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Pareto Securities A leading independent investment bank
January 2018
2
A leading investment bank in both the global and Nordic markets
A leading Nordic player across all sectors
First hand knowledge and high activity across all sectors in our Nordic
home market
Financial Institutions
Life Sciences
Industry expertise and experience has enabled
Pareto Securities’ international success
A global leader within energy and maritime sectors
Shipping Seafood
Power & Renewables
Oil & Offshore
Mining Retail
TMT
Real Estate
3
Equity sales & trading
Equity issuance, listed and non-listed
Block sales, buybacks and strategic acquisitions
Equity Capital Markets
~70 professionals in the Nordics, UK, US and
Singapore
Debt sales & trading
Bond, convertible and hybrid capital issuance
High yield and investment grade
FX trading & advisory
Debt Capital Markets
~60 professionals in the Nordics, UK, US, Germany, Switzerland and Singapore
Sale & purchase of offshore rigs
Newbuilds and second-hand
Rig charter
Asset & Contract Brokerage
~5 professionals in Norway
Mergers, acquisitions and divestments
Initial Public Offerings
Equity and debt capital raising
Debt and restructuring advisory
Financial and strategy advisory
Corporate Finance & Advisory Services
~80 professionals across 11 countries world wide
Equity and credit research
Investment strategy
Macro and industry research
Corporate access
Research
~40 professionals in Norway, Sweden and UK
Project finance and asset syndication
Shipping/offshore
Real Estate
Sales & secondhand trading in projects
Business mgmt.
Maritime services
Project Finance
~80 professionals in the Nordics
Complete investment bank service offering
Pareto Securities is an independent full service investment bank with ~410 employees located in 15 offices across 11 countries
In addition, ~75 employees provide global support and back-office services
4
Supported by expertise in shipping, offshore, real estate and more
The Group
Ship and Offshore Broking
P.F. Bassøe Wet Cargo Shipping
Chartering, Research
Pareto Offshore Offshore Drilling Rigs
Chartering, SNP
Pareto Shipbrokers Offshore and Tankers
Chartering, SNP
Pareto Dry Cargo Dry Bulk Shipping
Chartering
Pareto Securities
Sales and Trading Equities
Fixed Income Bank Syndication
Corporate Finance M&A
Equity, Bond & Debt Restructuring
Research Equity & Credit Research
Project Finance Asset Syndication
Shipping & Offshore Real Estate
Asset Management Shipping & Offshore
Real Estate Funds Investor Services
Asset and Wealth Management
Pareto Alternative Investments
Shipping & Offshore Real Estate
Pareto Wealth Management
Pareto Business Management
Shipping & Offshore Real estate
Pareto Bank* Conventional Banking
Services Shipping/offshore,
Real Estate, Securities
Banking and Insurance
Pareto Insurance Broking
Injury, Life and Pension Insurance
Pareto Securities represents the investment banking part of the Pareto Group and is also the largest part of the Group with ~410 employees
The Pareto Group was established in 1986 as a partnership 100% owned by the employees
The Group has ~600 professionals providing investment banking, brokering, traditional banking and advisory services
Focus on shipping, offshore and real estate
Note(*): 15% owned by Pareto AS
5
International presence creating a global variety of transactions
Perth
Nordics: Oslo, Stockholm, Copenhagen, Helsinki, New York
Singapore
Stavanger, Malmö
London
Pareto office
Paris
Americas deals EMEA deals Asia & Oceania deals
Houston
Zürich, Hamburg, Frankfurt
May 2017
Sole Lead Manager
5 year senior secured bond
USD 410m
April 2017
Sole Financial Advisor
Advisor to City of Oslo in the acquisition of
Hafslund, and subsequent sale of assets
NOK 47,750m
June 2017
Left Lead Manager
4 year senior secured bond
USD 300m
June 2017
Joint Bookrunner
IPO of SpareBank 1 Østlandet
on Oslo Børs
NOK 2,400m
Sole Lead Manager
June 2017
5 year senior secured bond
USD 100m
August 2017
Sole Lead Manager
5 years senior secured bond
EUR 350m
December 2017
Sole Financial Advisor
Advisor to Songa in Transocean’s acquisition
of the company
NOK 26,000m
December 2017
Joint Lead Manager
AUD 400m
22 year senior secured USPP bond
6
Selected recent corporate clients – ~580 transactions globally 2015-2017
7
Pareto Securities 2017 deal year
Pareto Securities executed 230+ transactions in 2017
June 2017
Sole Lead Manager
2 year senior unsecured bond
USD 10m
Bassdrill Alpha Ltd
8
World-wide investor reach and placing power
Source: Dealogic, Pareto Securities
More than 55% of ECM funds raised outside the Nordics Pareto ECM funds raised, 2014-2017 Pareto HY bond funds raised, 2014-2017
Pareto total deal value:
USD ~14.8bn in 139 HY
transactions
Sales force of ~100 professionals offering premium access to securities both in the primary and secondary markets
Pareto’s global investor base also includes investors who are specialized within the energy and maritime sectors, not served by other generalist investment banks
More than 40% of HY funds raised outside the Nordics
Pareto total deal value: USD ~15bn in 210 ECM
transactions Nordics 44%
RoW 56%
Norway 25%
Other Nordics 19%
Americas 14%
UK 26%
Other 15%
Nordics 59% Norway
25%
Americas 13%
UK 16%
Other 12% RoW
41% Other Nordics 34%
9
131
170
193
210
232
232
254
275
275
283
366
380
Höegh LNG
Ocean Yield
Tanker Invest.
