Corporate Finance Update Denmark - April 2016
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CORPORATE FINANCE UPDATE APRIL 2016 DENMARK 2 3 6 10 13 15 17 19 DENMARK AT A GLANCE MERGERS & ACQUISITIONS FINANCE REAL ESTATE CAPITAL MARKETS FINANCIAL REGULATION TAX LONDON
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Transcript of Corporate Finance Update Denmark - April 2016
CORPORATEFINANCEUPDATE
APRIL 2016
DENMARK
2
3
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10
13
15
17
19
DENMARK AT A GLANCE
MERGERS & ACQUISITIONS
FINANCE
REAL ESTATE
CAPITAL MARKETS
FINANCIAL REGULATION
TAX
LONDON
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DENMARK AT A GLANCE
KEY FIGURES
› Population: 5.6 million people
› GDP: USD 46,000 per capita
› Major industries: Energy and transport
› Average wage: USD 50,000
› Net pension wealth: 6.9 (as a multiple of gross earnings)
› Long term / Short term interest rates: 0.8% / -0.1%
› Social spending: 30.1% of GDP
› FDI Attractiveness Scoreboard: No. 15 out of 44 comparable countries
SUNDKROGSGADE 5, DK-2100 COPENHAGEN Ø CVR. NO.: DK 62 60 67 11
DK
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125
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375
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Energy Transport Conglomerates Trade Foods Service Industry Construction Medical IT
Based on 1,000 largest companies’ annual turnover in 2011
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MERGERS & ACQUISITIONSFollowing a busy end to 2015, Q1 of 2016 has seen the M&A market off to a good start with a generally high level of activity. While private equity accounts for a fair share of the deals in Q1, industrials have also been active both on the buying and selling side. Activity appears to be spread over a multitude of sectors with both the pharma, IT, engineering, and food sectors being well represented.
Three trends appear noteworthy:
1. WARRANTY & INDEMNITY INSURANCE
W&I Insurance has within the last 2-3 years become increasingly popular in Danish private M&A transactions. While the development is being led by private equity sellers looking for a clean exit, other types of buyers and sellers are also taking an interest in the product with industrial players now also looking to the insurance markets.
The increased awareness among M&A practitioners coupled with the general increase in number of insurance providers and brokers in Europe mean that, similar to the situation in Sweden, lawyers and bankers should consider the use of W&I insurance as part of the tools used both on sell-side and buy-side mandates to increase the value of their clients’ assets or bids. W&I insurance will not fit every deal and there may be good reasons for not choosing the insurance route - cost of insurance, uninsurable risks etc. - but the Danish market appears to be moving toward a situation where M&A practitioners should make sure to consider the appropriateness of W&I insurance early on in a process to avoid a situation where it later becomes apparent that the use of insurance would have added to the overall deal certainty or value proposition of a transaction. At least for now, the sweet spot for insured deals in Denmark appears to be DKK 200m to DKK 2bn, but both smaller and larger deals have also benefited from W&I insurance.
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3. DANISH IPO MARKETS OPENING UP
From the M&A practitioners point of view, it is also of interest that the Danish IPO market appears to be opening up following a relatively quiet period in 2014 and 2015. Scandinavian Tobacco Group was successfully listed on Nasdaq Copenhagen in February, and a number of other companies are frequently being mentioned as candidates for floats in Copenhagen, including energy giant DONG Energy A/S, which in September 2015 publicly announced a road map for its IPO. This entails that sell-side advisors will be looking to do dual-track processes where deemed feasible.
There is a question mark around the ability of private equity funds to list following the bankruptcy of OW Bunker, but the general feeling among practitioners is that this may have implications for the way processes are run but will not be a roadblock for sponsors, see also “Yes, there is still an IPO market in Denmark for PE’s” in the Capital Markets section below.
2. CO-INVESTMENTS FROM INSTITUTIONAL INVESTORS
The hunt for higher yields in the current interest environment has meant that also Danish institutional investors are looking to play more of a role in the private M&A market. Vice versa, certain private equity funds are also looking to increase their ability to do bigger deals by using co-investors to increase their equity ticket.
For now we see this mostly happening in some form of partnership with private equity sponsors. In a few instances we have even seen private equity funds being met with LPs requiring a "right of offer" to co-invest in bigger deals as part of the fund documentation. A number of Danish pensions funds like Danica Pension, PKA and PensionDanmark are playing an active role and appear to have boosted internal resources in order to be able to act in more bespoke roles in the M&A environment.
