Valter Olkkonen

Aktia Bank – EUR 80 million AT1 bond

We advised Aktia Bank Plc on the issuance of an EUR 80 million Additional Tier 1 (AT1) bond. The bond pays a fixed interest rate of 6.75 per cent semi-annually. The bond is perpetual, and Aktia has the right to redeem or repurchase it in accordance with the terms of the bond, subject to certain conditions. The bond was issued on 1 April 2026. In addition, we assisted Aktia in listing the bond on the Nasdaq Helsinki Ltd stock exchange. For the listing, we prepared Finland’s first EU Follow-on prospectus for a bond. The EU Follow-on prospectus was introduced on 5 March 2026 with an update to the Prospectus Regulation (EU) No. 2017/1129. The EU Follow-on prospectus is a new type of prospectus that can be used, among others, by issuers whose securities have been admitted to trading on a regulated market continuously for at least the 18 months preceding the offer to the public or the admission to trading on a regulated market of the new securities. A follow-on prospectus is simpler than a so-called traditional prospectus, and it is intended to avoid repeating information that the issuer has already disclosed. Nordea Bank Abp acts as the sole structuring advisor for the issue of the Notes. Nordea Bank Abp, Danske Bank A/S and ABN Amro Bank N.V. act as the lead managers for the issue of the Notes.

7.4.2026

CapMan Infra’s portfolio company Koiviston Auto Group – EUR 300 million refinancing

We advised CapMan Infra’s portfolio company Koiviston Auto Group, Finland’s largest bus operator, in a finance arrangement in which it completed an approximately EUR 300 million refinancing. The transaction consists of the refinancing of the Group’s existing senior debt and secures long-term growth financing to support the Group’s continued investments in its rapidly expanding electric bus fleet. The financing package has been provided by a group of lenders consisting of Nord/LB, ABN AMRO, Edmond de Rothschild, LBP AM and Siemens. The transaction strengthens Koiviston Auto’s funding base and provides significant flexibility to execute the company’s growth strategy focused on sustainable public transportation. CapMan Nordic Infrastructure I acquired Koiviston Auto in December 2021 to support its expansion and operational development. The Group now serves communities nationwide and is at the forefront of the transition to zero-emission public transport in Finland. It operates approximately 300 electric buses, with more than 50 additional electric buses expected to be deployed into traffic during 2026, further accelerating the electrification of its fleet. “The successful completion of this refinancing marks an important milestone for Koiviston Auto Group,” says Henrik Mikkola, CEO of Koiviston Auto Group. “The strong support from a diversified group of high-quality lenders underlines the robustness of our business and our long-term strategy. This financing allows us to continue investing in electric mobility and to provide reliable, sustainable and high-quality public transport services across Finland.” “Koiviston Auto Group plays a key role in the green transition of public transportation in Finland,” comments Ville Poukka, Managing Partner at CapMan Infra. “This refinancing significantly strengthens the company’s financial platform and enables continued investments into electric buses at scale. We are pleased to see strong lender confidence in the company’s strategy, operational performance and long-term growth prospects.”

25.3.2026

Fingrid – Update of EMTN Programme

We advised Fingrid Oyj on the Finnish law aspects in the update of a EUR 3 billion Euro Medium Term Note programme (EMTN). Notes issued under the programme may be listed on the Irish Stock Exchange. Fingrid operates Finland’s main electricity transmission grid and all significant cross-border transmission connections. The main grid is the backbone of the electricity transmission network, to which major power plants, industrial plants and regional electricity distribution networks are connected.

17.3.2026

Brookfield – EUR 1 billion holdco financing for DayOne Data Centers

We advised a leading global investment firm Brookfield, alongside a global sovereign wealth investor, on the Finnish law aspects of a EUR 1 billion holdco financing for DayOne Data Centers, a Singapore-headquartered developer and operator of hyperscale data centres. Structured as a seven-year secured holdco financing facility of €500 million, expandable to €1 billion – and secured by DayOne’s Finland platform – the financing will support the rollout of hyperscale developments in Lahti and Kouvola, providing nearly 300MW of planned capacity across Finland. The proceeds will also support DayOne’s global expansion across the EU and APAC, with flexibility to allocate to other key growth markets as required.