Gener8
Morpol
W. Wilhelmsen
Nobina
Avance Gas
Crude Carriers
SB1 Østlandet
Sevan Drilling
GasLog
Aker Drilling
Tinkoff
Gjensidige
NYSE
NYSE
NYSE
Pareto is a leading manager in the global Equity Capital Markets
Source: Bloomberg, Oslo Stock Exchange, NASDAQ OMX, Pareto Securities
Global IPO advisor Pareto top 15 IPOs, 2010-2017 (USDm)
Deep-rooted Nordic equity capital markets presence Managing global deals in the energy and maritime sectors
NASDAQ
OSE
OSE
OSE
OSE
OSE
OSE
OSE
OSE
Most experienced in Norwegian ECM # of OSE private placements, 2010-2017
Shipping ECM, deal value, 2010-2017 (USDm)
LSE
Seafood ECM, deal value, 2010-2017 (USDm)
World leader in energy and maritime Offshore Drilling ECM, deal value, 2009-2017 (USDm)
OSE
June 2017
Joint Lead Bookrunner
Private placement of shares
NOK 635m
OSE
698
1,250
1,974
June 2017
Joint Lead Bookrunner
IPO of SpareBank 1 Østlandet on Oslo Børs
NOK 2,400m
February 2017
Joint Lead Bookrunner
Secondary offering of shares
USD 208m
April 2017
Sole Lead Manager
IPO on Nasdaq First North Premier
SEK 473m
70
65
57
52
48
34
30
19
17
16
Pareto
DNB
ABG
Carnegie
Arctic
Swedbank
SEB
SB1 Markets
Clarksons Platou
Nordea
478 510
533
589
1,178
Nordea
Morgan Stanley
DNB
ABG
Pareto
November 2017
Sole Lead Manager
Block sale of 11.5% of the share capital
DKK 560m
March 2017
Joint Lead Bookrunner
Private Placement of shares
USD 230m
October 2017
Joint Lead Bookrunner
USD 650m
Private Placement of shares
November 2017
Joint Lead Manager
USD 90m
Private Placement of shares
5,305
4,488
4,120
3,645
3,427
Pareto
Fearnley
Clarksons Platou
Goldman Sachs
DNB
8,900
8,750
7,650
7,290
6,190
Pareto
DNB
Morgan Stanley
Clarksons Platou
Citi
10
Large transaction manager
A pioneer DCM manager in both high yield and investment grade
Source: Stamdata, Bloomberg, Oslo Stock Exchange, NASDAQ OMX, Norges Bank
Largest Nordic HY bond issues, 2010-2017 (USDm)
#1 Corporate bond manager
Nordic HY issues market share, 2010-2017
Complete toolbox including IG bonds
Raising bonds for Nordic and international issuers Increasing focus on long tenor investment grade issues
Largest Pareto new IG bonds, 2010-2017 (NOKm)
December 2016
Joint Lead Manager
4.75 year floating senior unsecured bond
NOK 2,000m
Sole Lead Manager
5 year senior secured bond
USD 410m
May 2017
4 year senior secured bond
June 2017
Left Lead Manager
USD 300m
5 year senior secured bond
August 2017
Sole Lead Manager
EUR 350m
January 2017
Sole Lead Manager
Private placement of notes
USD 500m
USPP Sole
Sole
Sole
Sole
9%
3%
5%
5%
6%
7%
10%
12%
13%
31%
Other
Carnegie
Arctic
Danske
SEB
ABG
Swedbank
Nordea
DNB
Pareto
344
350
350
366
400
400
400
420
460
500
500
500
500
575
735
NG
Northland
Seadrill
Ovako
Golden Close
Bluewater
DNO
Lebara
Golden Close
OSX-3 Leasing
Genel Energy
Ocean Rig
Glencore
Sea Trucks
Oro Negro Sole
Sole NG
Pareto Securities deal
US
NO
UK
BR
BM
BM
NL
NO
MX
NO
Sole CH
CH Sole
SE
September 2017
Joint Lead Manager
EUR 310m
4 year senior secured bond
Sole Lead Manager
15 year senior secured USPP bond
USD 320m
November 2017
