BBA//Fjeldco provided Arion Bank and DNB Bank ASA legal advice in relation to providing a EUR 65 million term and revolving credit facilities to Arnarlax ehf. Arnarlax ehf. is one of the leading Icelandic fish farming company and owned by Icelandic Salmon AS listed on the Oslo stock exchange.
BBA//Fjeldco acted as the legal advisor to the pharmaceutical company Lyfjaval ehf. during the acquisition of its entire share capital by Lyfsalinn ehf. a company partly owned by Skeljungur hf. registered on the main market of Nasdaq Iceland. The value of the transaction amounted to ISK 1,500,000,000.
BBA//Fjeldco acted for lenders and lessors of Icelandair Group hf. in providing Icelandic law advice in a voluntary financial restructuring with the participation of both Icelandair Group hf. stakeholders as well as the Icelandic Government. The restructuring was a result of an altered operative environment due to COVID-19.
BBA//Fjeldco has been retained by the UNDP in Comoros, supported by the Ministry for Foreign Affairs of Iceland to create a regulatory framework for the research and utilization of renewable energy resources in the Comoros Islands, in cooperation with Iceland GeoSurvey (ÍSOR), Verkís Consulting Engineers and Intellecon economic consultancy. The project is highly innovative, as Icelandic knowledge, experience and ingenuity is used to create a framework to increase the use of renewable resources to enhance the energy sustainability of the Comoros Islands.
Over the last 15 years, BBA//Fjeldco has advised governments, international organisations and businesses on legal aspects relating to renewable energy and natural resources. BBA//Fjeldco’s leading practitioners in the field of renewable and natural resources are Baldvin Björn Haraldsson, Partner and Antoine Lochet, Counsel.”
BBA//Fjeldco provided legal advice to Vauban Infrastructure Partners in relation to Vauban´s acquisition of the majority of shareholding in Borealis Data Center, previously known as Etix Everywhere Borealis. BBA//Fjeldco provided legal advice on the Icelandic legal framework of the target undertaking, performed a legal due diligence, and provided legal advice on the transaction documents, from an Icelandic law perspective.
Vauban Infrastructure Partners is one of Europe’s leading asset management companies that is focused on infrastructure equity investments that contribute to the sustainable development of local communities and their environments. Borealis Data Center operates two data centers in Iceland that are located in Blönduós and Fitjar in Reykjanesbær. Borealis emphasises on sustainable data centers using renewable clean and carbon-free energy.
BBA//Fjeldco is happy to have been Icelandic legal advisor of Rapyd Financial Network (2016) Ltd. acquisition of Valitor hf. The deal size has been reported as $100 million and the transaction is expected to close by the end of 2021, subject to regulatory approval.
Rapyd first entered the Icelandic market in 2020 through its acquisition of Korta (now Rapyd Europe hf.) The acquisition of Valitor will provide Rapyd with an expansion of its payment capabilities throughout Europe as Valitor is a well-established payment brand and is considered one of Europe’s leaders in providing both in-store and online payments acceptance solutions as well as card issuing.
BBA//Fjeldco advised Icelandic State Financial Investments (ISFI) and Íslandsbanki hf. relation to the IPO, which is the largest IPO in history of Iceland and the largest European bank IPO since 2018.
Prior to the IPO Íslandsbanki was wholly owned by ISFI, on behalf of the Treasury of Iceland. ISFI will hold 65% of the share capital of Íslandsbanki hf. following the offering, assuming full exercise of the overallotment option.
The team was led by partner Einar Baldvin Árnason, partner Bjarney Anna Bjarnadóttir, senior associate Sara Rut Sigurjónsdóttir, associate Sigvaldi Fannar Jónsson and partner Kári Ólafsson.
BBA//Fjeldco gave advice to the structure and timing of the takeover bid, granted advice with regards to regulatory and competition matters, as well advising to the capital structure of Strengur hf. (Bidco). Furthermore BBA//Fjeldco held negotiations and covered documentation with financing parties.