29.1.2026

OP Corporate Bank and SEB – EUR 200 million financing of Sello Shopping Centre

We advised OP Corporate Bank and Skandinaviska Enskilda Banken (SEB) in the EUR 200 million financing of Sello Shopping Centre, one of the Nordic countries’ largest and most diverse shopping centres. The shopping centre is owned by Finnish pension insurance companies Keva, Elo and Ilmarinen. Sello is a pioneer in sustainable development, featuring an intelligent energy system and 2,300 solar panels. The shopping centre holds the highest LEED Platinum environmental certification, becoming the first shopping centre in Europe to achieve this distinction. Sello has demonstrated outstanding operational performance throughout 2025, achieving record visitor numbers and sales figures.

29.1.2026

S-Bank – Issuance of EUR 150 million SNP notes and tender offer for notes maturing in 2026

We advised S-Bank Plc in its issuance of a EUR 150 million Senior Non-Preferred Notes and on the tender offer of its EUR 150 million Senior Preferred MREL Eligible Notes maturing in 2026. The tender offer required prior approval from the Finnish Financial Stability Authority based on the Commission’s regulatory technical standards (EU) 2023/827. 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. According to the final tender offer results published on 10 December 2025, S-Bank repurchased a total of EUR 97.9 million of the notes. The new notes will pay a floating interest rate, which is determined based on 3-month Euribor added with a margin of 1.35 per cent. The notes were issued on 11 December 2025 and listed on Nasdaq Helsinki Ltd. The maturity date of the notes is 11 December 2029. 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.

18.12.2025

Ålandsbanken – Consent solicitation process regarding T2 instruments and issue of SEK 350 million AT1 notes

We advised Ålandsbanken Abp in the consent solicitation process regarding its SEK 150,000,000 Tier 2 notes due December 2041 and SEK 200,000,000 Tier 2 notes due March 2043. The terms and conditions of the aforementioned instruments were amended by removing the write-down mechanisms in the consent solicitation process. In addition, we advised Ålandsbanken Abp on the issue of SEK 350 million Additional Tier 1 notes. The notes bear floating interest at the rate of STIBOR three months plus a margin of 3.35 per cent per annum. The AT1 notes were issued on 20 November 2025, and admitted to trading on the official list of Nasdaq Helsinki Ltd. The instrument has no maturity date and qualifies as Additional Tier 1 capital in accordance with the EU Capital Requirements Regulation. The issue strengthens Ålandsbanken’s capital structure by taking advantage of favourable market conditions.

10.12.2025

CapMan Real Estate – Acquisition of a High-Quality Residential Asset

We advised CapMan Real Estate in the acquisition and financing of a high-quality residential asset located in Katajanokka, Helsinki. The asset was acquired from the Finnish Seamen’s Service Bureau (MEPA). The property consisting of 38 modern rental apartments with a parking garage was completed in 2017. The building features high-quality construction, modern floorplans, and well-designed communal areas including a gym and rooftop sauna premises, and blends with the area’s historic maritime character. The residential asset is located in the prestigious Katajanokka seaside district of central Helsinki, known for its architectural heritage and proximity to the city centre. The property has a high ESG profile which will be further improved by CapMan Real Estate.

6.11.2025

OP Finland Infrastructure Fund – Conversion of convertible bond and additional investment in Lounea

We acted as legal advisor to OP Finland Infrastructure LP in connection with the conversion of the fund’s agreed EUR 50 million convertible bond into shares in Lounea Net Oyj in 2023. In connection with the conversion, the fund made a new additional investment of EUR 10 million in Lounea. As a result of the arrangement, OP Suomi Infra became a significant owner of Lounea Net Oyj with a 29% stake. Lounea is a Finnish optical fibre operator whose business consists of telecommunications infrastructure and ICT solutions. OP Finland Infrastructure is a fund investing in Finnish infrastructure. The fund is managed by OP Financial Group.

29.8.2025

Funders – EUR 665 million refinancing arrangement for Nevel

We acted as the Finnish legal counsel for the funders to Nevel Oy in a EUR 665 million refinancing arrangement through a mix of multicurrency bank loans and private placement notes. Nevel is a utility infrastructure company offering advanced industrial and real estate infrastructure solutions that are fit-for-purpose and future-proof. The transaction supports Nevel’s growth strategy and its goal to help customers to achieve climate goals.