Jones Act Company
December 2017
Joint Lead Manager
22 year senior secured USPP bond
AUD 400m
3,491
3,269
2,656
2,542
2,000
1,850
1,600
1,400
1,238 1,200
1,140
950
750
700
687
653
Transocean
Eysturoy and Sandoy
Services Co.
Plenary Group
Oslo Kommune
Knutsen LNG and NYK
CFI Stavanger
Tryg
Goldman Sachs
Gjensidige
TRD Campus
OBOS Nye Hjem
Landshypotek Bank
Westfal-Larsen
Delarka
KAS
USPP
USPP
USPP
USPP
USPP
11
Top-ranked M&A experience
Renowned M&A advisory capabilities and expertise
Leading position in the Nordics
# of Norwegian M&A transactions, 2006-2017
Increasingly active in international transactions
Significant cross-border M&A and advisory expertise Pareto M&A deal volume by target dominant country, 2006-2017 (USDbn)
0.9
0.2 1.9
0.6
0.8
0.2
0.5
37.6
0.5
1.1
0.6
1.9
0.1 <0.1
<0.1
Source: Mergermarket, Pareto Securities
October 2015
Sole Financial Advisor
Acquisition of Advantec
Undisclosed
April 2017
Sole Financial Advisor
Advisor to City of Oslo in the acquisition of
Hafslund, and subsequent sale of assets
NOK 47,750m
June 2017
Sale of company to Hilti
Sole Financial Advisor
Undisclosed
Acquisition of RK Offshore Management
Undisclosed
Sole Financial Advisor
April 2017
Financial advisor
Strategic advisory and sale of nine (9) Ultramax
vessels to Eagle Bulk
USD 153m
March 2017 January 2016
Financial Advisor
Financing Arrangement
CAD 43.5m
175
163
117
109
108
94
86
59
58
53
Pareto
ABG
SEB
Arctic
DNB
Carnegie
Swedbank
Danske
Handelsbanken
Alpha Corporate Finance
December 2017
Sole Financial Advisor
Advisor to Songa in Transocean’s acquisition
of the Company
NOK 26,000m
March 2016
Acquisition of 49.9% of Patria from the
Finnish state
EUR 272m
Sole Financial Advisor
Total ~USD 47.1bn
12
#1
Pareto
#3
#4
#5
#6
#7
#8
#9
#10
13 20
2013 2017
11 16
2013 2017
Leading position in ECM
Leading and continuously growing position in the Swedish market
Source: Stamdata, Bloomberg, Oslo Stock Exchange, NASDAQ OMX, Norges Bank
# ECM transactions in the Swedish markets, 2012-2017
#1 Corporate bond manager
Swedish HY issues market share, 2012-2017
Continuous increase in deal flow
Selected Swedish DCM transactions Selected Swedish ECM transactions
# of Swedish Pareto DCM deals per year
# of Swedish Pareto ECM deals per year
CAGR 11%
CAGR 10%
110
65
54
53
49
40
39
36
26
24
April 2017
Sole Lead Manager
IPO on Nasdaq First North Premier
Sek 473m
May 2017
Sole Lead Manager
Senior Secured 2017/2021
EUR 210m
March 2017
Joint Lead Manager
4 year senior secured bond
EUR 115m
June 2017
Sole Lead Manager
IPO on Nasdaq First North Premier
SEK 115m
6%
3%
4%
5%
5%
8%
13%
13%
14%
30%
Other
Arctic
Danske
DNB
SEB
Carnegie
ABG
Nordea
Swedbank
Pareto
October 2017
Sole Lead Manager
IPO on Nasdaq First North Premier
SEK 230m
December 2017
Rights issue
SEK 200m
Sole Lead Manager
June 2017
Joint Lead Manager
4 year senior secured bonds
SEK 500m
May 2017
Sole Lead Manager
3 year senior secured bond
SEK 600m
13
The leading Project Finance advisor in the Nordics
Offering the best mix of capital markets and sector competence
