Energy and infrastructure
Though perhaps smaller in size and scope than some of their neighbours, the Baltic nations have had a solid year for energy and infrastructure projects. There are several large-scale regional projects that draw on expertise from all the countries alongside several local matters, associated with the idiosyncratic nature of the individual markets.
As one partner puts it: “Estonia is the most passive, Lithuania is very vibrant and Latvia is in a state where it is underdeveloped and there are a lot of opportunities there.”
One of the most significant recent developments has been the regional desire to move away from a dependence on Russian gas. As one partner says: “The general situation in Russia is having an impact on everything with any connections to Russia.” That strategic decision has manifested itself in different ways in different countries.
For example, the Finnish and Estonian authorities signed an agreement in 2014 agreeing to the construction of two LNG terminals to be built either side of the Gulf of Finland and connected by a pipeline under the sea. It is hoped this project could be in operation by 2019 and is likely to be an area of increasing work in 2015.
In Lithuania, the decision has most notably been seen in the completion of the Klaipėda LNG floating storage and regasification unit (FSRU) terminal, which went online in December 2014 and could deliver much of Lithuania’s – and possibly even Latvia’s – future gas needs. At a cost of more than €100 million this is a major project for the country and represents one the most significant regional developments seen in recent years.
Outside of Russian concerns, however, there are a number of other large-scale, pan-Baltic developments taking place, one example being Rail Baltica. This more-than-€4 billion project is part of the EU’s Ten-T Europe-wide transport infrastructure building programme. It is seeking to connect Tallinn to Berlin with a continuous rail link running from the Estonian capital, through Riga and Lithuania – notably bypassing Kaliningrad and Belarus where there are existing Lithuania-Poland rail links – and on to Warsaw, and eventually Berlin from there. There are also plans envisaged to create an undersea tunnel beneath the Gulf of Finland from Tallinn to extend the line to Helsinki, though this is not part of the initial project.
Domestically, there are a couple of big energy projects in Lithuania that stand out. One is the under-construction LitPol Link, the 1000MW electricity link between the Baltic transmission system and the synchronous grid of Continental Europe. The other is the development of the Visaginas Nuclear Power Plant in the east of the country
In Latvia, there has been some recent development seen on the infrastructure side with the continuing development of Riga International Airport. Law firms also talk about the possible development of the nation’s road system, though there has not been any recent indication when, or if, that will take place.
There is concern at the lack of development in the energy space in Latvia, though some partners are confident it will develop soon. “For renewables, the whole support system has been stopped until the market picks up,” says one. “It didn’t happen last year but the hope is that it will happen again this year. Nonetheless, there are market participants eager to start without support.”
The Estonian market is by far the smallest of the three Baltic countries’, and there is a concern among some that the size of the market is not attractive enough to foreign companies.
“Strategic investors who entered our market in the 1990s are leaving Estonia,” says one partner. “The one positive thing is there is some local capital replacing them, but there are a lot of concerns.”
Oil shale remains an important part of the Estonian energy market. The country is one of the most sophisticated oil shale producers in the world, and one of the few truly developed global centres with two of the world’s largest oil shale-fired power plants located within its borders. Accounting for a significant majority of the country’s energy supplies this remains an important resource domestically. As such, Estonia is also one of the leading centres looking into cleaner ways to use it and diminish the impact of its use on the environment.
The Baltics maintain a dichotomous existence. On the one hand they defend their separate identities, with different legal systems, divergent histories and individual cultures. Yet they are also aware much of the world sees them as a homogeneous whole, where working with a team in Riga is seen as synonymous with working with a team in Tallinn or Vilnius.
That their law firms are able to successfully merge these apparently contrasting positions, remaining resolutely independent while demonstrating seamless unity, is a testament to the professionalism and commitment of lawyers working in all three markets, a common point raised by clients. That ability is certain to stand them in good stead as their economies continue to develop and grow and help continue to develop their practices moving forward.
Jonathan Moore – Journalist EMEA
Cobalt has strength across the board in Estonia, with particular expertise in M&A and private equity transactions. Moreover, the firm is renowned for financing and regulatory advice, while also becoming increasingly active in fund formation work.
In a stellar year, the firm advised on a number of market-leading M&A transactions. A standout deal included representing DNB Bank on the creation of the new pan-Baltic bank, Luminor, in the largest Baltic banking transaction to date. Other highlights included assisting Modern Times Group on the sale of its Baltic subsidiaries to Providence Equity Partners, and representing private equity firm, Bridgepoint, and Swedish media group, Bonnier Holding, on the sale of Nordic Cinema Group.
Further notable financial work for Cobalt involved representing Didi Chuxing on its investment in Taxify, and advising Port of Tallinn on its IPO. Energy, telecoms and transport were active sectors for the firm during the research period.
Key clients for the firm include BaltCap, Morgan Stanley and Nordic Aviation Capital.
