Financials & Investments

Ellex Klavins advises leading financial institutions and investment companies on the most significant finance transactions. We enjoy a heavy volume of banking-related work, including commercial lending, syndicated loans, refinancing and portfolio restructuring. Our experts assist clients seeking to operate on a cross-border basis to comply with EU passporting and general good provisions, or alternatively we help clients to structure the nature of their investment services in order to comply with applicable restrictions or requirements.

Financials & Investments Estonia

Financials & Investments Lithuania

Key contacts

Valters Diure

Associate Partner

Co-head of Finance & Tax Practice

+371 673 50541

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What's new in field

Ellex and Allen & Overy advise Blackstone on the acquisition of a majority stake in Luminor for EUR one billion

Key projects in the field

Ellex Klavins advised on a global $1,5 billion refinancing deal

Ellex Klavins advised the lenders and investors of private placement notes issued by ED&F Man Treasury Management plc in relation to the group’s refinancing of nearly $1,5 billion of debt.

In September 2020, a package of refinancing arrangements to restructure certain of the group’s debts through the amendment and restatement of those liabilities into new secured debt instruments was signed. The changes will be made through a scheme of arrangement.

It is an important milestone for the company’s staff, creditors, clients, customers and suppliers and will create a stable financial environment for the group during the next three years and allow ED&F Man to pursue its strategy of focusing on its core trading roots and divesting of non-core assets in an orderly manner to ensure value is maximised.

The deal involved multiple jurisdictions across the globe. Ellex Klavins assisted the lenders and investors of notes with Latvian law issues and local security. The client was advised by Ellex Klavins experts Valters Diure, Raimonds Slaidins and Anna Misneva.

ED&F Man is an agricultural commodities merchant founded in 1783 that acts as a broker for both institutional and retail investors. It holds about $2bn of funds backing customers’ trades, according to data from the Commodity Futures Trading Commission, the US market regulator.

Ellex advised on Bite Group’s EUR 700 million bond issuance and financing

We advised initial bond purchasers and mandated lead arrangers Citigroup Global Markets Limited, Deutsche Bank AG, London Branch, ING Bank N.V., London Branch and UniCredit Bank AG on Bite Group´s EUR 700 million bond issuance and financing.

Bite Group is a telecommunications and media group based in the Baltics that is controlled by international asset management company Providence Equity Partners.

The proceeds from the bond offering, together with cash in hand, will be used to repay Bite Group’s existing financial debt and to return capital to shareholders. To secure the financing the issuer’s group will provide collateral packages in Lithuania, Latvia, and Luxemburg.

It is the largest bond issue by a private Baltic company to date.

We advised the clients in cooperation with international law firm Latham & Watkins. The pan-Baltic team included partner Ermo Kosk, senior associates Kadi Sink and Sandra Värk, counsel Rain Raa, in Estonia, foreign counsel Zinta Jansons, associate partner Valters Diure, senior associate Beata Plociņa and associate Marta Cera in Latvia, partner Giedrius Stasevičius, senior associate Gintarė Skrolienė, junior associate Ainis Augustas Petrulis, associate partner Miglė Petkevičienė, associate Dovydas Gudžiūnas, associate Paulius Vaitkevičius and associate Edita Sinickaitė in Lithuania.

We advised on Rabobank's Participation in Batterfisa's Debt Refinancing

Ellex Klavins advised on the case regarding Cooperatieve Rabobank U.A. refinancing of Latvian fishing company SIA Batterfisa's existing liabilities and working capital needs.

Besides financial law issues we provided legal support for registration of commercial pledges and ship mortgage.

Batterfisa was advised by Associate Partner Maris Brizgo and Senior Associate Anna Misneva.

Deal closed: we advised Blackstone on completing the acquisition of a majority stake in Luminor bank for EUR 1 billion

30.09.2019

On September 30, 2019 after approvals from the Baltic regulators, the European Commission and the European Central Bank, the US private equity giant Blackstone Group has closed acquisition of a 60 % majority stake of Luminor shares, one of the leading banks in the Baltics, from its owners Nordea Bank and DNB bank for EUR 1 billion.

Nordea Bank and DNB bank will retain an equal 20 % equity stake in Luminor. Additionally, Blackstone has entered into an agreement with Nordea to purchase their remaining 20 % stake over the coming years.

Ellex together with the global law firm Allen & Overy advised Blackstone on the acquisition of bank Luminor. The Ellex team was led by partner Sven Papp and senior associate Alla Kuznetsova in Estonia. This deal is the largest M&A deal in Baltic history.

Luminor was created through a merger of Nordea bank and DNB bank in the Baltics in 2017. It is the third largest bank in the Baltic region.

Blackstone is one of the world’s leading investment firms founded in 1985. The firm has over 24 offices with 2 500 employees worldwide. The portfolio companies employ over 400 000 people across the globe.

Read more here.