Services provided:
Sector focus:
Real estate & Infrastructure Shipping & Offshore
Market leader in Project Finance
Shipping & Offshore market share 2014-H1’17
Real estate syndications market share 2014-2017
Selected shipping and offshore transactions Selected real estate transactions
Source: Pareto Securities
December 2016
Sole Financial Advisor
USD 204m
4x VLCC 5 yr bareboat
Sale Leaseback
4%
9%
11%
76%
NRP
Fearnley
Clarkson Platou
Pareto
November 2016
Sole Financial Advisor
SEK 1,200m
Linnéuniversitet
Combined transaction value of USD 3.5bn transaction value in
2016-H1’17
Project Finance
Manager for assets of USD ~5.0bn within real
estate and shipping
Business management
USD ~750m in total equity raised by PPF
brokers in 2016-H1’17
Equity sales
ISO 9001 certified Marine Manager -
technical and commercial, in 19 projects with 32
vessels
Maritime Services
Sale of Solør
Bioenergy Infrastructure
April 2017
Sole Financial Advisor
NOK ~866m
July 2017
Sole Financial Advisor
NOK 498m
LogNOR
February 2017
1x PLSV 11 yr bareboat
Sole Financial Advisor
USD 52m + future upgrades
Ceona Amazon
November 2017
Sole Financial Advisor
NOK 1,100m
Forskningsveien Holding AS
34%
29%
11%
10%
17%
Pareto
Arctic
NRP
Clarksons Platou
Others
August 2017
Sole Financial Advisor
Sale-and-leseback of one pure car/truck carrier,
18-y bareboat
USD 58m
December 2017
Sole Financial Advisor
Sale-and-leaseback of 2x Suezmax tankers
USD 67m
14
Renowned research teams provide in-depth market insights
6 credit research analysts covering ~125 bonds
Coverage of Nordic and Global bond issuers, operating within a wide variety of sectors
Ad-hoc, daily, weekly and monthly high yield updates
Maintains post-issue market awareness of the issuers through regular credit updates
Facilitates market liquidity
Daily indicative bid/ask levels in HY bonds
Offering a third party credit analysis of each new issue
31 equity research analysts located in Oslo, Stockholm and London
Coverage of a large number of companies across Nordic, UK and US stock exchanges
Covering 93% and 86% of total market capitalisation on Oslo Stock exchange (Incl. Oslo Axess) and Sweden (OMXS) respectively
Continuous work on value-added fundamental research ahead of consensus
Fundamental company research Market and sector reports Quarterly updates Monthly model portfolio Daily morning reports
Equity Research with recognized industry insight Credit Research crucial to our leading DCM position
Lebara Mobile GroupCredit analysis
21 August 2017
Please note that this analysis is made in conjunction with a potential bond issue where Pareto Securities AS acts as manager on behalf of the Company. This analysis does not contain any recommendation or advice on whether to invest in any securities.
When distributed in the US: This document is intended for institutional investors and is not subject to all of the independence and disclosure standards applicable to debt research reports prepared for retail investors. Please refer to important disclosures on the last 2 pages of this document.