Investments have so far been structured either as straightforward equity co-investments, preferential equity or mezzanine-like structures, but investors are also acting as providers of (senior) acquisition debt, see also “Direct Lending by Danish pension funds” in the Finance section below.
The involvement of this type of investor may have implications for the private equity sponsor's interaction with sellers and lenders, but generally we observe that private equity appears to be able to manage the processes in a way that enables the co-investment to happen in parallel with or after the main M&A deal so as to avoid any difficulties. In the current market, we see co-investments as likely to become increasingly popular investments for institutional investors. Attention should be paid to the potential regulatory challenges for co-investments under AIFMD, see also “Co-Investments” in the Financial Regulation section below.
RECENT DEALS
JAKOB HANS JOHANSEN
PARTNER, COPENHAGEN
MOBILE +45 61 61 30 32
DIRECT +45 38 77 44 20
Assistance to Novo A/S in connection with its investment in a minority interest in Synlab Ltd. from Cinven (through a convertible loan structure) Novo A/S is the Novo Nordisk Foundation's investment company and the majority shareholder of, among others, Novo Nordisk A/S, Novozymes A/S and Christian Hansen.
Sale of waste machinery company, J. Hvidtved Larsen (JHL Holding A/S), to Swiss machinery giant Bucher Industries AG.
Kromann Reumert advised Danish Private equity house, Axcel, when divesting kitchen business TCM Group to IK Investment Partners. TCM Group is one of Scandinavia's leading manufacturers of kitchens with strong brands such as Svane Køkkenet and Tvis Køkkener, which together have 70 shops in Denmark and Norway.
Assistance to owner of the "Iglo" and Bird's Eye" brands, Nomad Foods Ltd, in its acquisition of the Continental European business of Findus, a group selling a wide variety of frozen and other food products.
Assistance to consumer and retail focused private equity house Vendis Capital on its acquisition of interior design company, ferm LIVING A/S.
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CHRISTIAN LUNDGREEN
PARTNER, COPENHAGEN
MOBILE +45 38 77 45 30
DIRECT +45 40 74 37 75
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FINANCE
MARKET HIGHLIGTS:
› Uncertainty about China and low oil prices create uncertainty for many Danish corporates
› The retail sector in Denmark is challenged, but has shown marginally higher current value growth in 2015 compared to 2014
› Fewer restructurings and insolvencies; however, the shipping industry still has issues
› Many SMEs have financial issues, which have led to financing on uncommitted basis – also on acquisitions
› Improved Danish property and bank market
› Fierce competition between banks for large Danish deals/corporates has led to low prices, high leverage and covenant light agreements
› Strong appetite among banks for acquisition financing
› In general, few Danish bond issues; however, some large Danish corporates are issuing bonds
› Pension funds increase direct lending and alternative investments
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THE SCANDINAVIAN BOND MARKET FOR CORPORATES
THE CURRENT LANDSCAPE
The bond market has historically been very strong in Norway and to some extent in Sweden. The Norwegian market has particularly attracted issuers within the shipping and oil & offshore industries, whereas the Swedish market has been strong within real estate. Despite several attempts, the Danish market has not matured much.
THE FUTURE
Strong credits in the Scandinavian market have for a long time been issuing investment grade eurobonds in the European market, but there are signs that the Scandinavian investors in particularly Sweden and Norway have appetite for Scandinavian non-investment grade issuers, and a few Danish issuers have accessed both the Norwegian and the Swedish markets for both unsecured and secured transactions.
DOCUMENTATION
So far the documentation has not been aligned in Scandinavia due to reluctance to use the Nordic Trustee standard outside Norway. This template has been significantly different from documentation in the English market. However, Nordic Trustee has now developed a Nordic standard, which has been reviewed by market players including law firms in all the Nordic countries. This template is more international, but it has to be seen if it will become the preferred standard.
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DIRECT LENDING BY DANISH PENSION FUNDSINCREASED DIRECT LENDING BY DANISH PENSION FUNDS
There has been an increase in direct lending from Danish pension funds in recent years. The pension funds so far tend to focus on areas where the banks are less active and generally steer away from direct competition with the banks. Focus areas include construction and mezzanine financing, where the pension funds can earn a high yield as an alternative to shares and corporate bonds and long term or state
guaranteed financing as an alternative to government or real estate bonds. The pension funds have been particularly active in real estate, infrastructure, renewable energy and acquisition/leveraged financing.
