Tero Tuomisto

Metsä Board – EUR 200 million green notes

We advised Metsä Board Corporation on the issuance of senior unsecured green notes of EUR 200 million. The maturity of the notes is six years, and they mature on 28 May 2031. The notes carry fixed annual interest of 3.875 per cent., and the issue price of the notes is 99.570 per cent. The notes were allocated to both Finnish and foreign investors. ‘We are delighted with the trust and interest shown by investors in Metsä Board’s first green bond. This arrangement extends the maturity of our financing and supports our strategy to grow in fibre-based packaging materials and renew our industrial operations. It also contributes to the achievement of our ambitious sustainability targets for 2030’, comments Henri Sederholm, CFO of Metsä Board. Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) acted as joint lead managers for the issue of the Notes.

27.5.2025

Fingrid – Update of EMTN Programme

We advised Fingrid Oyj on the Finnish law aspects of the update of an EMTN programme and increase to EUR 3 billion. Notes issued under the programme may be admitted to trading on Euronext Dublin. Fingrid Oyj is Finland’s transmission system operator.

2.4.2025

Neste – EUR 200 million Green Term Loan

We advised Neste as it signed a EUR 200 million bilateral green term loan agreement with Skandinaviska Enskilda Banken AB (publ). The proceeds of the loan will be used to finance eligible assets and projects in accordance with Neste’s Green Finance Framework. The loan has a tenor of five years. Neste published a renewed Green Finance Framework in February 2024 to align future financing activities with market best practices and standards. In addition to renewable and circular solutions, Neste’s renewed framework includes renewable energy as an investment category. Longer term actions on Neste’s climate roadmap include scaling up new technologies and innovations, with focus on renewable hydrogen. Renewable hydrogen and other new technologies are estimated to have a reduction potential of 20% or more of the 2019 scope 1 and 2 emission baseline by 2030.

21.2.2025

City of Pori and Pori Energia– Finance arrangement to fuel the future growth

Castrén & Snellman is acting as the legal advisor to the City of Pori and Pori Energia Oy in the finance arrangement whereby debt facilities in the total amount of EUR 292 million are secured for the purpose of refinancing the existing liabilities and fuelling the future growth of Pori Energia. Pori Energia and its financiers signed a Finnish law governed facilities agreement for this purpose on 13 January 2025. Pori Energia, a multi-utility company, operates in various sectors including district heating, electricity distribution, and electricity generation through CHP and renewable sources. The company also provides wind power services and industrial energy solutions in the Satakunta region where it has c. 60,000 customers.

6.2.2025

Metsäliitto Cooperative – A EUR 200 million sustainability-linked revolving credit facility agreement

We advised Metsäliitto Cooperative in relation to a new EUR 200 million sustainability-linked revolving credit facility with a syndicate of eight banks. This new credit facility refinances the existing EUR 200 million facility signed in December 2018 and will be used for general corporate purposes. The facility has a tenor of five years and includes two one-year extension options. The pricing mechanism of the revolving credit facility is linked to two of Metsä Group’s ambitious sustainability targets: Target 1: Zero tonnes of fossil carbon dioxide emissions, Scope 1 and 2, by 2030. Target 2: Share of certified wood in wood supply 100% by 2030. ‘Incorporating sustainability criteria into our financing further demonstrates the company’s strong commitment to actions that reduce our carbon footprint and mitigate climate change,’ says Vesa-Pekka Takala, EVP, CFO of Metsä Group.

16.1.2025

NoHo Partners – A MEUR 119 Financing Package

We advised NoHo Partners Plc on a 119-million-euro financing arrangement. The financing arrangement frees up a significant part of the cash flow for the business and enables the implementation of an acquisition-driven growth strategy also in the future.

16.1.2025

CapMan Buyout – Divestment of Renoa Group

We advised CapMan Buyout in the exit of Renoa Group. Renoa Group management together with Korpi Capital and other investors have acquired the group. Renoa Group is a Finnish established expert in the building technology sector specializing in detached houses in Finland and Sweden. Renoa is a major provider of turnkey domestic water & heating, sewer system and electricity network renovations, with significant operations also in Sweden. The Group reported sales of €35 million and employed c. 300 personnel across its 10 offices in Finland and 6 in Sweden. Korpi Capital is a Finnish investment company with holdings in 29 companies.

14.1.2025

Huhtamaki – EUR 450 million sustainability-linked syndicated revolving credit facility

We advised Huhtamaki Oyj in relation to a EUR 450 million sustainability-linked syndicated multi-currency revolving credit facility loan agreement (“RCF”) with a maturity of five years. The RCF refinances an existing EUR 400 million sustainability-linked syndicated revolving credit facility signed in January 2021 and will be used for general corporate purposes of the Group. The RCF has two one-year extension options at the discretion of the lenders. The Mandated Lead Arrangers and Bookrunners of the RCF are Citi, Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ), BNP Paribas, Commerzbank Aktiengesellschaft, Danske Bank A/S, DBS Bank Ltd., London Branch, J.P. Morgan SE, Landesbank Hessen-Thüringen Girozentrale, OP Corporate Bank plc, Raiffeisen Bank International AG and Standard Chartered Bank AG.

28.11.2024

Neste – EUR 150 million Green Term Loan

We advised Neste as it signed a EUR 150 million bilateral green term loan agreement with Danske Bank A/S, Finland Branch. The proceeds of the loan will be used to finance eligible assets and projects in accordance with Neste’s Green Finance Framework. The loan has a tenor of 24 months with one 12-months extension option of 12 months. Neste published a renewed Green Finance Framework in February 2024 to align future financing activities with market best practices and standards. In addition to renewable and circular solutions, Neste’s renewed framework includes renewable energy as an investment category. Longer term actions on Neste’s climate roadmap include scaling up new technologies and innovations, with focus on renewable hydrogen. Renewable hydrogen and other new technologies are estimated to have a reduction potential of 20% or more of the 2019 scope 1 & and 2 emission baseline by 2030.

4.11.2024

Neste – EUR 200 million Green Term Loan

We advised Neste as it signed a EUR 200 million bilateral green term loan agreement with UniCredit Bank Austria AG. The proceeds of the loan will be used to finance eligible assets and projects in accordance with Neste’s Green Finance Framework. The loan has a tenor of six years. Neste published a renewed Green Finance Framework in February 2024 to align future financing activities with market best practices and standards. In addition to renewable and circular solutions, Neste’s renewed framework includes renewable energy as an investment category. Longer term actions on Neste’s climate roadmap include scaling up new technologies and innovations, with focus on renewable hydrogen. Renewable hydrogen and other new technologies are estimated to have a reduction potential of 20% or more of the 2019 scope 1 and 2 emission baseline by 2030.

21.10.2024

S-Bank – Bond transactions totalling EUR 1.45 billion for acquisition of Svenska Handelsbanken’s operations

We have advised S-Bank Plc in four bond transactions totalling EUR 1.45 billion that provided financing for S-Bank’s acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. In 2023, we advised S-Bank in supplementing their earlier bond programme and in the issuance of two new bonds. S-Bank’s first covered bond, valued at EUR 500 million, was issued in September 2023. In addition to general corporate purposes, the purpose of the issue was to finance the acquisition of Svenska Handelsbanken AB’s Finnish private customer, asset management and investment services operations. Further, a EUR 150 million senior preferred MREL eligible bond was issued in November 2023 and the purpose of the issue was to meet the minimum requirement for own funds and eligible liabilities (MREL) and to finance the bank’s activities. In 2024, we have advised S-Bank Plc in the update of a EUR 3 billion bond programme. Under the programme, S-Bank may issue senior preferred MREL eligible notes, covered bonds and additional tier 1 capital notes. In February of 2024, we advised S-Bank in its issuance of a EUR 300 million senior preferred MREL eligible bond and on the tender offer of its EUR 220 million senior preferred MREL eligible bond maturing in 2025. The tender offer required the prior permission of the Finnish Financial Stability Authority based on Commission Delegated Regulation 2023/827 on technical standards for the reduction of own funds and eligible liabilities prior authorisation. The Stability Authority granted S-Bank a permission for repurchases of the notes. Based on the permission, S-Bank replaced the notes with own funds or eligible liabilities instruments of equal or higher quality at terms that are sustainable for the income capacity of S-Bank. The final tender offer results were announced in February 2024. In April 2024, we further advised S-Bank in supplementing their base prospectus and issue of their second covered bond of EUR 500 million. The covered bond’s maturity date is 16 April 2030.

30.7.2024

Finnfund – A EUR 100 million green bond

We advised Jefferies as the sole arranger and lead manager in a transaction in which Finnfund, a Finnish development financier and impact investor, issued a EUR 100 million green bond. The 10-year bond bears interest at the rate of 3.5% per annum. The bond offering was placed to international investors, including a portion of dedicated green bond investors/portfolios. The bond represents Finnfund’s first ever green transaction and second issuance under its Sustainability Bond Framework established in September 2022. The proceeds from the issue will be used in accordance with the green project categories of Finnfund’s Sustainability Bond Framework to finance and/or refinance eligible green lending, equity investments, and mezzanine financing mainly targeting, for example, the objective of climate change mitigation and adaptation and/or environmentally sustainable management of living natural resources. Net proceeds will be allocated to eligible projects with the objective to mobilise debt capital to support Finnfund’s mission to generate lasting impact by investing in businesses that solve global development challenges. In addition, it contributes to Finnfund’s goal to foster sustainable development by providing investment opportunities for private investors. In its strategy, adopted in January 2022, Finnfund sets one of its targets to fund 50% of its investments with private capital by 2030. Mobilising private capital is key to achieving the UN Sustainable Development Goals (SDGs) in developing countries, given that the UN estimates the financing gap at USD 2.5 trillion per year. Jaakko Kangasniemi, Managing Director, CEO at Finnfund said: “Sustainable, innovative businesses and investors play an integral role in solving both global and local challenges, such as climate change mitigation and adaptation, and biodiversity loss. Capital markets are also vital in the transition away from fossil fuels. We are glad to have such a strong support for our impact investing activity and our mission to foster sustainable development and green transition.” Andrey Medvedev, Senior Vice President at Jefferies said: “We are delighted to have assisted Finnfund issuing its longest private placement to date and showcasing its innovative green projects. This deal demonstrates Finnfund’s appeal to a diversified international investor base and cements its position as a leading development financing agency.”

26.1.2024

Biovian – Debt refinancing initiative to support GeneCity expansion

We advised Biovian Oy, a Finnish company, in a debt refinancing initiative and securing a new funding package with Eurazeo, a French investment company, to support GeneCity facility expansion. The package will be used to refinance existing debt and to finance investment in GeneCity. The GeneCity facility will house cutting-edge equipment and advanced technologies to support the development, manufacturing, and testing of ATMP (Advanced Therapy Medicinal Products). It will also feature dedicated Class A to D cleanroom areas for bulk drug substances as well as final drug product manufacture. The new viral vector facility building has been started in the autumn of 2023 and the facility is expected to be ready in 2025. The new funding package is an important milestone in Biovian’s growth journey and will support Biovian in continuing its strong organic growth. The GeneCity expansion is a strategic move aimed at meeting the growing demand for high-quality biopharmaceutical manufacturing services and further solidifying Biovian’s position as a trusted partner in the biopharmaceutical industry.

17.1.2024

Huhtamaki – EUR 300 million bond and tender offer of bond maturing in 2024

We advised Huhtamäki Oyj in its issuance of a EUR 300 million senior unsecured bond and on the tender offer of its EUR 150 million senior unsecured bond maturing in 2024. The new bond bears interest at a fixed interest rate of 5.125 per cent per annum. Huhtamaki used the net proceeds from the issue of the new bond for the partial repurchase of its bond maturing in 2024 and for refinancing and other general corporate purposes of the group.