20.8.2025

Triton – Financing arrangement for Habeo Group

We advised Triton Partners and Habeo Group in a leveraged financing arrangement with Danske Bank A/S, Nordea Bank Abp and Skandinaviska Enskilda Banken AB. The financing included facilities amounting to EUR 80 million for refinancing, acquisitions and other general corporate purposes. Habeo Group is a comprehensive service provider in the technical building services sector, cultivating the value of buildings throughout their lifecycle. The group employs some 600 technical building services professionals. In 2023, we advised Triton in its platform investment, the formation of Habeo Group, through its acquisition and financing of eight Finnish companies.

7.8.2025

The Mortgage Society of Finland – Update of EUR 2,5 billion bond programme

We advised The Mortgage Society of Finland in the update of a EUR 2,5 billion bond programme under which the Mortgage Society of Finland may issue senior preferred and unsecured Tier 2 notes, and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd. The Mortgage Society of Finland is the only nationwide credit institution in Finland that focuses on housing. It provides customers with the full range of home financing services such as granting mortgage and consumer loans for all stages of home owning including purchasing and renovating. The Mortgage Society of Finland carries out this activity in accordance with the Act on Credit Institutions and the Act on Mortgage Societies.

5.8.2025

Boreo – EUR 10 million convertible hybrid bond

We advised on the issuance of a EUR 10 million equity-classified convertible hybrid bond by Boreo Plc to the Norwegian insurance company Protector Forsikring ASA. The annual coupon interest on the bond is a fixed 4 percent until the reset date on 24 June 2030, after which the interest rate increases to 14 percent. The bondholders have the right to convert the principal amount into Boreo shares at a price of EUR 19 per share during a four-year period following the issuance. The bond is not intended to be admitted to trading on a stock exchange or any other trading venue. It has no specified maturity date, and Boreo has the right to redeem it for the first time after four years from the issuance date. ‘We are very pleased to have completed the transaction, and with the confidence Protector has shown in the company. The arrangement supports the execution of our acquisition-driven growth strategy, strengthens the company’s financial position, and lowers financing costs,’ says Kari Nerg, CEO of Boreo. OP Corporate Bank plc acts as the lead manager for the issuance of the convertible hybrid bond. Castrén & Snellman Attorneys Ltd serves as legal advisor to the transaction, and Legal Folks Ltd acts as Boreo’s legal advisor.

24.6.2025

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

OP Corporate Bank, Nordea Bank and Skandinaviska Enskilda Banken – Financing arrangement for Vexve, a company owned by DevCo Partners

We advised a financier consortium including OP Corporate Bank plc, Nordea Bank Abp, and Skandinaviska Enskilda Banken AB in a leveraged financing arrangement for Vexve, a company owned by DevCo Partners Oy. The financing included EUR 143 million acquisition, refinancing and other facilities for, among other things, the financing of Vexve’s acquisition of Denmark-based Frese A/S, a leading manufacturer of dynamic balancing valves for hydronic networks. Vexve’s combined turnover after the completion of the transaction will be ca. EUR 200 million. Vexve is the leading European provider of valve solutions for the energy sector and selected energy-intensive industries.

7.2.2025

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

Korkia Oy – Renewable energy loan agreement

We advised Korkia Oy in its loan agreement with Nordic Environment Finance Corporation. The financing will support the development and international scale-up of Korkia’s pipeline of solar energy, battery energy storage system (BESS) and onshore wind projects. Korkia is a dedicated investor in renewable energy operating in nine countries. It has a robust development pipeline of over 20 GW in renewable energy and energy storage projects.

7.1.2025

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

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

Armada Credit Partners – Private debt investment in Smartvatten

We assisted Armada Credit Partners in a sustainability-linked private debt investment in Smartvatten Oy, a company majority owned by Norvestor. Smartvatten is a hardware-enabled software as a service company providing its customers with a complete solution for real-time monitoring and reporting of water consumption in buildings. Smartvatten’s customers reduce their water costs and the risk of water-related damage while improving their sustainability performance. The cooperation between Armada and Norvestor will promote Smartvatten in its objective of helping a greater number of customers with water costs, leaks and sustainability agenda.