Teder is active across the financial and corporate space, providing advice to international and local clients in Estonia.
As a part of its financial work, the firm has assisted several clients issues such as drafting loan agreements and providing compliance advice. In this space, the firm has supported the likes of real estate group, Rävala Kaheksa, and lottery organisation, Eesti Loto.
In the projects area, the firm has worked on a number of construction agreements for developers of hotels and trade centres.
The firm added partner Eva Mägi from Svea Finance to its banking team during the research period.
Ericsson Eesti, Go Group, and Pharma Plaza are among the clients of the firm.
Derling Primus is active in the banking and M&A areas, with its mandates ranging from providing corporate support for multinational corporations to working on cross-border financial transactions.
In M&A, the firm has worked on deals in the energy, technology and transport sectors. In a standout deal, the firm represented Intertrust Technologies Corporation on its acquisition of Estonian geospatial company, Planet OS. Other financial highlights include advising the City of Tallinn on its four-year investment programme for developing urban infrastructure and advising Nasdaq Tallinn on Medical Pharmacy Group’s admission to trading.
Diverse multinational corporations such as BNP Paribas, Michelin and Miniclip are among the firm’s clients.
Ellex has strength across the board in Estonia, and is ranked in the top tier of the financial and corporate and project development tables.
The firm has worked on a number of market-leading deals during the research period, completing transactions in areas including banking, capital markets, and financial services regulatory. Highlight M&A deals that the firm worked on include representing AMC Theatres on its acquisition of Nordic Cinema Group, and working for Coop Eesti as it made regional acquisitions to expand its Estonian presence.
In the project development space, the firm advised Enefit Energiatootmine in connection with the construction of a 300MW oil shale and biomass fired thermal power plant. A further standout mandate was representing Est-For Invest in connection with the largest ever industry investment in Estonia, as it sought to establish a modern bio-refinery.
Among the new arrivals through the merger were corporate partners, Anton Sigal, Ermo Kosk and Gerli Kilusk, and banking counsel, Toomas Kasesalu. Venture capital specialist, Antti Perli, also arrived from SmartCap during the research period.
Other key clients of the firm include Elering, Estonian Cell and Swedbank.
In January 2018, Ellex consolidated its strong position by merging with Primus, expanding its personnel and client base.
“Best team on the Estonian market. Very knowledgeable in all issues related to banking and finance.” – Banking, capital markets, M&A
“The law firm has excellent specialists and partners who have extensive knowledge of the financial and banking industry in Estonia.” – Banking, capital markets, M&A
“The firm has an impressive track record on energy and infrastructure work and its energy practice group has extensive knowledge about energy law and in understanding clients' businesses and markets. This combined with its traditional practice groups (M&A, banking and finance and litigation) makes it an undisputed market leader.” – Banking, capital markets, M&A, project development
“The firm has a strong focus on the goal, and the ability to overcome and solve highly complex situations.” – M&A
“Highly efficient and extremely focused team player.”
“Excellent team leader, highly professional and well connected.”
The Estonian branch of Baltic firm Fort is recognised in particular for its transactional work, and has completed deals in sectors including banking, real estate and transport recently.
The team has been particularly active in M&A, notably representing bus company Hansabuss on several acquisitions and advising the new owner of Marienthal commercial centre when it bought the business.
A further significant mandate involved acting for Elisa Corporation on financing and securitisation matters in relation to its acquisition of Starman’s Estonian telecommunications business, which marked one of the largest transactions in the jurisdiction to date.
Among others, the firm has worked with clients Danske Capital, Northern Star and Swedbank recently.
Glikman Alvin Levin is active on finance and M&A transactions. During the research period, the firm also acted for lenders on domestic insolvency issues and advised on corporate governance matters for foreign institutions.
The M&A team were particularly active in tackling corporate queries for fintech firms and start-up companies, as these entities looked to engage in cross-border work. Another recent highlight involved advising Estonian construction firm, Bauschmidt, on the sale of its Finnish and Lithuanian subsidiaries.
Along with Danske Bank and Russian bank, VTB, international brands including Goodyear Dunlop Tyres and Wrigley are among the firm’s key clients.
“It's very professional and provides a quick service.” – Restructuring and insolvency
Hedman Partners is recognised for its banking and M&A advice. Through its Hedman Lift platform, the firm has specialised in working with start-ups, advising on entity formations, expansion plans and fund raisings.
In finance, the firm notably worked for Taxify to finalise an extensive investment and strategic partnership deal with DiDi Chuxing, a Chinese transportation platform. In highlight work for start-ups, the firm represented SprayPrinter as it prepared to raise venture capital investments in Silicon Valley, and Guaana on its investment round.
The firm’s work in the developing Estonian start-up sector see it rise to tier four in the financial and corporate rankings.