10.1.2024

L-Fashion Group – Refinancing

We advised L-Fashion Group Oy in a financing arrangement in which it refinanced its current financing and signed a euro-denominated facilities agreement on 30 June 2023 with Danske Bank A/S, Finland Branch, Nordea Bank Abp and OP Corporate Bank plc.

2.10.2023

Lindström – Finance Arrangement

Castrén & Snellman advised Lindström Oy in a finance arrangement in which Lindström Oy entered into a revolving credit facility agreement with Danske Bank A/S, Finland Branch and OP Corporate Bank plc.

24.8.2023

Finnlines – Deliveries of three new hybrid cargo vessels

We were the legal adviser in three arrangements for the financing of the acquisition of three new ultra-green hybrid ro-ro vessels in the Eco class (Finneco I, II and III) by Finnish shipping company Finnlines Plc. The Chinese shipyard China Merchants Jinling Shipyard (Jiangsu) delivered Finneco I to Finnlines on 28 April 2022, Finneco II on 30 May 2022 and the third and last of three hybrid ro-ro vessels, Finneco III on 6 June 2022. The ships are 238 metres long, each with a cargo capacity of 5,800 lane metres. Consequently, the vessels can carry 400 trailers per voyage. The hybrid ro-ro vessels provide an increase of cargo intake up to 38%, but they reduce CO2 emissions by almost 43%. The three vessels represent another move towards sustainable shipping as they are energy-efficient. Energy saving is the best way to reduce the emissions. The vessels have the highest Finnish/Swedish ice class. “Part of Finnlines’ EUR 500-million Green Newbuilding Programme, Finnlines introduced three new Eco-class hybrid ro-ro vessels in 2022. The three giant vessels operate in the Baltic–North Sea–Bay of Biscay service. With state-of-the-art technology they do not only offer economies of scale to our customers, but the environmental footprint will also be reduced. Finneco vessels provide added value to Finnlines and its customers”, says Tom Pippingsköld, President and CEO, Finnlines.

28.7.2023

Finnlines – Acquisition of two new Superstar ro-pax vessels

We were the legal adviser in two arrangements for the financing of the acquisition of two new Superstar ro-pax vessels (Finncanopus and Finnsirius) by Finnish shipping company Finnlines Plc. Finncanopus and Finnsirius are a part of Finnlines’ EUR 500 million Green Newbuilding Programme which includes two eco-sustainable ro-pax vessels as well as three hybrid ro-ro vessels. The first hybrid ro-ro vessel, Finneco I, was delivered to Finnlines at the Chinese shipyard China Merchants Jinling Shipyard (Jiangsu) on 28 April 2022, Finneco II on 30 May 2022 and Finneco III on 6 June 2022. The first hybrid Superstar ro-pax vessel, Finnsirius, was delivered to Finnlines at the China Merchants Jinling Shipyard in Weihai, China, on 18 July 2023. The second vessel, Finncanopus, is expected to be delivered by the end of 2023. Finnsirius will enter Finnlines’ Finland–Sweden line and the traffic is scheduled to start in September 2023. Finncanopus will join Finnsirius by the end of 2023. The two ships are the largest ro-pax vessels in the Finnlines fleet. With a length of about 235 metres, their loading capacity will be 5,200 lane metres for rolling freight and 1,100 for passengers. In other words, the vessels have the capacity to carry approximately 200 cars and 290 trailers or 250 trucks per voyage. The vessels are as emission-free as possible and the Superstar vessels will be equipped with innovative technology. The air lubrication system creates air bubbles, which reduce friction and hydrodynamic resistance. The onshore power supply will provide an alternative source of energy, enabling emission-free operations in port. A high-powered battery bank will be charged in port and generate power at sea. Two-speed reduction gears will improve propulsion efficiency and save fuel. Green values have also been prioritised in the onboard design and in technological choices. As an example, lighting and ventilation can be adjusted automatically in the passenger accommodation, which reduces energy consumption. The new vessels will feature high-quality restaurants, a sauna and spa section, business and lounge facilities, extensive shopping areas and a variety of other services. The scenic views of the archipelago have been central in the design of the vessels. “Finnlines’ Green Newbuilding Programme has been a massive investment which will benefit our freight customers and private passengers. These hybrid ro-pax vessels are not only the largest in the company fleet so far, but they transport cargo in a more sustainable manner. For example, the vessels have been equipped with enormous high-powered battery banks and onshore power supply in order to have zero emissions while at port,” says Tom Pippingsköld, President and CEO, Finnlines. “Our investment will strengthen services to our freight customers as well as to our passengers,” Pippingsköld continues.

28.7.2023

Raute – Rights issue and two convertible perpetual junior loans

We advised Raute Corporation and lead manager Evli Plc in connection with Raute’s rights issue. The offering was oversubscribed, and the company raised gross proceeds of approximately EUR 7.5 million. Trading with the new shares subscribed for in the issue will commence on the official list of Nasdaq Helsinki Ltd on or about 21 June 2023. In addition, we advised Raute in connection with two convertible perpetual junior loans. Raute agreed on perpetual junior loans of up to EUR 2 million each with LähiTapiola Yritysrahoitus I Ky and Veritas Pension Insurance Company Ltd respectively in connection with the rights issue. We have been the trusted partner of Raute in previous assignments as well: this spring, we acted as the legal advisor to Raute relating to its directed share issue, combination of share classes, new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. ‘I would like to thank our shareholders for their trust and commitment. The completion of the offering, together with the directed issue carried out earlier this year and the agreed junior loan arrangements, form an entity, which strengthens our financial position and enables the implementation of our new growth strategy. Raute now has a strong foundation to be the partner to future-proof the wood industry. With our unique solutions, we drive change and promote resource-efficient society.,’ comments Mika Saariaho, President and CEO of Raute. Raute is a worldwide technology and service company whose customers are companies operating in the wood products industry. Raute’s technology offering covers the entire production process for veneer, plywood and LVL (Laminated Veneer Lumber) and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

19.6.2023

Excelerate Energy – Chartering an FSRU to Finland

We advised Excelerate Energy on the conclusion of a lease agreement with Gasgrid Finland Oy for the Floating Storage and Regasification Unit (FSRU) Exemplar. The Inkoo LNG terminal project will have a significant impact on securing the supply of gas to Finland and Estonia as imports of pipeline gas from Russia cease. The Exemplar is the first FSRU in Finland and the Inkoo LNG terminal project is legally unique. Moreover, the project, which is critical for Finland’s and the Baltics’ gas supply, was completed in an exceptionally short timeframe. Our experts assisted the company in a wide range of areas including contracts, energy legislation, licensing, labour law, taxation and structuring.

9.6.2023

Huhtamaki – EUR 125 million sustainability-linked term loan facility

We advised Huhtamäki Oyj in relation to a EUR 125 million bilateral term loan facility agreement with a maturity of two years. The term loan will be used for refinancing and general corporate purposes of the Group. The facility has a one-year extension option at the discretion of the lender, and the interest margin is tied to three sustainability indicators: Absolute amount of scope 1 and 2 greenhouse gas emissions Share of non-hazardous waste recycled EcoVadis Rating The lender of the facility is OP Corporate Bank plc.

31.5.2023

Raute – Directed share issue, rights issue, combination of share classes and financing arrangement

We advise Raute Corporation and lead manager Evli Plc in connection with Raute’s directed share issue, rights offering and a possible junior loan which would supplement the share issues. The aggregate amount of these measures that are intended to be implemented by mid-2023 is estimated to be approximately EUR 13–16 million. In connection with the share issues, it is proposed that Raute’s unlisted share series K with multiple voting rights is combined with the listed series A forming one share series listed on Nasdaq Helsinki. We have also acted as the legal advisor to Raute relating to its new EUR 12 million secured revolving credit facility and a total of EUR 40 million in uncommitted secured bank guarantee facilities. Raute is a technology and service company that operates worldwide. Raute’s customers are companies operating in the wood products industry that manufacture veneer, plywood, LVL (Laminated Veneer Lumber) and sawn timber. Its technology offering covers the entire production process for veneer, plywood and LVL and special measurement equipment for sawn timber. As a supplier of mill-scale projects, Raute is a global market leader both in the plywood and LVL industries. Additionally, Raute’s full-service concept includes technology services ranging from spare parts deliveries to regular maintenance and equipment modernisations.

10.3.2023

Finnfund – Issuance of a EUR 75 Million Sustainability Bond

We acted as the sole legal advisor to Finnfund, a Finnish development financier and impact investor, in the issuance of a EUR 75 million sustainability bond. The 3-year bond offering was allocated to approximately ten Finnish and international investors, including a portion of dedicated sustainability bond investors and portfolios. The bond represents Finnfund’s first issuance under its newly established Sustainability Bond Framework. The proceeds from the issue will be used in accordance with Finnfund’s Sustainability Bond Framework to finance and refinance eligible green lending, equity investments and mezzanine financing mainly targeting the objective of climate change mitigation and adaptation and improved living and health conditions for unserved groups. Net proceeds will be allocated to eligible projects with the objective to mobilise debt capital to support Finnfund’s mission to generate lasting impact by investing in businesses that solve global development challenges.

24.10.2022

NREP – Financing of Noli Studios Co-Living Premises in Otaniemi, Espoo

We advised NREP in a financing arrangement for the construction and development of Noli Studios co-living premises in the Otaniemi residential area of Espoo, Finland. When completed, the project will strengthen the provision of flexible living solutions in an emerging urban area. The construction of the Noli Studios Otaniemi complies with NREP’s commitment to become carbon neutral by 2028 and the building will seek to achieve LEED Platinum certification. Geothermal heat will be used for heating, and both heat recovery and solar energy will be used to generate electricity. We are happy to support NREP towards sustainability.

8.7.2022

Neste – EUR 500 Million Green Term Loan

We advised Neste as it signed a EUR 500 million green term loan agreement. The proceeds of the loan will be used to finance eligible assets and projects in accordance with Neste’s Green Finance Framework. The loan has a tenor of 3 years with two 1-year extension options. Danske Bank A/S and OP Corporate Bank plc acted as coordinating mandated lead arrangers and bookrunners of the loan. Neste established the Green Finance Framework in 2021 to further integrate the company’s sustainability ambitions into its financing. The Green Finance Framework is designed to support financing of investments into the development, operations, maintenance and expansion of the company’s renewable and circular solutions with the objective to mitigate climate change globally by reducing greenhouse gas emissions.

8.6.2022

Huhtamäki – EUR 500 Million Sustainability-Linked Bond

We advised Huhtamäki Oyj as it issues a EUR 500 million senior unsecured sustainability-linked bond with 5-year maturity. The bond represents Huhtamaki’s first issue under its newly established Sustainability-Linked Bond Framework. It enables Huhtamaki to connect sustainability with its funding cost and thereby incentivise the achievement of its 2030 Sustainability agenda. The chosen targets for the sustainability-linked bond are related to greenhouse gas reductions.

3.6.2022

VR – An Unsecured EUR 300 Million Green Bond

We advised VR-Group Plc as it issued an unsecured EUR 300 million green bond. The 7-year bond represents VR Group’s first issuance under its newly established Green Finance Framework. ‘The green bond is issued to support VR Group’s plan to invest around one billion euros in railway stock in Finland during 2022–2026. We will invest for example in new electric locomotives, electric trains and in the maintenance and life-cycle management of the existing fleet’, says CFO Erkka Repo. The proceeds from the issue will be used in accordance with VR Group’s Green Finance Framework to investments into the clean transportation, renewable energy projects and energy efficiency for buildings owned or operated by VR. The object is to mitigate climate change globally by reducing greenhouse gas emissions, generating of renewable energy as well as energy savings.

