Our latest news and deals.
Waselius & Wist represented Apax Partners in the Finnish law aspects of the acquisition of a majority stake in the leading Finnish digital transformation company, Solita, from Vaaka Partners, including the financing arrangements and merger control proceedings relating to the acquisition. The acquisition was carried out by Apax Digital Fund, a growth equity fund advised by global private equity advisory firm Apax Partners. Apax Digital Fund specialises in growth equity and buyout investments in high-growth enterprise software, internet, and technology-enabled services companies worldwide. Solita is a digital transformation company driven by data and human insight. The company provides a range of services, including strategic consulting, service design, artificial intelligence, analytics and managed cloud services to its fast-growing international client roster. Solita employs more than 650 digital specialists across Finland, Sweden and Estonia.
Waselius & Wist represented I Squared Capital, an independent global infrastructure investment manager, in the Finnish law aspects of its acquisition of Tip Trailer Services from HNA Group, a global Fortune 500 company focused on aviation and tourism, logistics and financial services. TIP Trailer Services is a leading equipment service provider operating in 17 countries and headquartered in Amsterdam.
Government Bill 175/2017 regarding amendments to the subsidy scheme for renewable energy approved by the Finnish Parliament
The Finnish Parliament has on 23 May 2018 approved the amendments to the Act on Production Subsidy for Electricity Produced from Renewable Energy Sources (1396/2010) according to which a new technology-neutral production subsidy scheme for renewable energy sources based on a bidding process will be implemented. The new subsidy scheme will apply to wind power, biomass gas, wood fuels, solar power and wave power investments. Only new projects will be allowed to participate in the bidding process.
According to the amendments, an electricity producer whose power plant has been accepted to the relevant subsidy scheme through a technology-neutral bidding process will be paid a premium corresponding to the amount it has offered in its bid (on top of the market price). Such premium will be paid in full as long as the three-month average market electricity price does not exceed the electricity reference price (such electricity reference price being EUR30 per MWh). If the market electricity price exceeds the relevant electricity reference price (but is lower than the aggregate sum of the premium and the relevant electricity reference price), the premium amount will be decreased by the difference between the market electricity price and the relevant electricity reference price. Further, no premium will be paid in case the market electricity price exceeds the aggregate sum of the relevant electricity reference price and the premium amount.
If the electricity producer fails to produce electricity in accordance with its bid, the electricity producer will, at the outset, be obligated to compensate the Government for such underproduction. The subsidy may only be granted for a maximum period of 12 years.
The amendments referred to above will enter into force by decree as soon as the European Commission has evaluated the suitability of the relevant new subsidy scheme for the European Single Market, which is anticipated to take place by the end of 2018.
For further information, please contact
The deductibility of interest expenses has been limited since 2014, but only in relation to related party debt. Currently, interest expense is always deductible up the amount of interest income. Further, interest expense exceeding interest income (“net interest expense”) is deductible provided that the amount does not exceed EUR 500,000. If the said EUR 500,000 threshold is exceeded, Finland applies a fixed ratio rule limiting a Finnish company’s tax deductions for net interest expenses on related party debt to 25% of its EBITDA (as adjusted for tax purposes). For calculation purposes, however, both related party and third party debt are taken into account and to the extent that the interest expenses exceed EUR 500,000, the entire amount is subject to the fixed ratio rule. The rules apply on a company-by-company basis, although, for example, amounts of group contributions are added back or deducted, as applicable, from the EBITDA figure. Further, the restrictions on interest deductibility are not applied if the borrower company’s equity ratio (equity vs total balance) is equal to or higher than the same ratio calculated on the basis of a consolidated group balance sheet of the ultimate parent (the “balance sheet test”). In addition, certain industry sectors, such as banking, insurance and most real estate businesses, are currently also excluded from the application of the rules.
