmar & Indrenius
Dittmar & Indrenius is slightly smaller than competitors however, says a peer, "when they are involved in a capital markets transactions they do it with skill and experience, it's just not that often".Anders Carlberg leads on most deals, often with the support of Juha-Pekka Mutanen, Jan Ollila and M&A senior associate Robin Nordblad (who is also a member of the New York bar and was recently recruited from Fried Frank Harris Shriver & Jacobson....
[more]
Dittmar & Indrenius is slightly smaller than competitors however, says a peer, "when they are involved in a capital markets transactions they do it with skill and experience, it's just not that often".
Anders Carlberg leads on most deals, often with the support of Juha-Pekka Mutanen, Jan Ollila and M&A senior associate Robin Nordblad (who is also a member of the New York bar and was recently recruited from Fried Frank Harris Shriver & Jacobson.
In 2010-11, the firm acted on a number of debt transactions, advising some confidential Finnish banking clients on one covered bond programme and a regional MTN programme.
Mutanen also provides regulatory and disclosure advice to domestic listed companies on a regular basis and international fund houses including PIMCO, Eaton Vance, Skandia, Mellon Funds and Pall Mall Investment Management.
[hide]
Leading lawyers
Anders Carlberg
Krogerus
Through 2010-11 Krogerus has somewhat reinvented its capital markets practice. The transactions are led by partners Päivi Toivari (who has a top reputation in banking), Mikko Mali and Kati Mattila....
[more]
Through 2010-11 Krogerus has somewhat reinvented its capital markets practice. The transactions are led by partners Päivi Toivari (who has a top reputation in banking), Mikko Mali and Kati Mattila. Head of M&A Mika Ståhlberg also turns his hand to equity transactions.
The firm made a couple of interesting additions to its team. Mårten Knuts joined in 2011 as specialist partner from Waselius & Wist; he is known for equity work, for being the only holder of a PhD on the topic of market manipulation and for his role advising the Icelandic government. The firm also hired senior associate Rami Salonen from White & Case, who already gets solid feedback from the market.
As one peer says: "It started with a private equity and M&A practice and built on this. It is quite a new development, they are very young but it is a good platform of talent to build on."
The firm recently advised Dong Energy as local counsel on a €700 million hybrid bond issue listed on the Luxembourg Stock Exchange and Premia Foods as local Finnish counsel on its IPO on the Nasdaq OMX Tallinn Stock Exchange (Estonia).
Toivari is active on regulatory work, among other things advising Mandatum Life Insurance on derivatives and structured notes issuances. In relation to acquisitions, the firm advised Cramo and HKScan on the securities law aspects of on their respective share issues and acquisition of German-based Theisen Baumaschinen and Danish poultry company Rose Poultry.
Knuts was busy advising Iceland's Special Prosecutor's Office in its investigations relating to alleged market abuse conducted by Kaupthing and Landsbanki in their proprietary trading in the period 2005-08.
[hide]
Leading lawyers
Päivi Toivari
Merilampi
Merilampi has some clout in the capital markets thanks in part to its close ties with Finnish industry and strength on the domestic market.The firm advised on one of the big capital markets deals in Finland for Neste Oil Corporation, a refining and marketing company concentrating on low-emission, high-quality fuels with a turnover of about €9....
[more]
Merilampi has some clout in the capital markets thanks in part to its close ties with Finnish industry and strength on the domestic market.
The firm advised on one of the big capital markets deals in Finland for Neste Oil Corporation, a refining and marketing company concentrating on low-emission, high-quality fuels with a turnover of about €9.6 billion. In July 2010 it advised the company on a €300 million 4.8% five-year bond issue. The bond, allocated to over 130 investors and listed on the Helsinki Stock Exchange, was over-subscribed.
[hide]
Other notable - Juridia Attorneys-at-law
Juridia Attorneys-at-law provides capital markets advice largely through Mika Taberman and often in connection with a corporate transaction (for example restructurings as has been the case over the past year) or in relation to mid-sized capital raisings.
There were some interesting deals recently....
[more]
Juridia Attorneys-at-law provides capital markets advice largely through Mika Taberman and often in connection with a corporate transaction (for example restructurings as has been the case over the past year) or in relation to mid-sized capital raisings.
There were some interesting deals recently. The firm advised Ruuki Group on the Finnish aspects of a £37 million tender offer to acquire the share capital of London Aim listed Chromex Mining. The firm also advised the board of directors of Ruuki on the Finnish aspects of the company's cross listing to the premium segment of the Official List on the LSE.
[hide]
Leading lawyers
Mika Taberman
Other notable - Bützow Attorneys
Bützow Attorneys gets some good feedback for smaller domestic capital markets work and through 2010-2011 it handled a number of small rights issues. One client recommends the firm as "very practical"....
[more]
Bützow Attorneys gets some good feedback for smaller domestic capital markets work and through 2010-2011 it handled a number of small rights issues. One client recommends the firm as "very practical".
[hide]
Other notable - Peltonen LMR
On September 1 2011 LMR and Peltonen Ruokonen & Itäinen Attorneys-at-law merged to form Peltonen LMR. LMR itself used to be ranked in tier four for capital markets and only time will tell where the new firm will go....
[more]
On September 1 2011 LMR and Peltonen Ruokonen & Itäinen Attorneys-at-law merged to form Peltonen LMR. LMR itself used to be ranked in tier four for capital markets and only time will tell where the new firm will go.
In legacy LMR, Antti Niemi handled the bulk of the firm's capital markets work, with the support of partner Ilona Teräkivi, senior counsel Heikki Koponen and associate Ville Kulju.
LMR was relatively active on the regulatory side of the markets, and recently advised on a French bank on the on the capacity of Finnish investment funds to enter into repurchase transactions and close-out netting provisions, several Finnish institutions on ISDA master agreements and another French bank on filing Ucits (Undertakings for Collective Investment in Transferable Securities) funds in the Finnish Finance Supervision Authority
[hide]