31.5.2022

Intera Partners – Buy-out of HögforsGST

We assisted Intera Partners in their buy-out acquisition of a heating and cooling system group HögforsGST. There is an increasing demand for energy efficient and smart heating and cooling solutions, since most of the energy used in buildings is consumed for heating which is one of the greatest sources of greenhouse gas emissions as well as one of the most significant expenditures related to properties. Intera Partners is a Finnish growth-oriented private equity firm. Intera was founded in 2007 and is owned by its employees. Intera manages three active funds with a total capital of €785 million. Fund investors include leading Nordic and European institutional investors. HögforsGST is a Finnish company that specialises in the development, manufacture, sale and marketing of high-quality heating and cooling systems and is the leading heating substations supplier in the Nordic countries. The company’s objective is to reduce energy losses in properties while efficiently bringing down living costs and greenhouse gas emissions derived from heating and cooling. HögforsGST has a comprehensive sales network throughout Finland and subsidiaries in Sweden and Norway.

25.5.2022

Versowood – Refinancing Arrangement

We advised Versowood Oy as the borrower in revolving credit facility and term loan financing arrangements entered into with OP Corporate Bank plc and Danske Bank A/S, Finland Branch for the purposes of refinancing existing debt of the borrower and general corporate purposes. Versowood Oy is a family-owned company that is Finland’s largest private producer of sawn timber and the most significant wood packaging manufacturer producing sustainable wooden building and packaging materials and energy products.

21.3.2022

F-Secure – Proposed separation of F-Secure’s Consumer Security business through a partial demerger

We act as legal advisor to F-Secure Corporation in the proposed separation of F-Secure’s Consumer Security business through a partial demerger. It is planned that the Consumer Security business will be transferred into a new independent company, to be named F-Secure Corporation and established in connection with the demerger, and which will be listed on the official list of Nasdaq Helsinki Ltd. The demerger is expected to become effective as of 30 June 2022. In connection with the demerger, F-Secure Corporation will retain its Corporate Security business, which is planned to be renamed as WithSecure Corporation. F-Secure Corporation (listed on the NASDAQ OMX Helsinki) is a global cyber security and privacy company with over 30 offices around the world and is headquartered in Helsinki, Finland.

17.2.2022

Swedbank – Real estate financing arrangement

We advised Swedbank AB (publ) in a real estate financing arrangement in which a newly-established affiliate of an international institutional investor acquired a portfolio of seven real estate companies in Southern Finland. The signed financing arrangement enables a financing of approximately EUR 40 million of which part is committed loans and part is accordion financing.

2.2.2022

Neste – Early Redemption of Notes

We advised Neste Corporation when it exercised its right to redeem early its outstanding 2.125% unsecured fixed rate notes in full. The initial nominal principal amount of the notes was EUR 500 million and, on the redemption date, the outstanding nominal principal amount of the notes was EUR 321 million. The redeemed notes were listed on the official list of Nasdaq Helsinki Ltd.

7.1.2022

Huhtamäki – Financing of the Acquisition of Elif

We advised Huhtamäki Oyj in a finance arrangement where it signed a bridge financing facility of USD 500 million to support the financing of Huhtamaki’s acquisition of Elif Holding A.Ş. Elif is a major supplier of sustainable flexible packaging to global FMCG brand owners. It has operations in Turkey and in Egypt. Elif will become part of Huhtamaki’s Flexible Packaging business segment.

9.12.2021

eQ Community Properties Fund – A MEUR 700 Green Financing

We advised a Nordic financier consortium including Nordea, as the co-ordinator, Aktia, Danske Bank and Swedbank Special in an arrangement in which eQ Community Properties Fund agreed on a significant financing package. The existing financing was replaced and the notable growth potential of the fund was secured for years to come. Sustainability is a central aspect in the fund’s operating model and hence the entire loan is classified as green sustainable financing. The signed financing arrangement enables a 700 million euro financing, out of which the main part is committed loans and part is accordion financing. At the end of September the Fund’s debt capital was 360 million euro. The aim is to diversify the financing base going forward. “The executed arrangement is considerable in volume as well as from ESG perspective in the real estate industry. A long-term, sustainable financing platform will facilitate the future growth and return potential of the eQ Community Properties Fund. The structure includes elements of flexibility and agility, which enable efficient and economical maneuvers. We also welcome a new financier to the fund, Danske Bank, along with the remaining existing lenders.” says Tero Estovirta, eQ’s Head of Real Estate Investments. eQ Community Properties Fund invests in Finnish health care, service and community properties. The Fund is open for subscriptions four times a year and for redemptions twice a year.

30.11.2021

Clear Capital (US) – Acquisition of a Finland-based Proptech Company CubiCasa

We advised Clear Capital, a US national real estate valuation technology company in the acquisition of CubiCasa, a Finland-based proptech growth company. Through this acquisition, Clear Capital will empower CubiCasa to expand its mobile technology that automates floor plan sketch creation and digitises property data collection. CubiCasa will continue to operate with autonomy and service a wide variety of customers and verticals. Clear Capital is a national real estate valuation technology company aspiring to build confidence in real estate decisions to strengthen communities and improve lives. Their goal is to provide customers with a complete understanding of every US property through their field valuation services and analytics tools, and improve their workflows with platform technologies. Clear Capital operates since 2001 and they have over 1,300 team members across four brands -Clear Capital, Clario, CubiCasa and REO Network. CubiCasa is the front-runner in mobile indoor scanning and known for its fast and easy-to-use floor plan app on the App Store and Google Play Store. CubiCasa’s technology is used in 125 different countries and has helped create over 1 million floor plans to date. CubiCasa provides technology for the real estate, appraisal, and mortgage industries and is on a mission to digitise real estate.

21.9.2021

Ålandsbanken & Borgo – Issue of Covered Bond and Consent Solicitation for Ålandsbanken’s Covered Bond

We advised Ålandsbanken Abp and Borgo AB in respect of Finnish law in the issue of a SEK 5,500,000,000 covered bond by Ålandsbanken Abp as initial issuer and Borgo AB as subsequent issuer. The terms and conditions of the covered bonds allow covered bonds to be transferred to Borgo AB at a later stage subject to the approval of Ålandsbanken Abp and Borgo AB. The contemplated timing for the transfer s the first half of 2022. The new covered bond issue is part of a transaction in which Ålandsbanken Abp, ICA Banken AB, Ikano Bank AB (publ), and Söderberg & Partners Holding AB have established a new mortgage company, Borgo AB, and are further establishing a joint mortgage platform on the Swedish market. As part of this transaction, Ålandsbanken Abp will transfer its Swedish mortgage loans, SEK-denominated covered bonds it has issued, and SEK-denominated bonds from its liquidity portfolio to Borgo AB. Borgo AB is a digital start-up mortgage company licenced by the Swedish Financial Supervisory Authority. In addition to the above, we advised Ålandsbanken Abp in a consent solicitation for its up to SEK 2,500,000,000 covered bond due in 2022 and its later redemption of all outstanding notes pursuant to the amendments made to the terms and conditions of the covered bond during the consent solicitation process.

13.9.2021

Special Investment Fund eQ Commercial Property Fund – A MEUR 800 Financing Platform

We advised a Nordic financier consortium including Nordea, Aktia, Danske Bank, LocalTapiola and Swedbank in an arrangement in which Special Investment Fund eQ Commercial Property Fund agreed on a significant financing package. The existing financing was rearranged and the notable growth potential of the fund was secured for years to come. Sustainability is a central aspect in the fund’s operating model, hence the entire bank loan has been engineered as green sustainable financing. The signed financing arrangement enables an 800 million euro financing platform, out of which the main part is committed loans and part is accordion financing. eQ Commercial Property Fund’s existing senior secured bond is part of this 800 million euro platform. At the end of June, the fund’s debt capital was 440 million euro. ‘The executed arrangement is considerable in volume as well as from ESG perspective in the real estate industry. A long-term, sustainable financing platform will facilitate the future growth and return potential of the eQ Commercial Property Fund. The structure includes elements of flexibility and agility which enable efficient and economical maneuvers. We also welcome two new banks, Danske and Swedbank, to the consortium along with the existing lenders’, says Tero Estovirta , eQ’s Head of Real Estate Investments. Special Investment Fund eQ Finnish Real Estate invests in Finnish commercial properties. The fund is open for subscriptions four times a year and for redemptions twice a year. Since inception, the average annualised return of the fund has been 8.4 % p.a. (net of fees).

25.8.2021

Valokuitunen – Financing Arrangement for the Roll-Out of New Fibre-to-the-Home Network Connections

We advised Finnish Valokuitunen Oy in relation to a five-year loan arrangement for financing the roll-out of new fibre-to-the-home network connections in suburban areas of the largest cities in Finland. The fibre network investments will provide new digital infrastructure and services and expand the coverage of high-speed fixed line connections in residential neighbourhoods in Finnish growth centres and surrounding areas. Valokuitunen Oy’s fibre network roll-out plan is estimated to enable high-speed internet access to more than 70,000 customers by 2025. Established in 2020, Valokuitunen Oy is a joint venture between CapMan Infra and Telia Company focused on accelerating the roll-out of fibre networks in Finland. The joint venture took over Telia Finland’s existing Avoin Kuitu fibre business and assets in 2019, which provided network access to approximately 20,000 households around Helsinki, Turku and Tampere. The fibre network investment contributes to Finland’s national digital infrastructure strategy of providing a minimum of 100 Mbps internet connections to all households by 2025.

27.5.2021

Swedbank – Financing Arrangement for Lumo Kodit Oy

We assisted Swedbank AB (publ) in a EUR 100 million financing arrangement for Lumo Kodit Oy, a subsidiary of Kojamo plc offering rental housing in Finland’s largest cities with a long track record of working to promote better and more sustainable urban housing. The financing will be used for the purposes of refinancing the existing indebtedness of Lumo Kodit Oy.