We advised Avation PLC on aircraft lease financing to airBaltic

Ellex Klavins advised Avation PLC in negotiating an operating lease agreement for two Bombardier aircraft with airBaltic Corporation (airBaltic) which is the flag carrier of Latvia with current fleet of 39 aircrafts that continues to expand. Avation engaged a Latvian counsel to advise on matters relating to the lease of the aircrafts. In addition to be the local legal counsel, we assisted with the financing side for the lender and local security over the aircraft as well.

The client was advised by associate partner Valters Diure, partner Egons Pikelis and senior associate Beata Plocina.

We advised SG Capital Partners AIFP on raising investments in the amount of EUR 80 million

Ellex Klavins provided legal assistance to the alternative investment fund manager SIA SG Capital Partners AIFP with regard to raising investments in the commercial real estate fund SG Capital Partners Fund I KS managed by it. The overall amount of the investments of SG Capital Partners Fund I KS reaches 80 million euros.

SG Capital Partners AIFP is the manager of investments in commercial real estate in the Baltics, which invests in income-generating retail and office properties in Riga, Vilnius and Tallinn focusing on sustainability. Investors of SG Capital Partners Fund I KS are the leading institutional investors in the Baltic Region.

We assisted SG Capital Partners to obtain an AIFM licence from the FCMC

09.05.2019

Ellex Klavins provided legal assistance to SIA SG Capital Partners in obtaining an Alternative Investment Fund Manager (AIFM) license from the Financial and Capital Market Commission (FCMC).

SIA SG Capital Partners AIFM has been operating as a registered alternative investment fund manager since 2016. With the FCMC Board's decision to grant the license, that registration has been cancelled and SG Capital Partners AIFM has become a licensed alternative investment fund manager, which is the first such case in Latvia.

SG Capital Partners AIFP (SG Capital) is a Baltic commercial real estate investment manager and manages the closed alternative investment fund KS SG Capital Partners Fund 1.

More information is available here.

We advised UnifiedPost Group on the acquisition of Fitek Holding

05.04.2019

Benelux’s company UnifiedPost Group acquired the Baltic-based Fitek Holding from the private equity fund BaltCap.

Ellex advised UnifiedPost Group on the transaction that enabled the creation of a major European FinTech player that is also one of the largest financial technology companies in Europe.

UnifiedPost Group, headquartered in Belgium, is one of Europe's leading FinTech companies that helps businesses to digitize and optimize their financial value chain. They provide a complete technology portfolio for identity management, document processing, robotic accounting and apps with added value.

Fitek is the market leader in the financial automation process. The company operates in Estonia, Latvia, Lithuania, the UK, Slovakia, the Czech Republic, Serbia and Bosnia and Herzegovina.

UnifiedPost was advised by Partner Sven Papp, Counsel Jaanus Ikla and Senior Associate Gerda Liik in Estonia, Associate Partner Sarmis Spilbergs and Associate Marta Cera in Latvia, Partner Paulius Gruodis, Senior Associate Mantas Juška and Arvydas Grušeckas in Lithuania.

We advised the Treasury of the Republic of Latvia on legal matters related to public debt management

Ellex Klavins has advised the Treasury of the Republic of Latvia on legal matters in the area of public debt management and provided recommendations for possible clarifications in national legislation.

Legal advice was provided by senior counsel Raivis Leimanis and partner Egons Pikelis.

The Treasury is a direct administration institution subordinated to the Ministry of Finance. Its operational objective is the effective implementation of public administration functions in the area of public finance management.

We advised EBRD on a risk-sharing facility to Citadele Banka

The European Bank for Reconstruction and Development (EBRD) is introducing to Latvia a EUR 35 million unfunded secured facility, representing a risk sharing arrangement with Citadele whereby EBRD will guarantee up to 50 per cent of individual sub-loans provided by Citadele to eligible clients (non-retail).

This is the first such facility to be used in Latvia and is one of the three core financing frameworks of the EBRD’s ‘Small business Initiative’.

We advised on Latvian law aspects of the Risk Sharing Facility, as well as the template Partner Loan Agreements, and included addressing complex issues of enforcement of security and subrogation of claims under Latvian law.

The client was advised by Ellex Klavins experts Egons Pikelis, Valters Diure and Beata Plocina.

EBRD is an international financial institution established in 1991, that has since played a historic role and gained unique expertise in fostering change in the region and beyond - investing more than €130 billion in a total of over 5,200 projects.

To find out more, please click here.

We advised Baltic Retail Properties Latvia on a significant merger and reorganisation of its subsidiaries

31.08.2018

Ellex Klavins provided full legal service to Baltic Retail Properties Latvia in relation to merger with its three subsidiaries in Latvia, related reorganisation matters and registration of outcoming changes in public registers.

The engagement was successfully completed on August 2018.

Shareholder of Baltic Retail Properties Latvia is Lithuanian investment company Baltic Retail Properties which is licensed and has been partnered with the leading US REIT W. P. Carey, Rakauskas family and Kesko Corporation, and invests into retail real estate in Latvia, Estonia and Lithuania.

In Latvia the client was advised by Senior Associate Māris Brizgo and Senior Partner Raimonds Slaidiņš.