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

Triton – Platform investment and formation of Habeo Group

We advised Triton Smaller Mid-Cap Fund II in a new platform investment, the formation of Habeo Group, through its acquisition and financing of eight Finnish companies. After the acquisition, Habeo Group has approximately MEUR 120 in net sales with over 600 experts providing a variety of technical building services, such as heating, plumbing and sewerage, ventilation and air conditioning, electrical works, cooling and refrigeration, fire safety and automation. In line with Habeo Group’s strategy, it has acquired successful, locally operating Finnish group companies and is now Finland’s fifth largest player in the industry. Habeo Group continues to implement its strategy through acquisitions that suit its service portfolio in Finland. The eight Habeo Group companies are the following: Afire Oy – A company that provides its clients with the best fire suppression solutions for different purposes in the market. ESP Group – A group of companies specialised in new building and repair construction, offering all HVAC, electricity and automation services reliably and skilfully. HSK Sähkö Oy – A versatile and flexible full-service electrical contractor operating in all of Finland. Neloset Group – A full-service technical building service and construction company providing housing cooperatives with construction and renovation services from a one-stop shop. Respect Group – A group that serves its clients seamlessly in all their repair construction needs. SFT Finntekniikka Oy – A refrigeration expert that provides comprehensive, high-quality service in refrigeration equipment and cooling systems. Sähkö Oy Turku and Helsinki – A group of electrical engineering companies with a large range of services including design, installation, on-site project supervision and subcontracting. Vaasan Kylmäkone Oy – A company that plans, sells, installs and maintains refrigeration equipment and systems for professional use. Since its establishment in 1997, Triton has sponsored ten funds, focusing on businesses in the industrial tech, services, consumer and healthcare sectors. The companies currently in Triton’s portfolio have combined sales of around EUR 18 billion and employ around 105,000 employees. Triton Smaller Mid-Cap Fund II applies Triton’s proven investment strategy to lower mid-market companies in the same core sectors of Services, Healthcare, Industrial Tech and Consumer, using Triton’s in-house operational capabilities and resources to help management teams to sustainably expand their companies’ market position and to implement their growth strategies.

21.4.2023

POP Mortgage Bank – Establishment of Mortgage Bank and Covered Bond Programme

We advised POP Mortgage Bank Plc in the establishment of a mortgage bank and in the obtainment of the required authorisation under the Act on Mortgage Credit Banks. Additionally, we advised POP Mortgage Bank Plc in the establishment of a EUR 1,000,000,000 mortgage covered bond programme. Under the programme, POP Mortgage Bank Plc may issue covered bonds pursuant to the recently adopted the Act on Mortgage Credit Banks and Covered Bonds and list them on the regulated market. The authorisation process and the establishment of the programme were affected by the overall legislative reform, which entered into force on 8 July 2022. POP Mortgage Bank Plc is part of the POP Group and the amalgamation of POP Banks. POP Mortgage Bank Plc is responsible for POP Group’s mortgage-secured funding by issuing covered bonds.

12.9.2022

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

Danske, OP Corporate Bank, Swedbank and Handelsbanken – Real Estate Financing Arrangement for LähiTapiola Yhteiskuntakiinteistöt Suomi Ky

We advised a financier consortium including Danske Bank A/S as coordinator, Danske Bank A/S, Finland Branch, Swedbank AB (publ), Svenska Handelsbanken AB (publ), Branch Operation in Finland, and OP Corporate Bank plc as lenders in a real estate financing arrangement for LähiTapiola Yhteiskuntakiinteistöt Suomi Ky, a real estate fund investing in health care and community properties in Finland. The facilities made available under the financing arrangement consist of EUR 172,050,000 committed term facilities and EUR 80,000,000 uncommitted accordion facilities. The purpose of the financing arrangement was to finance the costs related to the acquisition of hospital property located in Espoo, Southern Finland, as well as financing and refinancing other properties acquired or to be acquired by the fund.