7.5.2021

OP and C&S – Investing in a Better World

At OP sustainability is everything. When establishing an entirely new kind of impact fund, the leading financial services group trusted Castrén & Snellman’s expertise. An increasing number of investors want to not just make money, but make a difference. ‘This shift in values is particularly clear in younger investors. Sustainability has changed investment activities a great deal. Investing has become more difficult, but also more interesting’, says Tuomas Virtala , CEO, Asset Management, at OP Corporate Bank. The first wave came in the form of ethical and sustainable investing, which focused on either avoiding investments in unethical industries or encouraging companies to act more sustainably. In recent years, sustainable investing has been joined by impact investing, in which global problems are tackled with private money. ‘Impact investing is not about charity but about making a positive impact as well as a competitive profit. It is the only sustainable way to arrange financing to solve global problems’, Virtala says. Demand for Impact Fund Exceeded Expectations OP, Finland’s leading financial services group is a pioneer of impact investing. Last year, OP collaborated with Finnfund to establish Finland’s first impact fund to invest in emerging markets. Finnfund is a development financier that builds a sustainable world by investing in responsible and profitable businesses in developing countries. Finnfund is owned by the Finnish State, Finnvera and the Confederation of Industries. The new impact fund, OP Finnfund Global Impact Fund I, raised 76 million euros in its first round of funding. After the second round, the fund’s size stands at 135 million euros. ‘The investor interest exceeded our expectations. It is clear that investors are keen to promote sustainable development and are excited by the growth potential of emerging markets, despite the ongoing pandemic’, Tuomas Virtala says. The fund is seeking to achieve measurable positive impacts on climate change, food security, gender equality and the availability of financing. The fund’s main industries are renewable energy, financial institutions and sustainable agriculture. ‘By investing in developing markets, we can achieve major impacts. The investments are aimed at first getting the fundamentals in place in the target markets. For example, replacing generators with more sustainable means of producing energy. Once the foundations are in place, we can move on to more demanding projects, such as constructing mobile phone networks.’ Sustainability Part of Every Employee’s Day Establishing a new impact fund is just one example of OP’s sustainability work. ‘Sustainability is an integral part of OP’s strategy and is reflected in the daily work, decisions and activities of everyone at the company’, Tuomas Virtala says. OP’s corporate responsibility programme is framed around four themes: OP aims to foster a sustainable economy, support local vitality and community spirit, improve financial literacy in Finland, and use their intellectual and information capital in a responsible way. According to Virtala, sustainability expertise was previously centralised in a separate asset management unit, but now these experts have been placed in every unit. ‘One unit is no longer enough. Sustainability work and expertise needs to be integrated into every function and throughout the entire value chain.’ In addition to their corporate responsibility programme, each unit in OP has its own responsibility principles. ‘Asset management is a pioneer in promoting sustainability within OP. We provide the company sustainability expertise relating to wealth management and foster this expertise by training our employees and sharing knowledge.’ A Good Partner Knows the Best Practices Castrén & Snellman and OP have a long history of working together. Among other projects, Castrén & Snellman assisted OP in the establishment of Finland’s first impact fund to invest in emerging markets last year. According to Tuomas Virtala, Castrén & Snellman has been a good partner in sustainability work. ‘It is vital that our partners understand the best sustainability practices. A law firm that has a clear vision of the smartest way to do something can help us learn and develop’, Virtala says. It is also important for law firms to anticipate future regulation. ‘The regulation of sustainability matters is constantly developing, and we want to be able to anticipate it as best we can so that we can make sure we are keeping up.’ Some Success Stories from OP’s and C&S’s Shared Journey 2021 OP Financial Group – Sale of Checkout Finland to Paytrail OP Corporate Bank – Financing Arrangement for OP Vuokrakoti OP Corporate Bank – Finance of Acquisition of Profit Software 2020 OP-Public Services Real Estate Fund – Acquisition of Aalloppi Healthcare Property from eQ Finnish Real Estate Caverion Corporation and Manager Banks – Issue of EUR 35 Million Hybrid Bond OP and Finnfund – Establishment of a New Global Impact Fund Danske Bank, Nordea and OP Financial Group – Sale of Automatia Pankkiautomaatit to Loomis Ilmarinen, OP and LocalTapiola – Acquisition of Stakes in REDI and Tampere Central Deck and Arena Project OP Cooperative – Sale and Leaseback of OP Headquarter Campus in Helsinki 2019 OP Corporate Bank – Financing Arrangement for Veho Lenders – Metsä Board’s Bank Financing Facility with Sustainability Targets OP Group – Successful Defence of OP Group in Major FCCA Dominance Investigation OP Corporate Bank – SRV Group’s Issue of EUR 58.4 Million Capital Notes OP Financial Group – Reorganisation of Shareholding in Access Capital Partners Pohjola Health – Sale of Occupational Health Services Business OP Life Assurance Company – Disposal of a Helsinki CBD Property Fund Managed by OP Real Estate Asset Management – Konepaja Hotel Development Project 2018 OP Corporate Bank – EUR 43 Million Financing Arrangement for Kreate OP Corporate Bank and Nordea Bank – Revolving Credit Facility Agreement for Lehto OP Corporate Bank – Financing of the Acquisition of Roima Intelligence OP Financial Group – Sale of Residential Portfolio to Kojamo Group Central Deck and Arena – Pioneering Real Estate Development Project Featuring Finland’s Largest Multi-purpose Arena in Tampere City Centre 2017 OP Toimitilakiinteistö – Acquisition of Modern Logistics Warehouse OP Rental Yield – Acquisition of BREEAM Certified Office Properties 2016 OP Corporate Bank – Financing of Intera Partners’ Acquisition of Sikke Security Oy (formerly ISS Security Oy) OP Property Management – Sale of a Large Real Estate Portfolio to M7 Real Estate Helsinki Area Cooperative Bank – Court Case Concerning Electronic Identification Services Act 2015 OP-Rental Yield – One of Finland’s Largest Real Estate Portfolio Transactions in the 21st Century OP-Pohjola & LähiTapiola – Construction and Development of REDI Shopping Centre and Parking Facilities 2014 OP-Pohjola – Tender Offer for All Shares in Pohjola Bank OP-Rental Yield – Acquisition of a Property Portfolio Comprising Over 20 Residential Properties and Over 800 Housing Units

25.3.2021

Neste – EUR 500 Million Green Bond

We advised Neste Corporation in the issue of a EUR 500 million green bond. The 7-year bond represents the first issuance under Neste Corporation’s newly established Green Finance Framework. ‘With the issuance of our first Green Bond, we are providing investors the opportunity to support our objective to mitigate climate change globally by reducing greenhouse gas emissions through our renewable and circular solutions’, says Mika Rydman , Vice President and Group Treasurer, Neste The proceeds from the issue will be used in accordance with Neste Corporation’s Green Finance Framework, for example for investments into the development, operation, maintenance and expansion of the company’s renewable and circular solutions with the objective of mitigating climate change globally by reducing greenhouse gas emissions.

22.3.2021

Metsä Fibre – Investment Decision and Financing for Bioproduct Mill

We advised Metsä Fibre, a part of Metsä Group, in securing financing for the construction of its new bioproduct mill in Kemi, Finland. Metsä Fibre has now made the investment decision to build the mill. The value of the investment is EUR 1.6 billion and it is the largest investment ever made by the Finnish forest industry in Finland. A Unique Bioproduct Mill Concept – Wood from Sustainably Managed Forests The way Metsä Fibre renews its mills is based on the company’s unique bioproduct mill concept. In the concept, the renewable wood raw material and production side streams are used in full as different bioproducts, thus replacing fossil-based materials and fossil fuels. The wood used by the mill will be sourced from sustainably managed forests. The Kemi bioproduct mill will produce some 1.5 million tonnes of softwood and hardwood pulp per year, as well as many other bioproducts. It will also produce 2.0 TWh of renewable electricity per year, which equals roughly 2.5 percent of Finland’s total electricity production. The construction phase will take approximately two and a half years, and the mill will be completed in 2023.

15.2.2021

Finnlines – Acquisition of Three New Hybrid Cargo Vessels

We were the legal adviser in three arrangements for the financing of the acquisition of three new ultra-green hybrid cargo vessels by Finnish shipping company Finnlines Plc. The new hybrid cargo vessels will be equipped with high-powered battery banks and photovoltaics, which will allow the ships to use electricity and operate emission-free while docked. The vessels will be delivered during 2021–2022 and will operate on routes between Finland and Europe. These new vessels are larger than the ships Finnlines currently has in use and will increase the company’s transport capacity substantially. The design of the vessels’ hull, the propeller-rudder system and the innovative air lubrication under the keel will reduce friction and hydrodynamic resistance and, thus, significantly reduce the environmental impact. Finnlines Plc is the largest shipping company in Finland, providing passenger and freight transport, as well as stevedoring services in Helsinki, Turku and Naantali. Founded in 1947, the company currently employs around 1,600 people. Finnlines Plc is a leading shipping operator of ro-ro and passenger services in the Baltic Sea, the North Sea and the Bay of Biscay. The Company is a part of the Grimaldi Group, one of the world’s largest operators of ro-ro vessels and the largest operator of the Motorways of the Sea in Europe for both passengers and freight.

3.2.2021

NREP – Real Estate Financing Arrangement

We advised NREP in a real estate financing arrangement in which it purchased a headquarters property located in the district of Tapiola, Espoo, from Metsäliitto Cooperative and the Farmers’ Social Insurance Institution Mela. The significant investment of about 90 million euros expands NREP’s office portfolio, and is to date NREP’s largest single standing acquisition in Finland.

25.1.2021

Huhtamäki – Sustainability-Linked Syndicated Revolving Credit Facility Loan Agreement

We advised Huhtamäki Oyj in relation to a EUR 400 million syndicated multicurrency revolving credit facility loan agreement (RCF) with a maturity of three years. The RCF refinances an existing EUR 400 million credit facility signed in January 2015 and will be used for general corporate purposes of the group. The RCF has two one-year extension options, and the interest margin is tied to three sustainability indicators: 1. Share of renewable or recycled material in products 2. Share of non-hazardous waste recycled 3. EcoVadis rating ‘This new financing agreement speaks to how Huhtamaki is serious about its ESG ambitions. By directly linking sustainability to our financing, we are taking yet another step in embedding sustainability in everything we do’, says Thomas Geust, CFO of Huhtamaki. The Mandated Lead Arrangers and Bookrunners of the RCF are Citigroup Global Markets Limited, Nordea Bank Abp, Skandinaviska Enskilda Banken AB (publ), BNP Paribas S.A., Commerzbank Aktiengesellschaft, DBS Bank Ltd., London Branch, Handelsbanken Capital Markets, Svenska Handelsbanken AB (publ), J.P. Morgan AG, Landesbank Hessen-Thüringen Girozentrale, OP Corporate Bank Plc, Raiffeisen Bank International AG and Standard Chartered Bank.

22.1.2021

L-Fashion Group – Reorganisation of Financing

We advised L-Fashion Group Oy in a financing arrangement in which it reorganised its current financing and signed a euro-denominated facilities agreement on 10 December 2020 with Nordea Bank Abp, OP Corporate Bank plc, Danske Bank A/S, Finland Branch and Skandinaviska Enskilda Banken AB (publ).

12.1.2021

Tallink Silja – Loan Agreement with Nordic Investment Bank

We assisted Tallink Silja Oy, a subsidiary of AS Tallink Grupp, in a loan arrangement with Nordic Investment Bank (NIB). The total amount of the loan limit is EUR 100 million and the loan can be drawn in EUR 10–40 million disbursements. The loan is secured by the mortgages on the group’s vessels Megastar and Baltic Queen, ranking after the existing creditors, and the corporate guarantee of AS Tallink Grupp. The Government of the Republic of Finland has issued a state guarantee in favour of NIB regarding the loan facility covering 90% of the outstanding principal amount of the loan. The loan carries an Euribor-based floating interest rate and has a final maturity of four years. The repayment of the loan starts two years from the signing of the agreement. The transaction further strengthens the liquidity buffers of Tallink Silja Oy, and thereby the entire group.

5.1.2021

NREP – Green Loan Real Estate Financing Arrangements

We have advised NREP on a number of real estate financing arrangements that have had green loan elements. A discount on the margin has been agreed on the loan when the construction projects meet certain quantitative and qualitative indicators, such as emissions from buildings and energy efficiency.

13.11.2020

NREP – Financing Arrangements in Sustainable building

We advised NREP and an institutional investor as the financier on multiple financing arrangements for the construction of residential buildings. The construction projects include the construction of rental apartments in the fastest growing and evolving residential areas in Finland. Elements of sustainable development, such as new and innovative solutions for rainwater and flood water management, were implemented in the construction projects.

4.11.2020

Cargotec – Contemplated Merger

We acted as advisor to Cargotec, a leading Finnish provider of cargo and load handling solutions, in a contemplated merger with Konecranes, a Finnish world-leading group of lifting equipment and solutions. The aim of the future company would have been to be a leader in sustainable material flow with a vision based on decarbonisation, safety, productivity and efficiency as well as maximizing the lifetime value of the equipment and solutions of its customers. Cargotec and Konecranes entered into a combination agreement on 1 October 2020. The completion of the merger was subject to the fulfilment of customary conditions precedent, including obtaining merger control approvals. On 29 March 2022 Cargotec and Konecranes jointly decided to cancel the planned merger. The reason for this decision was that the UK Competition & Markets Authority (CMA) blocked the merger. Prior to the cancellation, Cargotec and Konecranes had obtained clearances for the planned merger from numerous competition authorities, among others a conditional approval by the European Commission.

2.10.2020

Lindström – Finance Arrangement

Castrén & Snellman advised Lindström Oy in a finance arrangement in which Lindström Oy entered into two bilateral revolving credit facility agreements, one with Danske Bank A/S, Finland Branch and the other with Nordea Bank Abp.