The pension funds are generally flexible when structuring their investments and we have seen investments as senior as well as mezzanine lending, preferred share and minority shareholding structures on the equity side, see also “Co-Investments from Institutional Investors” in the Financial Regulation section below. Certain standards are starting to
develop in the market, including mezzanine lending and preferred share structures. We note that the transactions generally take more time to structure than ordinary bank loans as the pension funds generally want to be comfortable both with the credit assesment and the structure of the transaction. Accordingly, investors planning to seek financing for future transactions from the Danish pension funds will be well advised to start building a relationship and discuss potential structures with the relevant pension fund(s) well ahead of the transaction.
RECENT TRANSACTIONS IN THE DANISH MARKET
Some examples of the transactions in the Danish market include
› Danica’s investment in corporate bonds issued by the pharmaceutical company Orifarm for the acquisition of Growth House
› PensionDanmark’s direct loan to the Brig Renewable Energy Plant in Lincolnshire, England
› Pensam’s direct loan to the property developer group Bach Group
› Danica’s investment in preference shares in connection with Nordic Capital’s acquisition of Vizrt
› Cooperation agreements between PensionDanmark, PFA and AP Pension and EKF (the Danish export credit agency) on ECA financing
› Investment fund providing subordinated loans to the SME segment established by Danica Pension, ATP, Pension Danmark and Danske Bank and managed by Group Four
› PensionDanmark’s investment in the OPP project for the construction of the psychiatric hospital in Vejle, Denmark
Kromann Reumert has been involved in a large number of the pension fund investments, and we will be pleased to discuss potential structures and transactions.
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RECENT DEALS
THOMAS KAAS
PARTNER, COPENHAGEN
MOBILE +45 24 86 00 77
DIRECT +45 38 77 43 53
KIM RASMUSSEN
PARTNER, COPENHAGEN
MOBILE +45 40 53 14 04
DIRECT +45 38 77 45 22
Advisor to a number of lenders from Europe, Singapore and China in connection with the complex cross-border restructuring of the listed Danish shipping company Torm A/S with total debts of USD 1.8 bn.
Advisors to Santander acting through its Danish branch in relation to its DKK 5.963 bn se-curitisation of auto loans. The cross-border transaction involved the transfer of auto loans from a Danish lender to an Irish SPV funded through notes listed on the Official List of the Irish Stock Exchange. The transaction is a landmark transaction as it is the first public auto loan securitisation in Denmark.
Advisor to the ECA’s in the financing of the 600 MW and EUR 2.8 billion Gemini off-shore wind project outside the Dutch coast.
Advisors to TDC on its issue of EUR 750m Callable Subordinated Capital Securities under the company’s EUR 5,5bn EMTN programme listed on the Luxembourg Stock Exchange.
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THE DANISH REAL ESTATE SECTOR - TRENDS AND OPPORTUNITIESMARKET HIGHLIGTS:
› Surge in demand for real estate assets across mainly the office, retail and residential sectors.
› Transaction volumes on the rise and reached DKK 47bn for 2015.
› Prospects for 2016
› Copenhagen among the five leading European cities for investment prospects in 2016
› The growth in the population of Greater Copenhagen has been forecast to continue
› The office vacancy rate has been contained, in part by strong office-to-residential conversion activity
› Strong demand for residential real estate
› Interest rates remain low thus providing investors an attractive spread.
› Many international investors active in the market.
› Denmark among the most business friendly jurisdictions in the world.
INCREASED FOCUS ON PROPERTY DEVELOPMENT TRANSACTIONS AND PROJECT FINANCE
The increased demand for particularly residential real estate in the greater Copenhagen and the Aarhus areas has resulted in an increased influx of international risk-bearing capital investments in construction projects.
Accordingly, many new city districts are in development (including e.g. Nordhavn, Ørestad, Carlsberg Byen, the Harbour in Aarhus etc.), and an impressive variety of projects are currently under construction. Ownership and stakeholder structures for each individual project and other legal arrangements are usually carefully tailored to meet the objective for the related stakeholders and the specific business case for the project.
