Estonia

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Overview

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

Financial and corporate
Cobalt

Cobalt is strong across the board in Estonia. It is experienced in M&A and equity capital markets transactions, and among the market leaders for bank financing and regulatory work. It is also becoming increasingly active in fund formation work. 

In a stellar research period for the firm, it advised on a number of market leading transactions. Notably, the firm represented Luminor Bank on a large investment into the business and on a bond programme. The firm regularly works on cross-border M&A deals and was involved in two large deals involving Chinese and Baltic entities.  

Energy, telecoms and transport were generally active sectors for the firm during the research period. 

The firm hired financial regulation specialist Indrek Koolmeister as a counsel from the Supreme Court of Estonia recently. 

Recent Deal Data highlights

  • Blackstone $1 billion acquisition of 60% in Luminor
  • Luminor €3 billion EMTN programme
  • Port of Tallinn Nasdaq IPO 

Client feedback

"The team was efficient and professional and provided the advice and the transaction documents in a timely manner. Overall, we were impressed by the quality and level of service." – Banking

"We were happy with their work. They were generally quite responsive and able to advise on complicated topics." – Banking

"Excellent cooperation, pro-active attitude and quick responses." – Capital markets: Debt

"Smart, professional, fast." – M&A

"Their work is very good on an overall level. They are fast, responsive and can be counted on to assess complex legal questions." – M&A

Derling Primus

Derling Primus is active in banking and M&A, where it regularly works with clients in the banking, insurance and technology sectors. 

In banking, the firm works closely with financial institutions, advising on lending and regulatory matters.  

In M&A, the firm represents a mix of acquirers and sellers on matters including cross-border acquisitions, joint ventures and financial investments.  

In the projects space, the firm notably appeared as the sole advisor to the developers on the financing and construction of a large plywood factory recently. 

In September 2018, the firm became a part of the wider, pan-Baltic Derling Primus network. 

Recent Deal Data highlights 

  • Columbus acquisition of HÄT Systems
  • Hamburger Hafen und Logistik acquisition of Transiidikeskuse
  • Nortal €50 million 4.75% bond issue

Client feedback

"Extremely detailed, efficient and professional." – Banking

"Very good legal service." – Banking

"Very good legal expertise and availability." – M&A

Ellex

Regional firm Ellex’s Estonian office has strength across all financial and corporate areas and receives top-tier rankings across the board. 

The firm works on market-leading deals, including high-value banking and capital markets transactions and financial regulatory matters. The firm is active and experienced in acting across all key business sectors on cross-border M&A transactions, private equity investments, and restructuring work, where it works with the biggest Baltic investors and lenders.  

In the project development space the firm works with the likes of Elering and Enefit Energiatootmine on nationally prominent electricity and oil and gas projects. 

Recent Deal Data highlights 

  • Auvere 300MW power plant
  • Blackstone $1 billion acquisition of 60% stake in Luminor
  • Luminor €3 billion EMTN programme 

Client feedback

"The firm's assistance has been prompt and qualified." – Banking

"Excellent." – Project development

"Structured approach, highly professional and mandate-driven." – Project development

Fort

In Estonia, Fort is recognised in particular for its cross-border transactional work, where it regularly advises on deals in financial services and real estate deals. The firm is also a strong player in the crowdfunding space, having set up the first real-estate crowdfunding platform and established the first crowdfunding pension fund manager in Estonia. 

The firm works alongside its Baltic offices on large value M&A and capital markets mandates.  

Recent Deal Data highlights 

  • EfTEN Capital acquisition of Marienthal commercial centre
  • LHV €410 million acquisition of Danske Bank loan portfolio
  • Mogo Finance €50 million 9.5% bond issue 
Glikman Alvin Levin

Glikman Alvin Levin is generally active in the financial and corporate area. The firm is best known for advising creditors on domestic insolvency matters and foreign clients on corporate governance . 

The M&A team has been particularly active advising fintech companies and start-ups, as they looked to engage in cross-border deals.  

During the research period, the firm joined the newly-launched, pan-Baltic alliance, Levin, and recruited partner Pille Pettai from Teder, after that firm merged with Deloitte. 

Recent Deal Data highlights

  • Estonian Air insolvency
  • Kredex divestment of Elmo
  • Marquard & Bahls insolvency 

Client feedback

"Great advice and always willing to help. Very good contact and communication with their lawyers. Always coming to a positive conclusion and result." – M&A

Glimstedt

The Estonian office of Glimstedt is best known for its banking and M&A work. 