31.8.2020

Vantaa Energy, Infranode and Keva – Acquisition of District Heating Business

Castrén & Snellman is representing a consortium consisting of Vantaa Energy, Infranode and Keva in their acquisition of Fortum’s district heating business in the Järvenpää-Tuusula region of Finland. Vantaa Energy, Infranode and Keva will together fully own the district heating business in the Järvenpää-Tuusula region. The transaction was completed on 19 August 2020, and the joint venture established in the transaction, Vantaan Energia Keski-uusimaa Oy, has begun operations.

3.7.2020

Employment Fund – Issue of Two Bonds in the Aggregate Amount of EUR 1.2 Billion

We assisted the Employment Fund in its issue of two EUR 600 million unsecured bonds on 16 June 2020. The first bond matures on 16 June 2023 and the other bond matures on 16 June 2027. S&P Global Ratings has assigned the bonds a credit rating of AA+.

1.7.2020

Employment Fund – EUR 800 Million Finance Arrangement

We advised the Employment Fund in a finance arrangement in which the Employment Fund renewed its previous EUR 400 million revolving credit facility agreement with four banks by signing corresponding agreements totalling EUR 800 million on 9 April 2020 with the following banks: Danske Bank A/S, Finland Branch, Nordea Bank Abp, OP Corporate Bank plc, Swedbank AB (publ) and Svenska Handelsbanken AB (publ), Branch Operation in Finland. The RCFs are valid for two years and include a one-year extension option, but the use of the option is subject to the support of the banks. The Employment Fund submitted an application to the Ministry of Finance on 3 April 2020 concerning a state guarantee for the aforementioned facilities. The guarantee requires a decision of Parliament. The Employment Fund’s Chief Financial Officer Tapio Oksanen summarises the significance of the agreements, ‘We are very satisfied and happy that we were able to agree significant revolving credit facilities with our banks in such a short timeframe. This financing arrangement offers us alternative forms of debt financing in addition to our current commercial paper programme. I would also like to thank all of the banks participating in the arrangements for their strong commitment to strengthening the Employment Fund’s financing structure and securing the financing of employment benefits.’

25.5.2020

Caverion and Manager Banks – Issue of EUR 35 Million Hybrid Bond

We assisted Caverion Corporation and manager banks Nordea Bank Abp and OP Corporate Bank plc in the issue of a hybrid bond of EUR 35 million. Despite the current challenging market environment, the issue was significantly oversubscribed. ‘I am pleased with the demand the investors showed towards our hybrid bond in the current challenging market environment amidst the coronavirus pandemic, as evidenced by the significantly oversubscribed order book. Our current liquidity is strong, and the transaction supports our equity ratio. Caverion retains high financial flexibility to support the execution of the company’s updated strategy of investing in profitable growth’, says Martti Ala-Härkönen, Chief Financial Officer of Caverion.

12.5.2020

CRH – Update of EMTN Programme and CRH Finland Services Oyj’s Issue of EUR 500 Million Notes

We advised CRH plc and CRH Finland Services Oyj on the Finnish law aspects of the update of an EMTN programme of EUR 8 billion and of a notes emission of EUR 500 million guaranteed by CRH plc and issued by CRH Finland Services Oyj under the programme. The notes will be admitted to trading on Euronext Dublin. CRH Finland Services Oyj is part of CRH, a global building materials group headquartered in Ireland.

8.5.2020

Nordea – Financing Arrangement for Aktiivitilat

We assisted Nordea in a financing arrangement for Aktiivitilat. Part of the facility was used to finance the acquisition of three properties in Tampere and an existing portfolio. The remaining part can be used for refinancing and acquisition financing purposes.

20.3.2020

NREP – Real Estate Finance Transaction

We advised NREP and an institutional investor as the lender in a real estate finance transaction. The purpose of the financing arrangement was to finance the acquisition of a property and the construction of a residential building in the Jätkäsaari district of Helsinki. Jätkäsaari is one of the fastest developing districts in the Helsinki area, and it is estimated that Jätkäsaari will provide apartments for 21,000 people and workplaces for 6,000 people by 2030.

17.2.2020

Festivo Finland – Senior Secured Bond

We acted as legal advisor in the issue of a 13 million euro senior secured bond by refrigeration appliances manufacturer Festivo Finland Oy. Taaleri Kapitaali, a subsidiary of Taaleri Oyj, acted as the financial advisor and Taaleri Varainhoito as the lead manager. The bond issue related to an arrangement whereby Festivo Finland Oy purchased Porkka Finland Oy from Huurre Group Oy. In the same connection, Porkka Finland Oy became part of Festivo. Besides Finland, the new entity has operations in Sweden, Norway and United Kingdom.

30.12.2019

NREP – Real Estate Financing Arrangement

We advised NREP in a real estate financing arrangement. The financing will be used for real estate development projects in Finnish growth centers.

30.10.2019

Lenders – Metsä Board’s Bank Financing Facility with Sustainability Targets

Castrén & Snellman advised the coordinator, Nordea, and the other mandated lead arrangers and lenders, which were Crédit Agricole Corporate and Investment Bank, Danske Bank A/S, DNB Bank ASA, Handelsbanken, OP, SEB and Swedbank, in a bank financing facility for Metsä Board Corporation, part of Metsä Group. The facilities consists of a EUR 150 million, five-year term loan and a EUR 200 million, five-year multicurrency revolving credit facility (RCF) with two one-year extension options and a EUR 50 million accordion option. The margin of the RCF is linked to sustainability criteria that are based on selected Metsä Board 2030 sustainability targets: 1. Reduction in specific water consumption 2. Reduction in specific energy consumption The new facility will be used to repay the existing EUR 50 million term loan and to replace the undrawn EUR 150 million revolving credit facility maturing in March 2020. ‘Linking the pricing of our financing to sustainability criteria demonstrates the management’s strong commitment to reaching our recently announced, very ambitious 2030 sustainability targets’, said Jussi Noponen , CFO of Metsä Board.

20.10.2019

Nordea Bank – Senior Bond Issue by Special Investment Fund eQ Finnish Real Estate

We advised Nordea Bank Abp as the Sole Lead Manager in connection with Special Investment Fund eQ Finnish Real Estate’s issuance of EUR 90,000,000 senior secured bonds to domestic and Nordic investors. The complex transaction was the issuer’s entry into the bond market and highlighted especially our capability to include bonds in an existing security pool with significant bank funding.

4.7.2019

Esmero – Disposal of a Real Estate Portfolio

We advised Fastighets AB Esmero Retail Property when it sold five K-Rauta retail properties located in large and mid-size cities in Finland. The portfolio was acquired by Kauko E. Naumanen Oy and Kiinteistö Oy Naumanen on behalf of companies to be established.

20.5.2019

Nordea – Super Senior RCF to Support Unitranche Led Refinancing

Castrén & Snellman acted as counsel to Nordea Bank Abp in a refinancing arrangement of Reima Group, majority owned by Riverside Company. Nordea was the sole arranger in the EUR 30 million SSRCF to support Reima Group’s unitranche facility.

15.5.2019

Global Net Lease – Financing

We advised Global Net Lease Inc. in the refinancing of its EUR 74,000,000 Senior Term Loan Facility Agreement. The facility was used to finance the properties owned by Global Net Lease Inc. The portfolio is comprised of five properties, four in Vantaa and one in Mäntsälä. The Vantaa properties are all let to Finnair Oyj, the largest airline company in Finland. The Mäntsälä property is a logistics warehouse and office space let to Tokmanni Oyj, a major stock-listed discount retailer in Finland.

13.5.2019

GLL Pan European Property Fund – Acquisition of a High-Quality Office Property in Helsinki

We advised GLL Pan European Property Fund in the acquisition of a 20,000 m 2 high-quality office property in Pasila leased to Sweco. The highly competitive acquisition anchors the Pasila area as a significant office location in the Helsinki Metropolitan Area. We advised GLL both on the acquisition as well as the acquisition financing of the transaction.

8.5.2019

Caverion and Manager Banks – Tender Offer for Hybrid Notes and Issue of EUR 75 Million Bond

We assisted Caverion and the lead managers Nordea and SEB, in a voluntary tender offer for Caverion’s EUR 100 million hybrid notes issued in 2017. The aggregate nominal amount of the repurchased hybrid notes was EUR 33.94 million. At the same time, we assisted the company and the lead managers in the issue of a four-year EUR 75 million senior unsecured bond. The bond carries a fixed annual interest rate of 3.25% per annum and will be used for the partial redemption of the hybrid notes, for general corporate purposes, and for investments in accordance with Caverion’s strategy, including acquisitions. The bond was well received in the market and substantially oversubscribed. Caverion will apply for the listing of the bond on the official list of Nasdaq Helsinki Ltd.

29.3.2019

Bregal Milestone – Strategic Investment

We acted as the Finnish counsel for Bregal Milestone in connection with a strategic investment whereby a fund advised by Bregal Milestone granted a loan totalling EUR 50 million to Basware Corporation and subscribed for warrants convertible into shares in Basware representing in total a fully diluted shareholding of approximately 6.5% in the company. Bregal Milestone is the investment adviser to a EUR 400 million fund dedicated to making investments primarily in Europe. It provides non-control capital and strategic assistance to leading growth companies. Basware offers the largest open business network in the world and is the global leader in providing networked purchase-to-pay solutions, e-invoicing and innovative financing services. It is traded on Nasdaq Helsinki.

21.3.2019

Caverion – Finance Arrangement

We advised Caverion in a finance arrangement whereby it agreed with its lending parties on refinancing its bank loans and revolving credit facility. The new facilities agreement was signed on 4 February 2019. It consists of a EUR 100 million revolving credit facility and a EUR 50 million term loan with a bullet maturity of 3 years and the possibility to extend the maturity by one additional year. The arrangement enabled Caverion to prolong its loan maturity and strengthen its long term liquidity.

3.2.2019

SSA Group – Project financing arrangement

We acted as SSA Group Oy’s legal counsel in a EUR 20 million project financing arrangement with a Nordic senior lender. The financing solution secures the construction phase financing for the SSA Base Helsinki hotel project and ensures that the construction work will be completed regardless of the development of sales. The SSA Base Helsinki hotel will be completed in 2020 and will feature 440 high-quality rooms. The hotel’s concept is unique, as the building can be used not only as a traditional hotel, but will also serve the developing office hotel market. The hotel is located on one of Helsinki’s main thoroughfares. Construction is well under way and proceeding on schedule. A total of 250 Base rooms have already been reserved, and 230 binding sales have been made.

18.1.2019

Zsar Outlet Village – Financing Arrangements

We acted as the sole legal advisor in the financing of the new Zsar Outlet Village in Vaalimaa, the first premium outlet village in Finland. We handled the complex financing structure consisting of several equity issues, bank financing and a junior bond. We advised Zsar Oy as the owner and operator, the Finnish Industry Investment Ltd (Tesi) as anchor investor and Prudentus Capital Oy as the sole lead manager throughout the process. The assignment demonstrated Castrén & Snellman’s capabilities to advise clients in demanding and multifaceted projects where tailor-made solutions are needed. Read more: www.zsar.fi/

28.11.2018

Nordea – Re-domiciliation of Nordea

Castrén & Snellman advised Nordea Bank Abp with respect to Finnish law when the parent company’s registered office was transferred to Finland on 1 October 2018. The re-domiciliation from Sweden to Finland was carried out by way of a reversed cross-border merger, where the former parent company Nordea Bank AB (publ) merged with its Finnish subsidiary Nordea Bank Abp. Nordea Bank AB (publ) has been dissolved and all its assets and liabilities have been transferred to Nordea Bank Abp, which now is the parent company of Nordea Group. Nordea Bank Abp received the necessary licence from the European Central Bank in June 2018.