As a relatively new trend we have recently seen that a variety of international investors actively seek to directly or indirectly invest in or otherwise finance Danish real
estate development projects from the drawing board and until exit – and not only as investors in existing bricks and mortar.
However, project finance and project development transactions in Denmark (as in any other jurisdiction) involve a number of (additional) legal, commercial and tax matters and pitfalls which must be carefully mitigated at the early stages of any proposed real estate development project.
Kromann Reumert’s real estate team has vast and long-standing experience in the Danish real estate project finance and project development market and a second-to-none network and points of contact to all the essential players in the Danish market.
SURGE IN DEMAND FOR DANISH REAL ESTATE ASSETS BY INTERNATIONAL INVESTORS
There has been a surge in the demand for real estate assets across the office, retail and residential sectors in recent years. Investors generally continue to prefer low-risk (low-yield) investments in prime properties, but demand is now increasingly shifting towards secondary locations – particularly in the greater Copenhagen and the Aarhus areas.
Denmark features a unique mortgage credit system offering short or long term committed financing on very competitive and flexible terms, and interest rates generally remain comparatively low providing an attractive spread.
Market conditions, risk factors and the availability of external financing have all contributed to the Danish real estate market being considered very attractive by all types of international investors ranging from institutional investors and PE funds to individual wealthy investors.
Transactions may take place as single property transactions, portfolio transactions and in various bundling and risk sharing structures. Further, cooperation and syndication between otherwise independent investors and financiers are not uncommon with regard to large assets, portfolios and projects.
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RECENT DEALS
Solstra Capital's and Tristan Capital Partners' joint-venture and co-investment in a half-built local shopping centre near Copenhagen purchased from Holberg Fenger Invest. Value: EUR 90m. (represented Solstra Capital)
Patrizia Nordic's acquisition of Gallery K (16,285 m2 retail in Copenhagen City). Value: EUR 200m. (represented Patrizia)
Carlsberg's sale of Tuborg South (a large scale residential development project) to Danica. Value: Confidential (represented Carlsberg)
Jeudan's acquisition of new Maersk Head Quarter (sale and lease back). Value: Confidential (represented Jeudan)
Fastighets AB Balder's acquisition of 42,000 m2 Amager Strandvej development project from Skanska (project consisting of 430 flats (in total 42,000 m2). Value EUR 160m. (represented Fastighets AB Balder).
Standard Life's aquisiton af Danske Bank Head Quarter Holmens Kanal 2. Value: DKK 1.4 billion (represented Standard Life)
FLEMMING HORN
PARTNER, COPENHAGEN
MOBILE +45 20 14 22 99
DIRECT +45 38 77 43 66
SØREN ANDREASEN
PARTNER, COPENHAGEN
MOBILE +45 24 86 00 52
DIRECT +45 38 77 43 04
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WHAT SHOULD WE DO?
› Obtain risk management review
› Consider your involvement in the IPO project. From a liability point of view, it is in the PE’s interest to stand back and let the company run the project. However, it its natural for the PE to have views and desire to be involved in the process
IS THERE A WINDOW FOR A PE-SPONSORED IPO
› Yes, although no deal has surfaced, market rumour is that a number of PEs are working on Danish IPOs (and have retained banks) and PE-sponsored IPOs have continued in Stockholm (being a comparable market)
› Investors are likely to focus on the PE’s liability – increase insurance cover
ISSUE
A PE-sponsored IPO has not been seen in the Danish market since OW Bunker – has the window closed for this exit opportunity?
ADDITIONAL FOCUS ON A PE-SPONSORED IPO?
OW Bunker has not - as of yet, at least - led to the promulgation of major new rules or standards applicable in Danish IPOs. However, from the IPOs which have taken place since the collapse of OW Bunker and the general atmosphere in the Danish market, a couple of conclusions can be drawn:
› Increased focus on risk management
› Global coordinators (banks) push for stricter liability for the IPO sponsor in the underwriting agreement entered into between the company, the sponsor and the banks
› Even more increased focus on particular Danish verification (actually sparked by the Bank Trelleborg ruling) and due diligence (commercial, financial, legal etc.)