6.4.2022

Evli Bank and Evli – Evli Bank’s Demerger Into Evli Plc and, Through Merger With Fellow Finance, Fellow Bank

We advised Evli Bank Plc in a complex arrangement between Evli and Fellow Finance Plc, in which Evli demerged into a new asset management group, Evli Plc, and a company that will carry on Evli’s banking services and into which Fellow Finance merged. The arrangement was carried out through a partial demerger of Evli Bank and an absorption merger in which Fellow Finance merged into the remaining part of Evli Bank immediately after the demerger. The new company created through the merger that will continue the banking services was named Fellow Bank Plc. As part of the arrangement, we advised Evli Bank Plc in particular in the demerger and merger processes as well as with respect to related prospectuses and authorisations, registrations and approvals required for the completion of the arrangement. The completion of the arrangement required, among other things, approvals and registrations from the Finnish Financial Supervisory Authority, the European Central Bank and the Finnish Trade Register. The completion of the arrangement also required that Evli Plc’s class B shares be listed on Nasdaq Helsinki. In connection with Evli Bank’s change to Fellow Bank, Evli Bank’s class A shares and class B shares were converted into one listed share class. In addition, Fellow Bank’s capital position was strengthened with a directed share issue. The arrangement resulted in a new Evli, which will focus on wealth management and advisory services, and Fellow Bank, which is based on a scalable and digital service concept. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses.

4.4.2022

The Mortgage Society of Finland – Update of EUR 2 Billion Bond Programme

We advised The Mortgage Society of Finland in the update of a EUR 2 billion bond programme under which the Mortgage Society of Finland may issue senior preferred and unsecured notes, subordinated debentures and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd. Under the programme, it is possible to issue senior preferred notes that qualify as eligible liabilities items (MREL) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met. The programme accounts for the new proposed Covered Bond Act that would replace the current Act on Mortgage Credit Banks. The proposed act is intended to enter into force on 8 July 2022.

17.2.2022

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

Finnfund – Co-investment with University of Helsinki into Microfinancing in Africa and Asia

We advised Finnfund in the co-investment structuring of their debt facility commitment to the Advans Group, a leading international microfinance group serving over one million clients in nine countries: Cambodia, Cameroon, Ghana, Democratic Republic of Congo, Cote d’Ivoire, Pakistan, Nigeria, Tunisia, and Myanmar. The University of Helsinki is participating in this investment with Finnfund. Through this funding, Finnfund and the University of Helsinki aim to generate funding for micro and small businesses and promote responsible business practices and gender equality within microfinancing. Finnfund is a Finnish development financier and professional impact investor. Finnfund builds a sustainable world by investing in responsible and profitable businesses in developing countries. Each year Finnfund invests EUR 200–250 million in 20–30 projects, emphasising renewable energy, sustainable forestry, sustainable agriculture and financial institutions. Today Finnfund’s investments and commitments total about EUR 957 million, half of them in Africa. The company has approximately 90 employees. The University of Helsinki is Finland’s oldest and largest university. It is one of the world’s leading multidisciplinary research universities and is regularly ranked among the top one hundred universities in the world. Its assets amount to more than two billion euros and include more than half a billion euros in financial securities. The University of Helsinki aspires to be among the top ten educational endowment investors globally. The primary goal of its investment activities is to increase its financial stability and independence. Advans’ mission is to provide client-centric financial services to small businesses and under-served populations in a sustainable and responsible manner. The Advans Group currently operates in nine countries in Africa and Asia. As at end December 2020, the group served over one million clients and employed more than 7,500 staff, with a Gross Loan Portfolio of over 1 billion euros and a total of EUR 670 million in savings deposits. Headquartered in Luxembourg with its support services in Paris, the group’s shareholders are EIB, KfW, FMO, CDC Group plc, FISEA (AFD Group), IFC and Advans Invest.