5.11.2018

Cramo – Cramo Strengthens Its Position in the Modular Space Market by Acquiring Nordic Modular Group

Castrén & Snellman advised Cramo in an acquisition finance arrangement in which Cramo strengthened its position in the Nordic modular space market and expanded its business model to in-house development and production of modular solutions by acquiring the Swedish based Nordic Modular Group Holding AB from Strukturfonden HC11 AB, which is a subsidiary of Nalka Invest AB, and certain minority shareholders. The enterprise value of the transaction was approximately SEK 2.725 billion. NMG, a well-established player in the Nordic modular space market, was founded in 1956. The Company’s main market is Sweden, with operations also in Norway, Denmark and Finland. It employs 230 people with reported sales of SEK 779 million and EBITA of SEK 160 million in 2017. In the first quarter of 2018, the sales of NMG increased by 26% compared to the first quarter of 2017. NMG currently serves municipal customers, county councils and private companies with a primary focus on schools, pre-schools, elderly housing solutions and offices. It develops, manufactures, sells and rents relocatable buildings through its three subsidiaries, Temporent AB, Nordic Modular Leasing AB and Flexator AB. Temporent rents out modular solutions with a fleet consisting of approximately 6,500 modules, serving primarily municipalities and large private companies. Nordic Modular Leasing leases out modular units with a primary focus on longer term contracts. Flexator designs, manufactures and sells professional modular buildings based on standardised building systems from site huts to advanced solutions.

30.10.2018

Lassila & Tikanoja – Voluntary Tender Offer of Outstanding EUR 30 Million Bond and New EUR 50 Million Bond Issue

We advised Lassila & Tikanoja Oyj and Danske Bank A/S in the voluntary tender offer of Lassila & Tikanoja’s EUR 30 million bond issued in 2014. The tender offer was successfully completed with an uptake of approximately EUR 27 million. We simultaneously acted as sole legal counsel to both Lassila & Tikanoja as the issuer and Danske Bank A/S, Finland Branch in its capacity as Lead Manager in a new EUR 50 million bond issue. With this transaction Lassila & Tikanoja succeeded in lengthening the maturity of their loan portfolio with favourable terms.

24.9.2018

Nordea – Acquisition of Office Property Portfolio

Castrén & Snellman acted as counsel to Nordea Bank AB (publ), Finnish Branch in Areim Fund III’s acquisition of a portfolio of eight office properties from Avant Capital Partners, Varma Mutual Pension Insurance Company and the EPISO 4 fund advised by Tristan Capital Partners. The office portfolio is located mainly in the Greater Helsinki area and comprises a total lettable area of approximately 66.500 square metres.

13.7.2018

Pihlajalinna – Reorganisation of long-term debt

We acted as legal adviser to Pihlajalinna Plc in a finance arrangement where Pihlajalinna signed a five-year, EUR 120 million unsecured financing arrangement with Danske Bank and Nordea Bank. The arrangement comprises a revolving credit limit and long-term loan. It also includes an opportunity to increase the total amount by EUR 60 million (to EUR 180 million), subject to separate decisions on a supplementary loan from the funders. The unsecured revolving credit facility that is intended for the group’s general funding needs and acquisitions replaces the unsecured EUR 60 million revolving credit facility, which was signed in September 2015. The financing arrangement includes customary covenants. Danske Bank serves as the agent for the loan arrangement.

9.3.2018

NIAM – Financing of the Acquisition of the Suurpelto and Laajasalo Retail Centres

We advised Niam in the financing of the acquisition of the Suurpelto Retail Centre and the Laajasalo Retail Centre from NCC Property Development Oy. Both properties are located in the Helsinki metropolitan area. The Suurpelto retail centre opened in November 2017, and the Laajasalo retail centre is scheduled to open in November 2018.

19.2.2018

Sunborn Finance – Offering of Bonds Totalling EUR 50 Million

We advised Sunborn Finance Oy as the issuer in connection with an offering of EUR 50,000,000 in senior secured high-yield bonds denominated in euro to domestic and other Nordic investors. DNB Bank ASA, Sweden Branch, and OP Corporate Bank plc acted as the joint lead managers in the transaction. Sunborn Finance Oy owns the Naantali and Ruissalo spa hotels and the transaction was instrumental for securing the continuous development of the spa hotels and reducing the financing costs of Sunborn Finance Oy. The bonds will be listed on Nasdaq Helsinki within 12 months from the issue date.

9.2.2018

Delta Motor Group – Sale of Kia and Mitsubishi Import Business

We acted as the legal advisor to Delta Motor Group Oy in its sale of the Finnish import business of Kia and Mitsubishi cars to Bergé Auto Nordics Oy, a new company managed by Spanish Bergé Automoción SL. Delta Auto Oy will continue as the retailer for Kia and Mitsubishi. The transaction enables both parties focus on their core business. Full-service car dealer chain Delta Auto sells and services Kia, Mitsubishi, Mazda and Opel vehicles locally in its 20 dealerships as well as BMW vehicles in Delta Bavaria. Delta Auto is also one of Finland’s largest used car dealers. Delta Motor Group’s revenue in 2016 was EUR 543 million and it had around 560 employees. Bergé Automoción SL is a Spanish company established in 1870 and it is the leading importer of cars in Spain, Portugal and Latin America. The company represents 26 different car brands in seven different market areas. Bergé Automoción SL has been in the car industry since 1979 and has sold more than 2 million vehicles since then.

2.2.2018

Finnlines – Loan from Danmarks Skibskredit A/S

Castrén & Snellman acted as legal advisor to Finnlines in an arrangement in which Finnlines has signed a loan agreement with Danmarks Skibskredit A/S. The loan relates to an arrangement in which Finnlines Plc’s fully owned Swedish subsidiary, Rederi Aktiebolaget Nordö-Link, purchased from the Grimaldi Group a Star class passenger-freight vessel, MS Europalink, in accordance with the purchase agreement signed earlier. MS Europalink will be fitted with exhaust gas scrubbers in mid-March and she will sail under Swedish flag. MS Europalink will start providing the liner services on Malmö–Travemünde route. The vessel will undergo refurbishment in the public areas and, thus, can even better meet the passengers’ needs. This modern ro-pax vessel was built at Fincantieri Shipyard in Italy in 2007, and it has a capacity of 4,215 lane metres and 554 passengers.

26.1.2018

Sp Mortgage bank – Update of Covered Bond Programme and Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the update of a EUR 3,000,000,000 mortgage covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc issued in October 2017 5-year EUR 500 million covered bonds due 2022. The issuance was documented under the covered bond programme and listed on the Irish Stock Exchange. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

14.11.2017

Nordea – Funds Managed by Sentica Partners Acquire Controlling Interest in VMP Group

We represented Nordea in a transaction financing arrangement in which the ownership base of staffing service company VMP Group was strengthened following the acquisition of a controlling interest by Finnish private equity investor Sentica Partners. The founding Savolainen family and the current management remain major shareholders in VMP Group and are committed to developing the company.

31.10.2017

Metsä Board Corporation – Voluntary Tender Offer of Outstanding EUR 225 Million Bond and New EUR 250 Million Bond Issue

We advised Metsä Board Corporation as well as the Dealer Managers Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) in Metsä Board’s voluntary tender offer of its EUR 225 million bond issued in 2014. The tender offer was successfully completed with an uptake of approximately EUR 157.7 million. We simultaneously acted as sole legal counsel to Metsä Board and the Joint Lead Managers Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) in a new EUR 250 million bond issue. The maturity of the new bond is 10 years, which is among the longest listed bonds governed by Finnish law since the 1990s.

5.10.2017

Pohjoismaiden Hoivatalot – Extensive finance arrangement

We advised Pohjoismaiden Hoivatalot Oy in putting its financing services out to tender and in concluding a large finance arrangement with OP Corporate Bank plc, Nordea Bank AB (publ), Finnish Branch and Aktia Bank p.l.c. for the purpose of acquiring healthcare properties.

22.9.2017

Caverion – Issuance of EUR 100 million hybrid bond

We advised Caverion, as well as Nordea, OP and SEB as the joint lead managers, in Caverion’s EUR 100 million hybrid bond issue. Due to excellent demand, the issue size was increased from the original EUR 80 million to EUR 100 million. The coupon of the hybrid bond is 4.625 per cent per annum until 16 June 2020. The coupon of the hybrid bond is the lowest coupon ever in the Finnish hybrid bond market.

16.6.2017

The Mortgage Society of Finland – Update of a EUR 1,500,000,000 Note Issuance Programme

We advised the Mortgage Society of Finland in the update of a EUR 1,500,000,000 programme for the issuance of senior unsecured notes, subordinated debentures and covered bonds. The programme was updated to only include wholesale instruments. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd.

1.6.2017

The Unemployment Insurance Fund – Credit Facility Agreement

We advised Finland-based Työttömyysvakuutusrahasto, The Unemployment Insurance Fund in relation to a EUR 400,000,000 credit facility agreement which Työttömyysvakuutusrahasto signed on 20 April 2017 with OP Corporate Bank plc, Nordea Bank AB (publ), Finnish Branch, Svenska Handelsbanken AB (publ), Branch operation in Finland and Swedbank AB (publ). The credit facility has a maturity of two years and the Finnish Government has granted a state guarantee of EUR 440,000,000 for the credit facility. The credit facility replaces the old credit facilities of Työttömyysvakuutusrahasto and it is aimed to ensure the financing of the benefit payments entitled to Työttömyysvakuutusrahasto.

10.5.2017

Finnfund – Project Finance Arrangements in Emerging Markets in Africa, Asia and the Middle East

We assisted Finnish Fund Industrial Cooperation Ltd (FINNFUND) in various project finance arrangements in emerging markets in Africa, Asia and the Middle East, notably in the renewable energy sector.

21.4.2017

Nordea – Pohjolan Design-Talo Oy acquires Finnlamelli Oy’s business

We advised Nordea in a financing arrangement, when Pohjolan Design-Talo Oy acquired all business activities of Finnlamelli Oy, one of the leading log house manufacturers in Finland. Pohjolan Design-Talo is a leading Finnish manufacturer of ready-to-move-in houses.

27.3.2017

Nordea – Facility Agreement with Non-UCITS Fund

We acted as counsel to Nordea in a finance arrangement where Erikoissijoitusrahasto Elite Vuokratuotto signed a facility agreement with Nordea.

22.3.2017

PennantPark – Facility Agreement

We acted as Finnish counsel to PennantPark Investment Corporation and PennantPark Credit Opportunities Fund II, LP in connection with a EUR Facility Agreement with Sunborn Oy and Sunborn Saga Oy as borrowers and guarantors and secured by the borrowers.

30.12.2016

Nordea – CapMan Buyout Invests in Forenom

We advised Nordea in an acquisition finance arrangement, where CapMan (CapMan Buyout X fund) acquired a majority equity share in Forenom. Forenom is a leading, fast-growing Nordic temporary housing service operator, which manages more than 3,200 furnished apartments, several aparthotels as well as hostels across the Nordics. Barona Group as the previous owner as well as Forenom’s management will continue holding minority stakes in the company.

29.12.2016

Caverion – EUR 60 Million Long-Term Term Loan Agreement

We advised Caverion Corporation in relation to a new EUR 60 million unsecured long-term bullet term loan agreement that Caverion Corporation signed with its core banks. The loan will be used for general corporate purposes and it will balance the debt maturity structure and support the liquidity management in the Group. The loan will mature as a bullet loan in February 2021. The parties furthermore confirmed the EBITDA calculation principles related to the Group’s financial covenant (Net Debt/EBITDA). Mandated Lead Arrangers of the loan arrangement are OP Corporate Bank plc, Nordea Bank Finland Plc and Skandinaviska Enskilda Banken AB (publ).

22.12.2016

Secto – High-Yield Bond Issuance

We advised Secto Automotive Group Oy and Prudentus Capital Oy in connection with an offering of senior secured high-yield bonds denominated in euro to domestic and other Nordic investors. Prudentus Capital Oy acted as the financial advisor to Secto Automotive Group Oy and the sole bookrunner. The demand for the bonds was strong, and the offering was heavily oversubscribed. Secto is the leading privately owned leasing company focusing on SMEs in Finland. The Group specializes in various car leases with over 2000 customers and a fleet of ~4500 vehicles. The Group’s growth has been both organic and profitable with CAGR of over 50% since its establishment in 2007.