› Level of involvement of sponsor may be an important factor when determining liability
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YES, THERE IS STILL AN IPO MARKET IN DENMARK FOR PEs
RECENT DEALS
MARIANNE PHILIP
PARTNER, COPENHAGEN
MOBILE +45 40 79 10 14
DIRECT +45 38 77 44 44
CHRISTINA BRUUN GEERTSEN
PARTNER, COPENHAGEN
MOBILE +45 20 10 63 69
DIRECT +45 38 77 43 26
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S Kromann Reumert is currently advising Dong Energy on the IPO of Dong Energy A/S on NASDAQ Copenhagen.
On 6 March 2015, the shares of NNIT A/S were admitted for trading on NASDAQ Copenhagen. NNIT A/S is one of Denmark’s leading IT service providers and consultancies. Kromann Reumert advised the Joint Global Coordinators and Joint Bookrunners on the IPO.
On 28 June 2013, the shares of Matas A/S were admitted for trading on NASDAQ Copenhagen. Matas A/S operates 295 of drug stores across Denmark. Kromann Reumert advised the Joint Global Coordinators and Joint Bookrunners on the IPO.
On 10 February 2016, the shares of Scandinavian Tobacco Group were admitted for trading on NASDAQ Copenhagen. Scandinavian Tobacco Group is a world leading producer of cigars and traditional pipe tobacco. Kromann Reumert advised Scandinavian Tobacco Group and the selling shareholders on the IPO
RELEVANT FACTORS
Is the co-investment vehicle an AIF?
It could be argued that the co-investment vehicle does not raise capital from the co-investors if the private equity fund documentation contemplates co-investments.
If the co-investor invests in preference shares with a fixed return, it could be argued that the co-investor does not receive a pooled return, which would further support a conclusion that the co-investment vehicle does not qualify as an AIF.
Was the co-investment vehicle marketed together with the private equity fund?
It could be argued that no new marketing activities take place.
WHAT SHOULD WE DO?
Analyse the AIFMD risk of each specific co-investment structure!
The risk is greater if the co-investors are not all investors in the private equity fund.
Try to mitigate this in the private equity fund documentation when raising new funds, e.g. by
› Including reverse solicitation enquiries from the co-investors in the LPA; or
› Stipulating in the LPA that certain large investors in the private equity fund should be required to receive co-investment opportunities (there may be adverse commercial considerations associated with this).
The issue is not solved by using non-EEA vehicles if investors are based in the EEA.
ISSUE
Private equity fund documentation often allows the fund to offer co-investment opportunities to certain large investors.
Across Europe there is uncertainty whether co-investment vehicles qualify as alternative investment AIFs for purposes of the AIFMD regime and, if so, whether the AIF should be deemed marketed to the co-investors triggering authorisation requirements in each relevant Member State.
WHERE IS THE EU ON THIS?
There is no uniform position in the EU on this, and ESMA has not provided any guidance. The regulators in the various Member States appear to be taking slightly different positions on this, the Nordic regulators being slightly more strict in their approach than the UK and Luxembourg regulators.
WHERE IS DENMARK ON THIS?
The Danish FSA emphasizes that there is no specific exemption applicable to co-investment vehicles and that a case-by-case analysis needs to be made.
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FINANCIAL REGULATION: CO-INVESTMENTS
MATTERS AND TRANSACTIONS
NICG’s acquisition of all the shares in the life assurance company Skandia Livsforsikring A A/S (now Norli Pension Livsforsikring).
The formation of the direct lending fund Capital Four - Strategic Lending Fund.
The establishment and licensing of Nordea Ejendomsforvaltning A/S as a manager of alternative investment funds within the real estate space.
Saxo Bank A/S’ issuance of subordinated fixed rate resettable convertible tier 2 notes due 2025 for nominally EUR 50,000,000.
JACOB HØEG MADSEN
PARTNER, COPENHAGEN
MOBILE +45 40 30 30 16
DIRECT +45 38 77 44 58
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JEPPE BUSKOV
PARTNER, COPENHAGEN
MOBILE +45 24 86 00 18
DIRECT +45 38 77 44 15
EXAMPLES OF MATTERS AND TRANSACTIONS IN THE DANISH MARKET WHICH WE HAVE ADVISED ON INCLUDE:
Kromann Reumert has been involved in advising on a broad range of financial regulatory matters and transactions with financial regulatory aspects.