The Supreme Court of Iceland has ruled that the storage company Geymslur ehf., that leased storage spaces in Miðhraun Garðabær, is not liable for damages caused by a fire outbreak in the year 2018.
BBA//Fjeldco represented Geymslur ehf. on all judicial levels. The company was acquitted by the district court, Landsréttur the appeal court as well as by the Supreme Court.
The Public Procurement Complaints Commission has ruled that the city of Reykjavík must tender its purchases of electricity and was fined a total of ISK 8.000.000,- for breaching the Act on Public Procurement.
The Commission came to this conclusion following Íslensk orkumiðlun ehf.’s complaint in early 2020 whereby Íslensk orkumiðlun ehf. demanded that the electricity purchase agreements between the city and Orka náttúrunnar ohf. would be nullified and the city would be required to tender its electricity purchases.
BBA//Fjeldco represented Íslensk orkumiðlun ehf.
BBA//Fjeldco acted as the legal advisors for the merging entites, i.e. TM hf., Kvika banki hf. and Lykill fjármögnun hf. throughout the merger process, which covered all aspects of the deal, including but not limited to drafting of transaction documents, due diligence, competition matters, tax matters, regulatory issues in relation to the Financial Supervisory Authority and NASDAQ OMX Iceland. This is by far the largest and most high profile merger in Iceland in recent years,involving three different types of financial undertakings, an insurance company (TM hf.), a commercial bank (Kvika banki hf.) and a leasing company (Lykill fjármögnun hf.).
BBA//Fjeldco provided legal advise to Kvika banki hf. with regards to Kvika’s acquisition of all shares in Aur app ehf., and whereas share purchase agreements were executed with all previous shareholders of the company. Aur was established in 2015, offering simple and swift payment services and has in a short period of time built an extensive client base. At the end of February, Aur had 90 thousand active users. The company has been a leading fintech player in Iceland with its mobile payments and innovative approach to consumer lending.
The acquisition of Aur is an important step in Kvika’s policy of utilizing technological solutions to modernize financial services. The bank expects that Aur, together with Netgíró hf., acquired by Kvika previously this year, and whereas BBA//Fjeldco provided legal advise as well, and the fintech service Auður will play a key role in the bank’s fintech services going forward.
BBA//Fjeldco provided legal advice to Langisjór ehf. with regards the Langisjór´s acquisition of all shares in Alma íbúðafélag hf. including legal and tax due diligence, negotiating and drafting the share purchase agreement and financing.
Alma íbúðafélag hf. is one of the countries´ largest real estate company which owns and operates over 1100 residential apartments located at the capital area and all around the country. Langisjór ehf. is the parent company of various companies in the food productions and distribution sector including Mata hf., Matfugl ehf., Síld og fiskur ehf., and the investment company Brimgarðar ehf.
In February 2021 Veitur Utilities, the largest utility company in Iceland, accepted Securitas‘s bid for the installation of 160,000 smart meters for Veitur’s customers.
By switching to smart meters Veitur will have access to more information and have better oversight over the utility mains and allows it to charge its customers monthly based on actual energy consumption rather then on estimates. The contract value is c.a. ISK 1,800 million.
BBA//Fjeldco’s attorneys Þórir Júlíusson and Friðbert Þór Ólafsson assisted Securitas in the tendering process and provided legal advice in relation to the documentation of the agreement.
The start-up company Noona recently secured a 1,2 million EUR or ISK 190 million funding from Salt Pay. With the investment Salt Pay acquired a 20% stake in the company. Noona, which provides an online marketplace for service providers and a booking system, will use the funding to expand its services outside of Iceland.
BBA//Fjeldco’s attorneys Þórir Júlíusson, Stefán Björn Stefánsson and Friðbert Þór Ólafsson provided Noona with legal advice in relation to Salt Pay’s investment in Noona.
BBA//Fjeldco acted as lead counsel for KEA, one of the largest hotel operators in Iceland, and its principal shareholders in the restructuring of KEA. This entailed detailed assessment of the position, negotiation with landlords and key creditors and multi-layered documentation to document this voluntary restructuring.