Recent transactional matters that the firm have worked on include intended acquisitions, financial investments and cross-border financings for private equity houses. Work in emerging sectors such as fintech and crowdfunding are among the firm’s strengths. 

Hedman Partners

Hedman Partners is recognised for financial and corporate advice to entrepreneurs and investors within the technology sector. The firm has specialised in working with start-ups and small venture capital firms, advising on formation, expansion and fund raising. 

The firm has recently been particularly active on cryptocurrency matters, representing issuers on ICOs and on securing licenses The firm is also working on deals for international clients, representing them on angel investments and bond issues.  

Recent Deal Data highlights 

  • Endover Development €7.5 million bond issue
  • Lift99 €2.3 million capital raising
  • Mosaic Ventures $7.7 million investment in Veriff

Client feedback

"The firm has been a valuable partner in all corporate legal services. The team is highly professional, able to work well across many geographies and legislations that we deal. We especially value their prompt action and quick feedback." – M&A

"Work was fast and to the point. Deadlines were met; lawyers were knowledgeable and easy to work with." – M&A

Ilyashev & Partners

Ilyashev & Partners, the Tallinn office of a Ukrainian firm, is known in Estonia for M&A and restructuring work. 

The firm often advises international clients on restructuring and is also involved in M&A work. It recently has been representing a shipping company on the acquisition of a vessel, and advised a construction company on the acquisition of a cement manufacturing business. 

Recent Deal Data highlights 

  • Port Vitino $150 million restructuring 

Client feedback 

"The lawyers were very involved and motivated, they really cared about results." – Project development 

Vitali Galitskihh 

"Great expert lawyer. Very smart, ambitious and result-oriented." 

Larssen

The legal arm of Larssen, which is a member of the Crowe Global Network, has a credible financial and corporate offering across Estonia. 

The firm acts on a mix of acquisitions, bond issuances and restructuring work, assisting domestic clients. A recent highlight saw the firm act on transactions within the real estate sector for the buyer. The firm is also active on representing clients on their set-up and establishment in Estonia. 

Recent Deal Data highlights 

  • Calyptra Invest €20 million bond issue
  • Solway €15 million acquisition of Bannister shares
  • Tatkraft €11 million restructuring

Client feedback

"Efficient and ready to respond to all arising requests with full legal justification." – Banking

"All work was timely and satisfactory." – M&A

"Everything was great. They are professionals in their field." – Project development

"Completely satisfied." – Restructuring and insolvency

"Fast and reliable service. Competent specialists." – Restructuring and insolvency

"Fast, good quality, great service in Estonian and Russian." – Restructuring and insolvency

"Services were provided in an accurate and timely manner. Our overall impression is very positive." – Restructuring and insolvency

Lextal

Lextal has a strong financial and corporate offering and is best known for banking and projects work. 

The firm’s banking team often works as the Estonian counsel on large international financings, negotiating and drafting loan facility and security agreements.  

In the M&A space the firm is an active player and regularly represents Baltic businesses on acquisitions and sales.  

The firm is strong in the projects space and recently took up mandates for a construction company in relation to a nuclear power plant, and developers in relation to Rail Baltica and Tallinn Airport. 

Recent Deal Data highlights 

  • Adven €500 million financing
  • Paged €120 million financing
  • Rail Baltica

Client feedback

"Highly responsive and available to talk through issues that arose at any time." – Banking

"The main partner is extremely responsive and knowledgeable." – Banking

"Very pleased with the firm's work, responsiveness and quality." – Banking

"Professional, straightforward, reasonable and result oriented." – M&A

"They absolutely contributed to the successful implementation of sophisticated tasks." – M&A

NJORD Law Firm

The Tallinn office of Njord is best known for its strength within the M&A area, where its transactions often have a cross-border element.  

The firm regularly acts for corporate clients on their financial investments in Estonia, and has a particularly close working relationship with Vereeni Investments who are active in the fintech and blockchain space. The firm is also active on representing clients on their set-up and establishment in Estonia. 

Recent Deal Data highlights 

  • Vereeni Investments A$2 million investment in Moneyball Australia
  • Vereeni Investments €1.5 million investment in Singular Holding Limited
  • Vereeni Investments €1.1 million investment in Caleta Gaming 
PwC Legal

PwC Legal has a credible financial and corporate offering. On transactional matters the firm often focuses on overseeing financial investments and assisting on capital raisings.  