In response to the Anti-Tax Avoidance Directive (ATAD I) compiling the BEPS issues identified in the BEPS project, the Finnish government issued last Friday a draft government bill introducing new restrictions on the tax deductibility of interest expenses that are more consistent with the OECD recommendations. Under the proposed new rules, the fixed ratio rule of 25% will remain, but the limitations will be extended to cover also third party debt. Similarly, the EUR 500,000 de minimis rule on related party debt will remain, but companies will, additionally, be faced with a net interest expense threshold of EUR 3,000,000 on third party debt. However, for calculations purposes, interest expenses on third party debt are always deducted first and interest expenses on related party debt may be deducted only to the extent that they are within the 25% fixed ratio rule, assuming that the total amount of net interest expenses exceed the EUR 500,000 threshold. It is additionally proposed that both the balance sheet test and the exclusion of banking, insurance and real estate businesses from the scope of the rules is abolished. Accordingly, all businesses are effectively proposed to come within the scope of the new rules, although purely independent companies (non-group companies) will still be left out.
Clearly, the EUR 3,000,000 de minimis rule on third party debt will target at large businesses where the greatest BEPS risks lie, which, accordingly, to some extent will minimise the impact on smaller companies. The new rules are generally not expected to impact on banking and insurance companies due to the significant net interest income arising from their main operating entities. However, it also means that the effectiveness of the fixed ratio rule could be reduced for groups (through the Finnish group contribution regime) that have, for example, banking type of activities alongside their other businesses. Nonetheless, also banking companies could temporarily find themselves in a net interest expense position as a result of, for example, impairment losses. The position is less clear for investment banking companies which may have leveraged balance sheets but at the same time generate significant non-interest income from advisory, underwriting, and equity or commodity trading businesses.
For real estate companies, the proposed new rules may have a particular impact on the cost of capital as they tend to be more highly leveraged in Finland compared with many other businesses. This could potentially affect their investment decisions and make some marginal investments uneconomic. In the real estate business, EBITDA is sometimes also an ineffective way to measure debt leverage as a number of Finnish real estate companies, due to their structure, have a fairly low EBITDA. Also, as real estate companies are currently not in a position to use the Finnish group contribution regime, and unless these rules are changed, the impact on real estate companies could be more severe compared to others. However, if for example a real estate portfolio is split in a greater number of single real estate companies, each financed based on the target’s particular needs, the net interest expense per each single real estate company could be reduced to have the interest expense match the relevant threshold.
For further information, please contact
An updated Q&A guide to Finance and Secured Lending in Finland. Published by Globe Business Media Group.
The Q&A gives a high level outline of secured lending in Finland, including key issues such as structuring, security take and enforcement. This Q&A guide will serve as a useful tool for both bank and alternative lenders considering lending into Finland or taking guarantees and security from Finnish companies.
Read more here.
Global Legal Insights to Initial Public Offerings, published by Global Legal Group in May 2018. The book covers common issues in initial public offerings, including: the IPO process, regulatory architecture, public company responsibilities, potential risks, liabilities and pitfalls in 28 jurisdictions.
View the publication here.
The Finnish chapter can be read here.
Our partner Bernt Juthström has been ranked as recommended expert in The World’s Leading Patent Professionals 2018. The guide is a resource for those seeking legal patent expertise as it identifies the leading lights in 70 jurisdictions globally.
Quotes from the guide include: “Bernt Juthström now cements rock-solid pacts between major corporate outfits. He takes a thoroughly business-oriented approach to IP instructions he receives at Waselius & Wist”
Further information on the rankings can be found on the IAM website.
Mergermarket ranks Waselius & Wist third in the Finnish advisory league table for the first quarter of 2018. The ranking is based on the total deal value of M&A transactions, where the target company was located in Finland. Mergermarket is a leading M&A data and intelligence provider.
For more information, please visit https://www.mergermarket.com/pdf/MergermarketLegalLeagueTableReport.Q12018.pdf or contact any of our partners.