This was the first large restructuring which resulted from the impact of Covid-19, which added uncertainty on the counterparties assessment on the position and feedback on the restructuring proposals. As KEA is a large hotel operator, the counterparties were numerous and of different nature which complicated the process significantly.
In December 2020 the Norwegian company View Software acquired the Icelandic software company MainManager. View Software is a leading software company with solutions within industrial maintenance and management, operation and maintenance (FDV)of real estate. With the acquisition, View Software will expand their customer portfolio to eight countries and open offices in Reykjavik and Copenhagen.
BBA//Fjeldco’s attorneys Halldór Karl Halldórsson, Tómas Magnús Þórhallsson and Sigvaldi Fannar Jónsson assisted and provided View Software with legal advice in the acquisition.
See further information on https://www.viewsoftware.com/blogg/view-software-acquires-mainmanager-and-expands-to-eight-countries
BBA//Fjeldco acted as the lead counsel of Arctic Green Energy in the debt refinancing of the company and subsidiaries which resulted in the outstanding obligations towards the Asian Development Bank being repaid in full.
Thetransaction was multi-jurisdictional and included refinancing of existing debt,new debt being provided and equity instrument being issued.
BBA//Fjeldco provided legal counsel in respect to the takeover bid process with all shares issued by Heimavellir hf.
The transaction was structured as an initial stake building to trigger a mandatory takeover offer. This was the first transaction in Iceland for numerous years whereas a mandatory takeover offer has been triggered with the intent of the offeror to acquire the target.
With the bidder being a Norwegian entity BBA//Fjeldco provided legal counsel on Icelandic law issues relating to all securities transactions, the takeover bid and the takeover process.
BBA//Fjeldco provided legal advice to Reykjavík Data Center hf. with respect to entry into a design and build agreement with respect to a new high-tech data centre in Reykjavík and financing agreement with Íslandsbanki.
The transaction also required Reykjavík Data Center hf. to enter into a transmission agreement with Landsnet, the incumbent provider of access to the transmission system in Iceland and entry into a power purchase agreement with Landsvirkjun, the largest operator of hydroelectric power plants in Iceland, pursuant to which Landsvirkjun shall provide electricity to the data centre.
The power purchase agreement with Landsvirkjun is only the tenth agreement that Landsvirkjun has entered into since its foundation with a customer defined as a power intensive user and one of the first agreements which is certified as a green power purchase agreement, providing Reykjavík Data Center hf. with guarantees of origin, confirming that the purchase electricity derives from renewable energy sources.
BBA//Fjeldco acted as the lead counsel for Arion Bank hf. in complex financing of Icelandair Hotels.
The complexity derived essentially from three factors: i) the transaction is significant by Icelandic financial standards (matter value is classified); ii) the security provided was multidimensional and involved various complex assets; and iii) the financing was implemented in correlation with a transaction which involved a change of ownership of Icelandair Hotels.
BBA//Fjeldco acted as the Icelandic legal adviser to ABN AMRO, BNP Paribas, Danske Bank, HSBC, ING Bank, RaboBank and UniCredit in relation to a EUR 700 million sustainability-linked syndicated credit facility to Marel hf.
Marel hf. (NASDAQ: MAREL; AEX: MAREL) is a leading global provider of advanced food processing equipment, systems, software and services to the poultry, meat and fish industries.
Marel is by far the largest listed company in Iceland. This financing gives Marel increased operational and strategic flexibility and supports the company’s long term strategy. The margin incentive structure linked to Marel performance relating to the environment, gender equality and health and safety.
BBA//Fjeldco provided legal advice to Japan Bank for International Cooperation’s (JBIC) New Energy and Power Finance Department in relation to a JBIC buyer’s credit to HS Orka (Icelandic Borrower). The credit was guaranteed by Landsbankinn and the transaction valued at USD 10 million.