In other banking work the firm deals with compliance and financial regulatory work for clients, advising on securing licenses and providing collateral agent services and anti-money laundering due diligence. 

Recent Deal Data highlights 

  • Corestone €10 million financing
  • PlusPlus Capital €25 million bond issue
  • Post Finance investment in LeapIn 

Client feedback

"Efficient. Effectively goal-oriented. Professional." – M&A

Sorainen

Sorainen is one of the leading firms in the market and regularly acts on many of the market’s impressive deals, often working across several jurisdictions. 

The Estonian office of the firm is strong across the capital markets area, where it assists the Ministry of Finance on the legal and regulatory framework, and often works on mandates for a mix of issuers and underwriters. Over the research period the firm represented the banks on the first major Estonian IPO for a decade, while it also acted for the issuer in a rare eurobond issue in Estonia.  

In a stellar year for the M&A team, the firm notably worked for either the acquirers or sellers on the largest Baltic deals in the brokerage, energy and media sectors.  

The firm has stepped up its projects work in recent years and currently represents developers on innovative developments such as the Pakri Energy Island, Tootsi wind farm and the Auvere power plant, the biggest investment in the Estonian energy sector in several decades. 

Recent Deal Data highlights 

  • Enefit Green €493 million acquisition of Nelja Energia
  • Elering €225 million 0.875% eurobond issue
  • Port of Tallinn Nasdaq IPO 

Client feedback

"On the whole, very good." – Banking

"Very pleased in all aspects." – Banking

"Strong in compromises. Goal orientated." – M&A

"Highly skilled professionals that provide super customer support." – Project development

"Excellent." – Restructuring and insolvency

Tark

Tark is best known in Estonia for its strong M&A and restructuring practices, and for having a relatively partner-heavy team. 

The firm regularly represents acquirers and sellers in M&A mandates within the transport sector, often advising on aviation, railway and shipping deals.  

Cross-border restructuring and insolvency is a further area of strength for the firm, and it acts for a mix of creditors and debtors on nationally prominent bankruptcies.  

The firm also has a strong presence on work within the gaming, pharmaceutical and start-up sector, where it has recently supported companies on financing rounds and assisted international clients on Baltic investments.

Recent Deal Data highlights 

  • Kesko Senukai acquisition of 1A Group
  • Nordica €10 million acquisition of Bombardier aircraft
  • Olympic Entertainment Group restructuring 
TGS Baltic

TGS Baltic has a strong presence in all areas of financial and corporate work and is known for the high quality of its banking and finance work. 

Within the Estonian market the firm is involved in newer industry sectors such as fintech, payment services and crowdfunding, where it is one of the market leaders. In these areas the firm has often assisted clients on licensing, investment rounds and financings. A recent trend has seen fintech players enter the capital markets area and the firm has been advising companies on IPOs and private placement bond issues. 

The firm’s project development practice has grown to take on more work in sectors including electricity and wind energy and is assisting with the construction of a cogeneration plant. 

A notable staffing change during the research period saw public procurement specialist Kristina Laarmaa depart to join KPMG. 

Recent Deal Data highlights 

  • Euroapotheca €185 million financing
  • Liwathon acquisition of Vopak
  • Novaturas Nasdaq Vilnius / Warsaw Stock Exchange IPO 
Triniti

The Estonian office of Triniti has a strong financial and corporate practice and is best known for banking and M&A work.  

The firm regularly works on M&A and projects in the transport sector, often working for acquirers, sellers and developers on aviation and railway deals. Energy and infrastructure have recently been other active areas for the firm’s M&A team, with the firm notably representing energy group Utilitas as European Diversified Infrastructure Fund II made its first investment in the country.  

The firm is also known for providing security agent services to investors and crowd-funding platforms. 

A notable staffing change during the research period saw partner Tanel Kalaus arrive following the dissolution of his former firm, Jesse & Kalaus. 

Recent Deal Data highlights

  • European Diversified Infrastructure Fund II €320 million acquisition of Utilitas
  • Investeeringud acquisition of Ühisteenused
  • Transpordi Varahaldus acquisition of NextGen aircraft 

Client feedback

"We are fully satisfied with the services provided." – Banking