20.9.2016

Preliminary Tax Rulings – Tax Disputes Avoidable through Proactive Planning

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Careful planning is often the key to a successful arrangement, and it is possible to get definitive answers to questions that are open to interpretation through a ruling of the Finnish Tax Administration. The Tax Administration has recently focused on improving cooperation with its customers and has encouraged companies to actively apply for written preliminary rulings and even engage in preliminary discussions concerning more challenging arrangements.

We have assisted Finnair and Municipality Finance, among others, in arrangements that involved significant income tax questions, which we resolved by applying for preliminary rulings. In the following, we describe a few of our recent case references involving preliminary rulings.

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Tax Disputes – A Key Part of Corporate Financial Administration

Disagreements that arise in the tax assessment and in tax audits often lead to lengthy appeal processes that sap time and resources from a company’s management and financial department. We advocate a pre-emptive approach to avoid problems through careful analysis of tax issues, diligent reporting and smooth communication with the tax authorities. Should you nevertheless find yourself facing a tax dispute, whether domestic or international in nature, you will be able to rely on our renowned dispute resolution team to defend your interests. We will also provide you with the best possible assistance in handling tax complaint processes if your company is subject to a tax audit or if the Finnish Tax Administration intervenes in any arrangements at a later date.

NoHo Partners – EUR 50 million secured notes and EUR 97 million senior secured facilities agreement

We advised NoHo Partners Plc on the issuance of EUR 50 million senior secured floating rate notes. The notes have a tenor of four years and mature on 10 September 2030. The notes bear interest at a rate of three-month EURIBOR plus a margin of 4.375 per cent. per annum. The notes were allocated to a mix of domestic and international investors. We also advised NoHo Partners on the negotiation of its new senior facilities agreement. The facilities agreement comprises a EUR 60,000,000 term loan facility, a EUR 10,000,000 capex facility and a EUR 27,000,000 revolving credit facility. “We are delighted by the interest investors have shown in the company’s Notes, which reflects confidence in our strategy. The successful issuance of the Notes, together with the new loan agreement, extends the maturity profile of our financing and enables the company to continue executing its growth strategy going forward. I would like to thank all investors for their participation, as well as our partner bank for the excellent execution of the Notes issuance”, says Jarno Suominen, CEO of NoHo Partners. OP Corporate Bank plc acted as the sole lead manager and bookrunner for the issue of the notes. NoHo Partners Plc is a Finnish group established in 1996, and it specialises in restaurant services being the creative innovator of the Northern European restaurant market. The company was listed in Nasdaq Helsinki in 2013 becoming the first Finnish listed restaurant company, and it has continued to grow strongly throughout its history. NoHo Partners’ vision is to be the leading restaurant operator in Northern Europe.

Topfoods – Acquisition of Delice Plus

We advised Topfoods Oy, a Triton-backed Geia Group company, on its acquisition of Oy Delice Plus Ab, a Finnish supplier of cakes and pastries. Through the acquisition, Topfoods strengthens its retail business and further reinforces its position in the cakes and pastries segment. Founded in 2008, Topfoods supplies selected food products to professional kitchens, the retail sector, and the food industry.

Deka Immobilien – Acquisition of a prime logistics property

We advised Deka Immobilien on its acquisition of a prime logistics property located at Turvalaaksonkuja 4, Vantaa, for the Deka-ImmobilienEuropa open-ended real estate fund. The property is situated within the Aviapolis logistics cluster, which is Finland’s leading logistics hub, benefiting from its location next to Helsinki Airport and its connections to the country’s main transport routes. Completed in 2022, the modern property comprises 32,947 sqm of lettable space and is fully let on a long-term basis to Barona Varastopalvelut Oy. The tenant is a Finnish 3PL provider offering warehousing and e-commerce logistics services to companies in Finland and internationally and uses the property as its central logistics hub. The property has achieved a BREEAM International New Construction rating of Excellent and an EPC rating of A, and it features photovoltaic and geothermal systems, among other things.

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