The firm’s other notable clients include insurance provider AIG, Stockmann and Vapiano.
“I am very satisfied with Hedman Partners' work. It is competent, available, reasonably priced, and goes the extra mile when needed.” – M&A, restructuring and insolvency
“It is very responsive and has a personal touch. Professional and efficient are the two key words that best describe the firm.” – Restructuring and insolvency
“Very efficient and resourceful. Always delivers quality work in time.”
“Competent, available, and goes the extra mile when needed.”
The Estonian branch of Ukranian firm Ilyashev & Partners has been active across the financial and corporate space, particularly in projects work.
A recent highlight in the M&A space saw the firm advise Hotel Alushta, situated on the Crimean peninsula, on its sale. A further mandate saw the banking team advise the Port of Vitino on its restructuring to minimise the risks associated with its bankruptcy.
Other key clients of the firm include the Crimean Development Corporation, Inter-Transport and Ukrrichflot.
Established in 2013, the local legal arm of KPMG is recognised for banking and M&A work.
The firm has worked on cross-border banking and real estate mandates recently, notably representing Landsbankinn in extending a revolving credit facility agreement to deep sea fishing company, Reyktal. Other highlight deals included providing financial supervision to Admiral Markets, and assisting Irish mattress company, Kayfoam Woolfson, in its acquisition of a majority stake in Estonian home textiles firm, Uni Partners.
A notable staffing change during the research period saw the arrival of Karin Oras, who joined from Arvisto & Partners to head firm’s M&A practice.
The firm’s other key clients include Future Electronics, web broadcaster Mind and VMP Group.
The Estonian offering of Sorainen is strong across the board, and is particularly reputed for its work in the M&A and banking sectors.
During the research period, the firm took on more high-value M&A projects and increasingly worked alongside private equity houses. A recent highlight deal involved representing Nordea as it combined its Baltic business with DNB to create a new regional entity, Luminor Bank. Sorainen also advised Bitė Lietuva and its shareholders Providence Equity Partners on the largest acquisition deal in the Baltics in 2017, as it took over the business of Modern Times Group in the Baltics.
In project development, the firm excels in areas including energy, retail and transport. A standout deal included advising Nelja Energia in relation to the Tootsi wind farm development project, the largest proposed wind farm in the Baltic states. The firm is also working on the development of the pioneering joint venture, Pakri Energy Island, advising a series of energy producers, industrial customers and land owners on the correct transposition of the EU Third Energy Package’s regulation into Estonian law.
The firm’s M&A team welcomed experienced partner Piret Jesse, who arrived following the closure of her own corporate firm, Jesse & Kalaus.
Key international clients include the likes of AON Baltic, the Nasdaq and Worldline.
“Sorainen is second to none in the fields where it operates. The team delivers top notch services at a high pace and there is really no reason to look for another law firm in Estonia.” – M&A
Tark is recognised in Estonia for its M&A practice, but financial regulatory advice is also part of its remit.
The firm’s recent M&A deals include acting for the buyers in the acquisition of Seesam Insurance’s Baltic business by Vienna Insurance Group, and the purchase of CRJ900 Bombardier aircrafts by Nordica. In other notable work, the firm advised real estate company, Kaamos Group, and solar power plant investors, Krimen, on financial restructurings.
In the project development space, the firm advised the developers on the construction of Kosmopark, a new space park, with its commitments including advice on zoning, construction and purchase matters on wat will be the the largest wind tunnel in the Baltics.
The firm works with clients including Adven Eesti, Rakuten and Velo Partners.
In 2017, Tark established a new pan-Baltic alliance in cooperation with the Latvian firm Skrastiņš & Dzenis and Lithuanian firm Motieka & Audzevičius.
“A great boutique firm. I like its small size which means it provides extremely personal communication in very quick time.” – Banking, M&A
TGS Baltic is known for the high quality of its banking and financial regulatory advice, in particular.
Within the Estonian market, the firm’s finance team has been increasingly active in new areas such as payment services and crowdfunding, and notably assisted EstateGuru on using such a platform on the way to raising one of the largest pre-financings in the Estonian fintech sector. Other key highlights included advising Admiral Markets on a public bond issue and working on the largest Estonian ferry-financing deal for DVB Bank.
During the research period, the firm’s project development practice grew as the team took on more transactional work in sectors including energy and real estate. Highlights included representing Kodumaja during the process of buying and building a cogeneration plant, and advising Maru Ehitus on a hotel-spa-office development project.
The firm rises to tier two in the financial and corporate rankings.
Bergs Timber, the Port of Tallinn and the University of Tartu are among the firm’s notable clients in Estonia.
The pan-Baltic firm’s new name was announced in May 2017 following the merger of the law firms Tark Grunte Sutkiene and Varul Estonia.
“The law firm is solid in its work, precise and always fulfills its promises on time.” – Project development
“Very good at her work.”