12.12.2016

Sp Mortgage Bank – Establishment of Cover Bond Programme and Issue of EUR 500 Million Covered Bond

We advised Sp Mortgage Bank Plc in the establishment of a EUR 3,000,000,000 mortgage covered bond programme. Under the programme, Sp Mortgage Bank Plc may issue covered bonds that may be listed on the regulated market. Sp Mortgage Bank Plc issued on 29 November 2016 an inaugural 5-year EUR 500 million covered bonds due 2021. The issuance was documented under the newly established programme and listed on the Irish Stock Exchange. Credit rating agency S&P assigned ‘AAA’ ratings to Sp Mortgage Bank Plc’s mortgage covered bond programme and inaugural issuance. Sp Mortgage Bank Plc is part of the Savings Banks Group and the Savings Banks Amalgamation. The role of Sp Mortgage Bank Plc is, together with Central Bank of Savings Banks Finland Plc, to be responsible for obtaining funding for the Savings Banks Group from money and capital markets. Sp Mortgage Bank Plc is responsible for the Savings Banks Group’s mortgage-secured funding by issuing covered bonds.

1.12.2016

Cramo – Voluntary Tender Offer of Outstanding EUR 100 Million Bond and New EUR 150 Million Bond Issue

We advised Cramo Plc and Nordea Bank Danmark A/S in the voluntary tender offer of Cramo’s EUR 100 million bond issued in 2012. The tender offer was successfully completed with an uptake of approximately EUR 83.7 million. We simultaneously acted as sole legal counsel to both Cramo as the issuer and Nordea Bank Finland Plc and OP Corporate Bank plc in their capacity as Joint Lead Managers in a new EUR 150 million bond issue. The transactions enable Cramo to reduce its financing costs and simultaneously extend its average debt maturity profile.

25.11.2016

Capital IP Investment Partners – Credit Agreement

We acted as Finnish counsel to Capital IP Investment Partners LLC in connection with a $22,000,000 Credit Agreement with Questback AS as borrower and fully secured by the borrower and other group companies.

21.10.2016

Nordea – Financing the acquisitions of office and logistics portfolios by NREP

We advised Nordea in a transaction where they financed the acquisitions of a Finnish logistics portfolio located in Southern Finland and an office portfolio located in Helsinki by NREP Nordic Strategies Fund II, a fund managed by NREP. The portfolios were acquired from Aberdeen and A. Ahlström Kiinteistöt Oy.

12.9.2016

Finnlines – Loan from EIB with guarantees from Nordea and Finnvera to finance part of the MEUR 100 Environmental Technology Investment Programme

Castrén & Snellman acted as legal advisor to Finnlines in an arrangement in which Finnlines has signed a EUR 50 million loan agreement with The European Investment Bank (“EIB”). Nordea Bank Finland Plc (“Nordea”) will, in favour of EIB, guarantee the loan facility and the subsequent counter guarantee covering 80 per cent is issued by Finnish Export Credit Agency Finnvera Plc (“Finnvera”) in favour of Nordea. The loan will be used for Finnlines’ EUR 100 million Environmental Technology Investment Programme. The aim of the programme is to improve the ships’ fuel economy and to reduce the emissions by installing exhaust gas scrubbers as well as by reblading and treating the vessels with silicone anti-fouling for reducing hull friction. By these measures Finnlines can meet the new stricter MARPOL sulphur emission regulations that came into force in the beginning of 2015 in a cost efficient way. The environmental programme was initiated in 2014 and by now 18 out of 22 ro-ro and ro-pax vessels are equipped with scrubbers, 7 have been rebladed and 2 repainted. Scrubbers, new propellers and the reduced hull friction will improve the fuel efficiency which in turn will also reduce the overall fuel consumption leading in the reduction of the CO 2 , NOx and SO 2 emissions. In 2015, Finnlines’ overall fleet fuel consumption decreased over 8 per cent compared with 2014. Measured as Finnlines’ environmental footprint, this means a 75,000 tons CO 2 emission reduction, approximately 1,700 tons NOx emission reduction and 5500 tons SO 2 emission reduction (i.e. 91 per cent) on an annual basis. The programme is to be completed by early 2017.

30.6.2016

Arctia – Finance arrangements

We advised Arctia Ltd in putting its financing services out to tender and in concluding unsecured bilateral loan agreements with three different financiers. Arctia Ltd is a limited company owned by the Finnish State. Its line of business is the provision of icebreaking services and specialised multipurpose vessel services.

23.6.2016

Sponda – Syndicated Credit Facilities Agreement Totalling EUR 600 Million

We advised the banks in relation to the arrangement in which Sponda Plc signed a syndicated credit facilities agreement for EUR 600 million in total. The agreement includes a term-loan for EUR 500 million and a EUR 100 million revolving credit facility. The unsecured facilities are for 5 years. The term-loan is being used for refinancing existing loans that mature in 2016 and for general corporate purposes. The EUR 100 million revolving credit facility extends the similar undrawn EUR 100 million revolving credit facility’s original maturity onwards from November 2016. The terms for the facilities are similar to those of for Sponda’s other loans and the most important covenants (the equity ratio and the interest coverage ratio) of the arrangement are in line with the company’s other financial covenants. The mandated lead arrangers and bookrunners are Danske Bank A/S, Nordea, OP Corporate Bank plc, SEB and Swedbank AB (publ) and the lead arrangers Aktia Bank p.l.c. and Helaba (Landesbank Hessen-Thüringen Girozentrale). Nordea acted as sole co-ordinating bookrunner and is the Facility Agent.

21.6.2016

CVC – Acquisition of ÅR Packaging Group

We are acting as Finnish counsel for CVC Capital Partners (CVC) in its acquisition of ÅR Packaging Group AB from funds managed by Ahlström Capital and Accent Equity Partners. The transaction requires clearance from the competition authorities. Founded in 2011 through the merger of A&R Carton and Flextrus, AR Packaging is one of Europe’s leading packaging companies with sales of approximately EUR 560 million (pro forma 2015) and 2 200 employees across 17 factories in 9 countries. CVC is one of the world’s leading private equity and investment advisory firms. CVC has completed over 300 investments in a wide range of industries and countries across the globe. Today, CVC’s funds are invested in over 60 companies worldwide which employ over 400,000 people and generate combined annual sales of approximately USD 120 billion.

15.6.2016

Bonum Bank – Establishment of €750 Million Bond Programme and Issue of €100 Million Bond

We advised Bonum Bank Plc in the establishment of a EUR 750 million programme for the issuance of senior unsecured notes. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd. Bonum Bank Plc issued an inaugural 3-year senior unsecured EUR 100 million bond in June 2016. The issuance was documented under the newly established programme and listed on the Helsinki Stock Exchange.

13.6.2016

Nordea and Aktia – A facilities agreement with non-UCITS fund Erikoissijoitusrahasto eQ Liikekiinteistöt

We acted as counsel to Nordea and Aktia Bank p.l.c. in a large finance arrangement where Erikoissijoitusrahasto eQ Liikekiinteistöt signed a facilities agreement with the aforementioned financiers.

31.5.2016

Nordea, Aktia, Ilmarinen & LocalTapiola – A Facilities Agreement with Non-UCITS Fund Erikoissijoitusrahasto eQ Hoivakiinteistöt

We acted as counsel to Nordea, Aktia Bank p.l.c., Ilmarinen, LocalTapiola General Mutual Insurance Company and LocalTapiola Mutual Life Insurance Company in a large finance arrangement in which Erikoissijoitusrahasto eQ Hoivakiinteistöt signed a facilities agreement with the aforementioned financiers.

22.2.2016

Northern Horizon – A Facility Agreement with Northern Horizon’s Healthcare II Fund

We acted as counsel to Northern Horizon in a large finance arrangement where its Healthcare II fund signed a facility agreement with Nordea.

11.2.2016

Sponsor Capital – Sponsor Acquires Orthex Group

We acted as counsel in all finance-related matters in an acquisition arrangement where Sponsor Fund IV, a fund managed by Sponsor Capital, acquired Orthex Group, the leading manufacturer and marketer of plastic household products in the Nordics. Nordea Bank Finland Plc provided the financing for the arrangement.

7.1.2016

Sponda – EUR 80 Million Loan Agreement

We acted as counsel in a finance arrangement where Sponda Plc signed a 5-year loan agreement for EUR 80 million with Pohjola Bank plc, Danske Bank A/S, Helsinki Branch and Nordea Bank Finland Plc. The loan is unsecured.

6.11.2015

Nordea Bank Finland – A loan agreement with non-UCITS fund Erikoissijoitusrahasto eQ Hoivakiinteistöt

We acted as counsel to Nordea Bank Finland Plc in a finance arrangement where Erikoissijoitusrahasto eQ Hoivakiinteistöt signed a loan agreement with Nordea Bank Finland Plc.

5.11.2015

Nordea Bank Finland – A loan agreement with non-UCITS fund Erikoissijoitusrahasto eQ Liikekiinteistöt

We acted as counsel to Nordea Bank Finland Plc in a finance arrangement where Erikoissijoitusrahasto eQ Liikekiinteistöt signed a loan agreement with Nordea Bank Finland Plc.

5.11.2015

Unemployment Insurance Fund (TVR) – Issue and Listing of an Unsecured Rated Bond of EUR 300 Million

We advised TVR in the issue and listing of a EUR 300 million fixed rate unsecured bond rated by Standard & Poor’s. The bond was listed on the NASDAQ OMX Helsinki on 16 October 2015.

19.10.2015

Avora Property – Sale of Real Estate Portfolio to Sirius

We assisted Avora Property, a company owned by a fund of Partners Group (listed on the SIX Swiss Exchange) and managed by Nordic real estate investor Niam, in the sale of a real estate portfolio consisting of five retail properties to Sirius Fund I Grocery. The properties are located in Jyväskylä, Raasepori, Savonlinna, Siilinjärvi and Ylivieska, Finland.

15.9.2015

Esmero Retail Property – Sale of Business Property to Quorum

We assisted Esmero Retail Property, a company owned by a fund of Partners Group (listed on the SIX Swiss Exchange) and managed by Nordic real estate investor Niam, in the sale of a retail property located in Jyväskylä, Finland, to real estate equity fund Quorum Kehitysrahasto I. The property is leased to a hardware store.

14.9.2015

Unemployment Insurance Fund – EUR 1,000 Million Credit Facility Agreement

We advised the Unemployment Insurance Fund (UIF) in relation to a EUR 1,000 million credit facility agreement signed with six major Nordic banks on 29 April 2015. The credit facility is valid for two years, and part of the credit facility can also be renewed for one year. This credit facility replaces the UIF’s old credit facilities, and it is essentially sufficient to secure the UIF’s foreseeable needs for debt financing in 2015 and onwards. The Finnish Government has granted an absolute state guarantee of EUR 770 million for the credit facility.

19.8.2015

Forchem – EUR 70 million High-Yield Bond Issuance

We advised Forchem Oy in connection with a EUR 70 million offering of senior secured high-yield bonds to domestic and international investors. Pareto Securities acted as the sole bookrunner. Forchem Oy is a leading European producer of pine chemical derivatives and one of the four globally dominating producers. Forchem Oy operates a state-of-the-art crude tall oil fractionation facility in Rauma, Finland. The high-yield bond issuance was completed in a record time of approximately one month. The demand for the bonds was strong, and the offering was heavily oversubscribed.