BBA//Fjeldcoprovided legal advice to the start-up company, Lucinity Group ehf., in relationto two rounds of financing amounting to USD 8.1 million as well all corporatematters relating thereto. Lucinity Group ehf. specializes in the development ofartificial intelligence solutions in the field of anti-money laundering. Thesolution empowers its clientele, ranging from digital microbanks to tier 1 USbanks, to detect unusual behavior and transactions improving review efficiency.
BBA//Fjeldco acted as the Icelandic legal adviser to the European Investment Bank in relation to a EUR 69 million credit facility to Össur hf., a leading global provider of non-invasive orthopaedics equipment.
BBA//Fjeldco acted as Legal Adviser to Morgan Stanley, CitiBank, Lloyds Banking Group, HSBC, RW Baird NASDAQ, Shanghai International Exchange and others in relation to BREXIT and other financial regulatory matters.
BBA//Fjeldco acted as lead counsel for Arctic Green in a complex negotiation with Sinopec Star in relation to asset restructuring of Sinopec Green Energy, whereas certain geothermal assets were evaluated and injected into Sinopec Green Energy.
The restructuring was part of the continuing process of establishing the world’s largest geothermal district heating company, and the market leader in geothermal district heating in China with an impressive track record of establishing a series of technical milestones including getting the first city in China declared as smog free.
The Dutch company Total Specific Solutions has completedthe purchase of all shares in the Icelandic software company DK Hugbúnaður ehf.BBA//Fjeldco represented the buyer during the transaction. The firm’s lawyersconducted a legal due diligence on DK Hugbúnaður and provided the buyer withlegal advice regarding the transaction. In addition, they worked closely withthe sellers’ lawyers on documentation and closing of the transaction. Thetransaction is one of the largest corporate transactions of the year in Icelandand among the largest foreign investments in an Icelandic company in a longtime.
On 20 November 2020 Scottish Equity Partners (SEP) completed an investment in the Icelandic travel technology company Dohop. Dohop’s virtual interlining technology allows airlines to seamlessly connect with each other, and with other travel providers, without relying on legacy booking systems and complex and inflexible interline agreements. Travellers can then create an itinerary composed of flight segments from multiple airlines. SEP is a Scottish investment fund which specialises in high growth companies across a range of technology sectors including software and consumer internet. For over 20 years SEP been investing in a range of high growth technology companies with good results.
BBA//Fjeldco’s attorneys Baldvin Björn Haraldsson, Stefán Reykjalín and Tómas Magnús Þórhallsson assisted and provided SEP with legal advice for its investment in Dohop.
See further information on https://www.sep.co.uk/sep-invests-in-dohop/
BBA//Fjeldco provided Reykjavík DC with legal advise with respect to i) the entry into a design and build agreement with respect to a new high-tech data center in Reykjavík, with ICT room Company B.V.; ii) the entry into financing agreements with Íslandsbanki hf.; iii) the entry into a transmission agreement with Landsnet, the incumbent provider of access to the transmission system in Iceland; and iii) the entry into a power purchase agreement with Landsvirkjun, the largest operator of hydroelectric power plants in Iceland, pursuant to which Landsvirkjun shall provide electricity to the data center.
BBA//Fjeldco was a legal adviser to BB Holding ehf. on the disposal of Icelandic cargo carrier, Bluebird Nordic(Bláfugl ehf.), to Avia Solutions Group, which owns UK broker Chapman Freebornand freighter operator Magma Aviation
In December 2019 CIT Bank served as sole lender and facility agent on a $30 and $35 million secured financing for Icelandair Group, the nationalcarrier of Iceland. The financing is part of a refinancing due to theredemption of bonds, issued by Icelandair, earlier this year.
On 18 December 2019 Landsvirkjun (theNational Power Company) and Reykjavík DC hf., a new high-tech data centre inReykjavik, entered into a power purchase agreement pursuant to which Landsvirkjun shall provide electricity to the data centre up to 12 MW. Theagreement is no. 10 which Landsvirkjun has entered into with a customer whichis defined as a power-intensive user and the agreement is certified as agreen power purchase agreement. That means that Reykajvík DC hf. isprovided with guarantees of origin which confirm that the purchased electricityderives from renewable energy sources.
