Capital Markets & Public M&A

Borenius’ Capital Markets and Public M&A team assists shareholders, issuers, underwriters, and arrangers in all equity and debt securities offerings from IPOs, listings, and rights offers to investment grade and high-yield bonds. We also advise bidders, target companies and financers on tender offers and other public M&A transactions together with our Corporate Advisory, M&A and Private Equity, and Banking & Finance teams.

Many of our assignments have a cross-border element, and we work closely with top law firms located in London, New York and the other Nordic countries. We have dual-qualified (Finland and New York) capital markets attorneys resident at our Helsinki and New York offices. Our team stays abreast of developments in securities market regulation both in Finland and globally, and we maintain close contact with domestic and international participants in capital market transactions.

We advise issuers and shareholders on complex secondary market transactions and offerings that are often part of a larger restructuring, acquisition, or financing arrangement. Borenius also has a long history of representing bidders, majority owners and target boards, as well as financers, in takeover situations, and we retain a solid market share of Finnish IPOs, having acted as either the issuer’s, selling shareholders’, or the underwriters’ counsel in approximately 40 % of Nasdaq Helsinki listings in the past seven years.

Equity Capital Markets and Public M&A Transactions
In equity capital markets and public M&A transactions, we have particular experience in IPOs, public tender offers and accelerated bookbuildings. Over the last few years, we have also worked on a number of dual track projects where our seamless cooperation with our M&A and Private Equity team has generated synergies for both sides involved in the exit process.

Initial Public Offerings
We have a solid market share of the Finnish IPOs completed since 2015, having acted as either the issuer’s, selling shareholders’ or the underwriters’ counsel in 31 IPOs completed between 2015 and 2022.

Public M&A Transactions
We have a long history of representing bidders, majority owners and target boards, as well as financers, in takeover situations. Many of these transactions were the first of their kind on the Helsinki market at the time, e.g., acting for the bidder in a PE driven take private, acting for the target board in a hostile bid and a “roll over” take private transaction with existing majority owners.

Rights Issues, accelerated Book-buildings, and Share Issues
We advise issuers and underwriters on rights issues, which listed companies can use to secure additional equity financing from their shareholders. Another appealing option for several listed companies is to issue new shares through an accelerated book-building (ABB).

Debt Capital Markets
We have recent experience from a broad range of instruments, including high-yield bonds, hybrid bonds, covered bonds and green bonds, in addition to a number of senior issuances. Consent solicitation and tender offer processes have also been recent features of the domestic bond market.

Our lawyers offer crucial day-to-day advice to listed companies and their shareholders and managers on the many facets of securities law, including advice on disclosure and insider rules, and over the last few years, we have also worked on a number of dual track projects where our seamless cooperation with our M&A and Private Equity team has generated synergies for both sides involved in the exit process.

Our clients are at the heart of what we do, and our achievements are built upon our clients’ success. That is why we are extremely happy to have been entrusted with a broad range of cases.

Our experts are always ready to assist you. See all of our Capital Markets and Public M&A references here.