24.7.2015

Ahlstrom Corporation – Refinancing of Revolving Credit Facility

We advised Ahlstrom Corporation in the refinancing of its revolving credit facility totalling EUR 200 million (initially EUR 250 million). The new EUR 180 million three-year revolving credit facility includes two 12-month extension options for Ahlstrom Corporation, subject to the consent of the participating banks. The banks acting as mandated lead arrangers and bookrunners are BNP Paribas, Crédit Agricole, Nordea, Pohjola, SEB and Swedbank. Pohjola acts as the agent and Swedbank as the documentation agent.

1.7.2015

Unemployment Insurance Fund (TVR) – Issue and Listing of an Unsecured Rated Bond of EUR 600 Million

We advised TVR in the issue and listing of a EUR 600 million fixed rate unsecured bond rated by Standard & Poor’s. The bond was listed on the NASDAQ OMX Helsinki on 25 June 2015.

25.6.2015

Nordea and five other commercial banks – Metsä Fibre Has Signed the Financing Agreements for the Äänekoski Bioproduct Mill Project

We advised Nordea as coordinator and agent and five other commercial banks in the financial arrangements for the bioproduct mill, to be constructed by Metsä Fibre in Äänekoski, Finland. Valued at EUR 1.2 billion, the investment project is the largest ever carried out by the forest industry in Finland. Apart from Nordea and five other commercial banks, Finnvera plc, the Swedish Export Credits Guarantee Board (EKN), the Swedish Export Credit Corporation and the European Investment Bank are also participating in the financial arrangements.

16.6.2015

Sponda Plc – Issue and Listing of an Unsecured Bond of EUR 175 Million

We advised Sponda Plc in the issue and listing of a EUR 175 million fixed rate unsecured bond. The bond was listed on the NASDAQ OMX Helsinki on 29 May 2015.

29.5.2015

Nordea Bank Finland Plc and Pohjola Bank plc – Financing of the Tornio LNG Terminal Project

Castrén & Snellman advised Nordea Bank Finland Plc and Pohjola Bank plc in the project financing for an LNG terminal to be constructed and operated in Tornio by the Manga group of companies. The Manga group is backed by a consortium consisting of Outokumpu Oyj, SSAB Europe Oy, Skangass Oy and EPV Energia Oy. The start-up of operations of the newly built facility and the LNG and natural gas logistics chain is planned for early 2018. The cost of constructing the terminal is approximately EUR 100 million. Nordea Bank Finland Plc and Pohjola Bank plc are providing bank facilities, part of which are backed by a guarantee from Finnvera plc, the Finnish export credit agency. The Finnish Ministry of Employment and the Economy has granted an investment aid of 33.15 MEUR for the project.

10.4.2015

Turun Seudun Energiantuotanto – Construction and development project

We advised Turun Seudun Energiantuotanto Oy ( TSE ), one of the largest regional energy producers in Finland, in the financing of construction and development of a new 450MW multi fuel CHP plant (Na4) (generating heat, process steam and electricity) to replace the existing Naantali CHP plant (Na1). This project was one of the largest new investments in Finland in 2014. The assignment involved negotiating a term sheet and syndicated loan facility with a consortium of Nordic banks consisting of Pohjola Bank plc, Svenska Handelsbanken AB (publ), Branch Operation in Finland, and Swedbank AB (publ). The loan facility comprised a term loan facility in the amount up to EUR 210 million.

20.1.2015

PKC Group – EUR 90 Million Revolving Credit Facility Agreement

We acted as counsel to Nordea Bank Finland Plc, Pohjola Bank plc and Merchant Banking, Skandinaviska Enskilda Banken AB (publ) in a finance arrangement where PKC Group Plc signed a 5-year revolving credit facility agreement for EUR 90 million with our clients.

21.11.2014

Sponda – EUR 100 million loan agreement

We acted as counsel in a finance arrangement where Sponda Plc signed a 5-year loan agreement for EUR 100 million with Swedbank AB (publ), Finnish Branch. The loan is unsecured.

18.11.2014

Luhanka Wind Farm – Finland’s First Wind Power Project Implemented Using Project Financing

Castrén & Snellman acted as the legal advisor to LBBW Landesbank Baden-Württemberg in Finland’s first wind power project implemented using project financing. LBBW was the senior lender in the project. The wind farm is already constructed in Luhanka and consists of six Vestas V112-3.0 MW wind turbines with tower heights of 140 meters. Project Luhanka was developed by Ilmatar Windpower Plc who will stay in the project with a minority stake. The main owner of the wind farm is a fund advised by SUSI Partners AG.

3.11.2014

Niam – Finance Transaction in Relation to Sale of Properties

We advised Niam in a finance transaction relating to a sale of more than thirty real estate properties located in Finland. The execution of the finance transaction was a prerequisite for a transaction where Niam sold office and retail properties in Finland with a total leasable area of over 154,500 m 2 . The secured credit facility was provided by Aareal Bank AG.

2.10.2014

Cramo – Refinancing of Long-Term Credit Agreements Totalling EUR 375 Million

We advised Cramo Plc when it refinanced its long-term credit agreements totalling EUR 375 million. The new unsecured syndicated loan matures on 1 January 2020 with a one year extension option. The loan consists of a EUR 125 million term loan and a EUR 250 million revolving credit facility. The loan has one financial covenant: the Net Debt to EBITDA ratio. The following five banks participated as Mandated Lead Arrangers in the transaction: DNB, Nordea, Pohjola Bank, SEB and Swedbank. Pohjola Bank acted as the coordinator of the transaction on behalf of Cramo Plc.

18.8.2014

Garantia Insurance Company Ltd and the Lead Managers – Issue of the First Rated Guaranteed Multi-Issuer Bond

We advised the guarantor Garantia Insurance Company Ltd and the lead managers Swedbank AB (publ) and Pohjola Bank plc in the issue of a EUR 70 million guaranteed multi-issuer bond, which is the first of its kind to be rated. The bond representing a new type of financing instrument for mid-market companies was marketed to and placed with Finnish and international institutional investors. As in the first guaranteed multi-issuer bond issued in late 2013, family-owned enterprises were well represented in the issue, but as a new feature, the group of issuers also included two listed companies, CapMan Plc and Okmetic Oyj. Other issuers were EM Group Oy, Enfo Oyj, Keitele Forest Oy, Kuusakoski Oy, Lujatalo Oy and Terra Patris Oy. The allocated amounts between the participating companies are either five or ten million euros each. Both the guarantor Garantia Insurance Company Ltd (5 July 2013) and the guaranteed multi-issuer bond hold a Standard & Poor’s credit rating of A-. This transaction like the transaction that was completed in late 2013 required again an innovative approach and good project management and coordinating skills from the legal adviser.

8.7.2014

Ilmarinen Mutual Pension Insurance Company – Financial Restructuring of Neste Oil’s Ownership of its Tanker Fleet

Castrén & Snellman advised Ilmarinen Mutual Pension Insurance Company on all legal aspects and acted as legal adviser for the National Emergency Supply Agency on the financial aspects in relation to the financial restructuring arrangement whereby Neste Oil divested its strategic tanker fleet including five of its tankers and three tugs to companies owned by Ilmarinen Mutual Pension Insurance Company and Finland’s National Emergency Supply Agency. The tankers and tugs will continue in Neste Oil’s traffic under long term lease agreements and they will continue to sail under the Finnish flag. The whole transaction is very important, inter alia, for the Finland’s national emergency supply and Castrén & Snellman’s role in the transaction establishes again Castrén & Snellman’s first-tier expertise in most complex banking and finance, shipping, employment as well as corporate advisory and tax transactions.

8.7.2014

Nordea, Danske & Swedbank – We Advised the Lenders in Luvata Fabrication Oy’s Loan Arrangement

We acted as lead counsel for the lenders, Nordea Bank Finland Plc, Danske Bank A/S, Danske Bank Oyj and Swedbank AB (publ) in a transaction whereby revisions were made to the Finnish law facilities agreement for Luvata Fabrication Oy and its subsidiaries and to the related intercreditor agreement. The total amount of the revised facilities was approximately EUR 180 million. Luvata Fabrication Oy is part of the international Luvata Group, a leading metal products manufacturer. We bore overall responsibility for the transaction on a turn-key basis: scheduling the transaction, preparing the documentation and coordinating advice in all jurisdictions related to the transaction. In addition to a tight schedule, the transaction was challenging because collateral is located not only in Finland, but also in various states in the US as well as in England, the Netherlands, Thailand, Malaysia, Hong Kong and China, among others.

2.7.2014

The Underwriters – We Advised the Underwriters in Outokumpu’s Rights Issue

Castrén & Snellman advised Danske Bank, Nordea and SEB as joint global coordinators and joint bookrunners and BNP Paribas, Crédit Agricole, J.P. Morgan and Swedbank as joint bookrunners in Outokumpu’s rights issue of approximately EUR 665 million. All banks also acted as underwriters. The rights issue was successfully completed and oversubscribed by 23%. The rights issue was a part of Outokumpu’s measures to deleverage and strengthen its balance sheet. Other measures included the divestment of Outokumpu’s Terni facility in Italy and its high performance alloy business (VDM) to ThyssenKrupp as well as extensive debt financing arrangements.

11.4.2014

Nordea Bank Finland – Castrén & Snellman Advised the Financiers in Metsä Board Corporation’s Issue of a Bond and in Refinancing of a Syndicated Credit Facility

We advised Nordea Bank Finland Plc in coordinating and arranging, together with other lead arrangers Danske Bank A/S, Pohjola Bank plc, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ), a senior unsecured bond of EUR 225 million issued by Metsä Board Corporation mainly to institutional investors. The bond matures on 13 March 2019, and it carries a fixed coupon interest rate of 4.00% per annum. The model terms and conditions for bond issues published by the Confederation of Finnish Industries (EK) were used for the first time in drafting Metsä Board Corporation’s bond terms. Castrén & Snellman was represented in EK’s working group by Partners Tero Tuomisto and Janne Lauha as well as Senior Associate Mikko Heinonen, and both Tero Tuomisto and Mikko Heinonen were also members of the team assisting the financiers in this transaction. In connection with this arrangement, Castrén & Snellman’s team also advised Nordea Bank Finland Plc and other financiers in arranging a new unsecured syndicated credit facility of EUR 250 million for Metsä Board Corporation. Nordea Bank Finland Plc acted as the coordinator and lead arranger, while the other lead arrangers were Danske Bank A/S, Pohjola Bank plc, Skandinaviska Enskilda Banken AB (publ) and Swedbank AB (publ). In addition to the banks mentioned above, Danske Bank Plc and DNB Bank ASA also participated as lenders.

21.3.2014

Lead arrangers and lenders – Castrén & Snellman Advised Financiers in Extensive Debt Financing Arrangements for Outokumpu Plc

Castrén & Snellman served as Finnish counsel for the banks acting as mandated lead arrangers and lenders in connection with extensive debt financing arrangements for Outokumpu Oyj. Outokumpu and the financiers agreed on, among other things, a revolving credit facility of EUR 900 million and on a liquidity facility of EUR 500 million. The mandated lead arrangers and lenders are Merchant Banking, Skandinaviska Enskilda Banken AB (publ), Nordea Bank Finland Plc, BNP Paribas, Crédit Agricole Corporate & Investment Bank, Danske Bank A/S, Helsinki Branch, J.P. Morgan Limited, Pohjola Bank plc, The Royal Bank of Scotland plc, Svenska Handelsbanken AB (publ), Branch Operation in Finland and Swedbank AB (publ). In connection with the arrangement, we also assisted certain banks involved in the transaction in bilateral loan portfolio arrangements with Outokumpu, amounting to approximately EUR 600 million. In addition, we advised the banks in connection with the noteholders’ meetings that approved the amendment of the terms and conditions of Outokumpu’s notes due in 2015 and 2016 owing to the completed debt financing arrangements. We also acted as the financiers’ advisor in negotiating and drafting the security package given by the Outokumpu group for its debt and bond financing arrangements.

17.3.2014

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