Lawyers Bjarki Diego and Tómas MagnúsÞórhallsson assisted and provided Reykjavík DC hf. with legal advice during thenegotiations with Landsvirkjun
BBA//Fjeldco lead a consortium of various companies in the project of constructing a new legal framework for harnessing geothermal energy in the Republic of Djibouti.The project was of great importance for the Republic of Djibouti to increase energy sustainability, develop the infrastructure in the country ultimately benefiting the overall economy of the country.
The legal advice of BBA//Fjeldco was highly innovative as it combined knowledge from various parties for the benefit of the Republic of Djibouti and was mainly provided in French.
BBA//Fjeldco acted as a legal advisor to the Asian Development Banks in relation to a USD 250,000,000 loan facility to the Arctic Green Energy corporation and Sinopec Green Energy Geothermal Company Limited, provided in order to expand environmentally sustainable district heating services in the People's Republic of China.
BBA//Fjeldco is acting for LBI ehf. in three separate tort proceedings and where the combined value exceeds ISK 50 billion.
BBA//Fjeldco acted as legal advisor to Alvotech hf., an Icelandic biopharmaceutical company focused on the development and manufacturing of high quality biosimilars for global markets, during the restructuring of Alvotechhf. BBA also advised on the issuance of USD 300,000,000 convertible bond, issued by Alvotech Holding A.S., whereas Alvotech hf., Glycothera GMBH, AlvotechGermany GMBH and Alvotech Swiss AG acted as guarantors.
BBA//Fjeldco advised Festi hf. in relation to the acquisition of Kaupás ehf. and other subsidiaries of Norvik hf. Although the value of the agreement is confidential, it is safe to say that the deal is one of the largest domestic M&A deals in recent years.
BBA//Feldco advised Valka when preparing all of its basic contractual documents in relation to the sale of its innovated and patent-protected goods,services and software.
BBA//Fjeldco advised Reiknistofa bankanna hf. (“RB”),the Icelandic IT centre for the Icelandic banking sector, in its negotiations and contracts with Arion Bank and Sopra Banking Software, whereby RB provides Arion Bank with a new deposit and payment system based on Sopra solutions.
BBA//Fjeldco advised Icelandair hf. in relation to the sale of Icelandair Hotels and related estates to Berjaya Corporation
BBA//Fjeldco acted as the lead counsel of Arctic Green Energy in the debt and equity refinancing of the company and subsidiaries.
BBA//Fjeldco acted as legal adviser to Nox Holding ehf., in relation to acquisition of all shares, issued by Nox Medical ehf., the subsequent restructuring of the Nox Group, and investment by the private equity fund Alfa Framtak, establishing a world leader in sleep diagnostic technology and sleep health solutions.
BBA//Fjeldco advised Japan Bank for International Cooperation’s (JBIC) New Energy and Power Finance Department/ Infrastructure and Environment Finance Group in relation to a JBIC Buyer’s Credit of HS Orka.
BBA//Fjeldco advised Arion Bank (Iceland's largest bank listed in Reykjavik and Stockholm) in relation to its takeover of the Nordic travel group Travelco.
We served as the Icelandic advisor to each of the buyers in relation to the private placement of shares in Arion Bank, owned via Kaupthing’s wholly-owned subsidiary, Kaupskil ehf.
BBA//Fjeldco advised Barclays Bank, SEB, ING Belium, Arion Band and BNP Paripas in relation to a USD 150 million credit facility to Landsvirkun, the national power company of Iceland.
BBA//Fjeldco was a legal advisor to Turkish Development Bank in relating a risk sharing mechanism for geothermal drilling operation in Turkey.
BBA//Fjeldco acted as legal advisor to US based Indigo Partners in the potential acquisition of Iceland based Wow Air.