12.10.2021

OP Corporate Bank – Refinancing Arrangement for Teknos Group

We assisted OP Corporate Bank plc in a sustainability-linked financing arrangement for Teknos Group Oy. The facilities consist of a EUR 55,000,000 single currency term loan facility and a EUR 85,000,000 revolving credit loan facility. Both facilities are linked to several sustainability criteria and sustainability performance targets. OP Corporate Bank plc acted as the agent, coordinator and sustainability coordinator in this financing arrangement. The mandated lead arrangers and bookrunners in the syndicate were OP Corporate Bank plc, Nordea Bank Abp, Danske Bank A/S and Skandinaviska Enskilda Banken AB (publ) and the lenders for the facilities were OP Corporate Bank plc, Nordea Bank Abp, Danske Bank A/S, Finland Branch and Skandinaviska Enskilda Banken AB (publ). The financing arrangement was carried out for the purpose of, among other things, refinancing Teknos Group’s existing facilities agreement, general corporate and working capital purposes of the group and financing of acquisitions and capital expenditure.

28.9.2021

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

VR Group – Sale of International Road Logistics Business

We advised VR Group in the sale of its international road logistics business to the Finnish company Avind International Oy. The transaction comprises Transpoint International (FI) Oy owned by VR Group and two Russian subsidiaries owned by Transpoint International (FI) Oy. Transpoint International (FI) has been responsible for VR Transpoint’s international road traffic in Russia. VR Group is a responsible service company operating in the field of travel, logistics and maintenance that is speeding up the journey towards a healthy and carbon-neutral Finland. Avind International Oy is a reliable partner in the logistics services market since 1998 that provides road, sea and rail transportation, forwarding and brokerage services, and warehouse logistics.

16.8.2021

Evli Bank – Demerger into an Asset Management Group and into a Banking Group into which Fellow Finance Will Merge

We advised Evli Bank Plc in an arrangement between Evli and Fellow Finance Plc in which Evli will demerge into New Evli, an asset management group that will be listed, and into a company that will carry on Evli’s banking services and into which Fellow Finance will merge. The company that will carry on the banking services will be called Fellow Bank. The arrangement will be carried out through a partial demerger of Evli and an absorption merger in which Fellow Finance will merge into Evli immediately after the demerger. The arrangement will create a new company, Fellow Bank, which will be based on a scalable and digital service concept, as well as New Evli, which will be further focused on wealth management and advisory services. The arrangement further improves opportunities to grow both banking services and wealth management as independent businesses. The intention is for New Evli to apply for authorisation as investment firm. The arrangement is also conditional on other authority approvals and on approval by the general meetings of both companies. The arrangement is intended to be completed during the first half of 2022.

22.7.2021

Ålandsbanken – Issue of SEK 300 Million AT1 Capital Notes

We advised Ålandsbanken Abp in the issue of SEK 300 million Additional Tier 1 (AT1) Capital Notes. The instrument was issued on 24 March 2021 and listed on the Helsinki Stock Exchange. AT1 Capital Notes are perpetual and are calculated in the Additional Tier 1 capital of the bank under the EU’s Capital Requirements Regulation.

6.5.2021

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

S-Bank – Establishment of €1,500 Million Bond Programme and Update of €100 Million Debenture Programme

We advised S-Bank Plc in the establishment of a €1,500 million programme for the issuance of covered notes and senior preferred notes. The programme provides that the notes issued under the programme may be listed on the Helsinki Stock Exchange maintained by Nasdaq Helsinki Ltd. The senior preferred notes qualify as eligible liabilities items (MREL) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met. In addition, we advised S-Bank Plc in the update of a €100 million programme for the issuance of debenture loans and in the issue of approximately €25 million debenture loans. The debenture loans issued under the updated programme qualify as tier 2 instruments (T2) under the EU’s Capital Requirements Regulation, provided that the requirements set out therein are met.

12.1.2021

Skandinaviska Enskilda Banken – Real estate financing arrangement for FIM Asuntotuotto Erikoissijoitusrahasto

We advised SEB in a real estate financing arrangement for FIM Asuntotuotto Erikoissijoitusrahasto. The financing will be used for the purposes set out in the investment strategy of the fund.

30.11.2020

The Mortgage Society of Finland – Update of EUR 2,000,000,000 Note Issuance Programme

We advised the Mortgage Society of Finland in the update of a EUR 2,000,000,000 programme for the issuance of senior unsecured notes, subordinated debentures and covered bonds. The notes under the programme may be listed on the official list of Nasdaq Helsinki Ltd.

24.11.2020

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

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

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