Ellex Klavins is advising Saga Furs on financing and restructuring matters

Ellex Klavins provides ongoing legal advice to Saga Furs on financing of fur breeders and further sale of production. In addition, we provide ongoing finance law and restructuring advice to the client.

Saga Furs is the largest Finnish auction house for high quality animal furs farmed from European farms.

The client is consulted by partner Inita Jurka and associate Zane Miglane.

Ellex Klavins advises Danske Bank on the sale of its personal customer business in Latvia and Lithuania to Swedbank

Danske Bank has entered into an agreement to sell its personal customer business in Lithuania and Latvia to Swedbank Lithuania and Swedbank Latvia. Danske Bank’s private banking customer business in Lithuania is not part of the sale, however. Danske Bank will in future focus on strengthening its business banking operations in the Baltic region for local and Nordic business customers. Pending local competition authority approval, the sale is expected to be completed in the first quarter of 2016.

Click here to find out more

We helped Royal & Sun Alliance Insurance Plc to sell a Latvian insurance company to PZU

We provided consultations to Royal & Sun Alliance Insurance Plc (RSA) during the sale of the biggest Latvian insurance company AS Balta to Powszechny Zaklad Ubezpieczen S.A. (PZU). The 360 million Euro transaction was one of the largest M&A transactions in the Baltics and increased Polish influence in the insurance market of the Baltic States and Poland. This deal, plus RSA having sold its stakes in the Lithuanian insurance company Lietuvos Draudimas and Polish Insurance Company Link4 Towarzystwo Ubezpieczen Spolka Akcyjna, permitted RSA to devote all its attention to its core markets.

We assisted BTA Insurance Company during agreement negotiation with intermediaries

As BTA Insurance Company was expanding, we guided it through the process and drafted outsourcing procedures and their coordination with the Financial and Capital Markets Commission. We also provided advice on this rare occasion of a Latvian insurance company’s expansion into broader markets outside of the Baltics.

We represented four UK insurance companies in one of the biggest insurance claims in the Latvian courts

We took a novel case advising a group of UK co-insurers of the Latvian government-owned airline Air Baltic Corporation with a claim for the application of insurance indemnity concerning a former member of the management board. The four co-insurers have insured against liability for losses caused by the aforementioned person, who was involved in several questionable circumstances. With the insurance policies subject to Latvian law, but issued by UK insurers following UK practice, this complex case is setting a precedent in the Directors and Officers liability insurance field. This is the first case of its kind and one of the largest insurance claims ever submitted to a Latvian court.

The client was consulted and represented by partner Daiga Zivtina, associate partners Irina Kostina and Andris Lazdins and senior associate Anete Dimitrovska.

We helped Latvian Leasing Providers Association to achieve a settlement with the Competition Council

This complicated case involved the alleged discussion of a working group to set recommendations and rules for the terms of leasing of new cars to private consumers. The Competition Council initiated a case against LLDA concerning the alleged arrangement between members of LLDA and the Latvian Authorized Automobile Dealers Association.
Our team advised and represented LDDA, including dawn-raid proceedings. On behalf of LLDA we entered into settlement negotiations with the Competition Council and achieved the first ever settlement decision in the practice of the Competition Council. The settlement involved a reduced fine (10%) and certain undertakings from the LLDA, including a commitment not to appeal the decision in court. It was the first case which was settled at the Competition Council as the settlement is normally only available during litigation proceedings.

Our team advised real estate fund Lords LB Baltic Fund III on all aspects of a long-term premises tenancy agreement

We advised Lords LB Baltic Fund III and assisted in concluding the long-term premises tenancy agreement for a shopping centre in Riga. The agreement involved both terms of rent and construction work. We also advised on the shopping centre’s land lease agreement with the municipality.

We advised NASDAQ OMX Riga and the Latvian Central Depository on a new type of government savings bond

Our experts assisted the NASDAQ OMX Riga and the Latvian Central Depository on several innovative projects. The most ambitious of them involved the preparation to issue a new government savings bond which was seen as an important means of restoring market confidence in Latvia after the economic recession. It was the first time that such a government savings bond has been issued since Latvia regained independence, thus it was highly important to have the correct regulatory framework in place. Our team assisted the Latvian Central Depository to develop various aspects of the regulatory framework as such a framework did not already exist.

We advised on one of the first foreign listings of Latvian corporate bond issue

Our firm assisted Standard Bank, acting as a placement agent, with matters related to a corporate bond issue by the Latvian micro-finance company 4finance. The deal involved a private placement of bonds which were listed on the Irish stock exchange. It was one of the first bond offerings made by a Latvian corporate entity and listed outside of Latvia. Our team advised Standard Bank on aspects of Latvian law during negotiations and preparation of the offering prospectus and other documents related to the issue of the Notes.

We assisted General Electric Capital in the sale of its Latvian subsidiary to the Swedish financial group Marginalen

In accordance with its responsible and prudent exit from the Latvian market, GE Capital sold its consumer lending and finance company AS GE Money to the Swedish financial group Marginalen. Our team advised GE Capital on all matters related to the transaction.

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