Two pensions funds’ (Arkitekternes Pensionskasse and Pensionskassen for Jordbrugsakademikere & Dyrlæger) decision to leave the Unipension fund administration joint venture and instead enter into a pension fund management agreement with Sampension.
Establishment of an administrative joint venture between the two pension funds; Juristernes og Økonomernes Pensionskasse and Danske Civil- og Akademiingeniørers Pensionskasse.
HOW IS THIS RELEVANT FOR PE STRUCTURES?
› PE financing structures involving shareholders loans or similar, as such structures may suffer from tax leaking in the form of withholding tax on outbound interest,
› Recapitalizations/refinancings of Danish entities, as reparation of funds out of Denmark may result in tax leakage in the form of withholding tax on dividends, and
› Exits from Danish targets, as such exits should be structured carefully to avoid any unnecessary tax leakage in the form of withholding tax on outbound dividends.
WHAT SHOULD WE DO?
› As thing stands at the moment, pretty much all financing structures involving outbound interest on shareholders loans provided directly or indirectly by a PE fund to a Danish target will have a substantial risk of being subject to withholding tax.
› There is no easy way to avoid Danish withholding tax if a PE fund wishes to effect a recapitalization/refinancing involving a reparation of funds from a Danish target to the PE fund. Over the last couple of years, a number of PE funds have – as an alternative to normal recapitalisation – created special share classes in Danish target companies (typically giving right to a preferred fixed return) and sold such share classes to Danish pension funds or similar.
ISSUE
The Danish tax authorities are extremely focused on cross-border interest and dividend payments
In this context, the Danish tax authorities apply a “look through approach” that basically means that – generally - any payment of interest or dividend out of Denmark that, in the opinion of the Danish tax authorities, is ultimately for the benefit of a PE fund (directly or indirectly) will be subject to Danish withholding tax.
TAX
WITHHOLDING TAX ON OUTBOUND DIVIDENDS AND OUTBOUND INTEREST
RECENT DEALS
Our tax team advised the founders of Sitecore (one of the world's leading developers of CMS systems) in connection with their sale of the majority of shares in Sitecore Corporation A/S to EQT and the founder's and EQT's reinvestment.
Our tax team advised NICG in connection with the acquisition of Norli Pension Livsforsikring A/S.
On 10 February 2016, the shares of Scandinavian Tobacco Group were admitted for trading on NASDAQ Copenhagen. Our tax team advised Scandinavian Tobacco Group and the selling shareholders on the tax aspects of the IPO.
MICHAEL NØRREMARK
PARTNER, COPENHAGEN
MOBILE +45 24 86 00 53
DIRECT +45 38 77 44 61
ARNE MØLLIN OTTOSEN
MANAGING PARTNER, COPENHAGEN
MOBILE +45 20 19 74 62
DIRECT +45 38 77 44 66
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OUR LONDON OFFICEWE ARE HERE TO HELP YOU DOING BUSINESS IN DENMARK
› Kromann Reumert has a unique position as the only Danish law firm with an office in London.
› Our goal is to provide direct access to Danish legal advice in the UK and to assist the UK community of law firms, P/E Funds, banks and other companies with an interest in Denmark, whether it is:
› client introductions,
› market intelligence,
› information on key legal developments, or
› swift advice on the ground in London
› We are based in the heart of the City of London, just by St Paul’s. Please contact us if you’d like to meet us and find out more about how we can help you and your business.
SØREN IS HEAD OF KROMANN REUMERT'S LONDON OFFICE. HE ALSO SERVES AS HEAD OF KROMANN REUMERT'S OUTSOURCING GROUP AND IS A PARTNER IN THE FIRM'S CORPORATE GROUP.
Søren advices a broad range of Danish businesses on commercial transactions, including joint ventures, outsourcing and technology transactions. Søren became a partner in 2007 and has previously been a member of Kromann Reumert's Board of Directors.
Søren is rated by Chambers as a "star individual" for outsourcing and is recognised as a leading lawyer by other global rating agencies. He is widely published on outsourcing and technology and holds various positions within these areas, including as officer in the IBA technology committee and as former president of the Danish Association of IT and Telecommunication Lawyers.
KROMANN REUMERT LONDON
Paternoster House
65 St. Paul's Churchyard
SØREN SKIBSTED
PARTNER, HEAD OF LONDON OFFICE
MOBILE +44 78 9998 8557