Stian AbrahamsenDirect: +47 24 13 21 90
Email: [email protected]
15
Serving self-serviced investors through our electronic trading services
Trading and real-time market data through our website or the newly launched “Web Trader” application
Online access to all Pareto Securities’ research and event presentations
Trading access to 14 different markets covering 80% of global listed market cap
Flexible solutions for gearing and shortsale of equities and bonds
Large mutual fund centre with >300 funds launched summer 2017
Open websites in Norway and Sweden with interviews, articles and market data
Knowledge centre and traders corner provide trader- and investor education
Monthly portfolio recommendations
Market comments and a strong presence in social media for relevant customer attention
Market leading electronic trading solutions, including care orders, DMA and algorithms
Smart order router access various pools of liquidity using high speed connection to secure best price
Advanced trading- and information system available for active traders
Source: Pareto Securities, OnlineTrader (InFront)
Institutional clients and professional traders
Online platform for trading, portfolio research and live markets www.paretosec.no and .se
16
Keeping the pulse on the market through high corporate access activity
345 lunches, analyst and company roadshows during 2017
204 equity, 53 debt and 7 project finance roadshows held
51 analyst roadshows
In addition, numerous of 1-1 meetings have been organized with analysts and management
12 investor conferences
Pareto’s Oil & Offshore Conference
The largest European meeting place for investors in the global oil and offshore industry held annually in Oslo in September
Some 1,500 investor and company representatives from across the world attended in 2017, with ~100 companies presenting
Power & Renewable Energy Conference
Oslo
Jan
Gaming Seminar
Stockholm
Feb
Nordic Corporate Bond Conference
Stockholm
Mar
North Atlantic Seafood Forum
Bergen
Mar
E&P Independents Conference
London
Mar
Property Developer Seminar Stockholm
Apr
Seafood Investor Forum
New York
May
Natural Resource Day
Stockholm
May
Health Care Conference
Stockholm
Sep
Sept
Emerging Markets Day
Stockholm
Nov
Nov
Gambling Seminar Stockholm
Nov
Oil & Offshore Conference
Oslo
Sept
Pareto Securities facilitates a large number of roadshows and investor conferences
17
Appendix: Core sectors
18
Pareto has completed USD 81bn worth of energy transactions since 2006
Pareto energy transaction volume, 2006-2017
USDbn # transactions
13.3 11.6
7.4
3.1
6.9 5.9 6.3
8.2 7.7
2.3 1.3
6.7
85
103
39 38
53 48 47
55
41
24 14
20
0
20
40
60
80
100
120
0.0
2.0
4.0
6.0
8.0
10.0
12.0
14.0
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Value # transactions
Pareto offers a complete approach to the energy space with a global footprint through major deals in Europe, North- and South-America, Africa and Asia
Strong oil and oil service research team and sales force of ~100 professional brokers offering industry leading placing power in capital markets transactions
Energy includes drilling, OSV, E&P and oil service transactions
May 2017
Sole Lead Manager
5 year senior secured bond
USD 410m
January 2017
Sole Lead Manager
Private placement of notes
USD 500m
Selected Pareto energy transactions 2017
Drilling 43
E&P 15
Oil svcs. 13
OSV 10
USD
81bn
ECM 253
Bonds 228
M&A 86
567 transactions
Total deal value (USDbn) Total number of transactions
October 2017
Joint Bookrunner
USD 650m
Private placement of shares
August 2017
Sole Financial Advisor
Advisor to Songa in Transocean’s acquisition
of the company
NOK 26,000m
19
Pareto has advised on +180 E&P transactions with USD ~20bn value since 2004
Pareto E&P capital raisings, M&A, bond refinancing/amend. and secondary buy-backs/sale 2004 – 2017 (USDbn, gross)
Selected clients
USD 7.5bn
USD 3.0bn
USD 1.6 bn
USD 12.1bn
USD 3.3bn
USD 3.5bn
USD 19.4bn
0
3
6
9
12
15
18
HY bonds Equity (OSE) Equity (Int. &private)
Total capitalraisings
M&A advisory Refi./Bondamend.
Secondary buy-backs/sale
Total
USDbn
54
54
28
20
14 13
= # of transactions
20
Pareto is the market leader within the OSV segment
April 2016
Acquisition of RK Offshore Management
Undisclosed
Sole Financial Advisor
July 2015
Sole Financial Advisor
Sale of 6 OSVs
USD 109m
April 2015
Sole Lead Manager
Partial repurchase
of USD 575m bond
USD 36m
June 2015
Sole Lead Manager
Equity Private Placement
USD 29m
September 2014
Joint Lead Manager
5 year senior
Secured bond
NOK 1,200m
November 2014
Sale of ROV Support Vessel
Undisclosed
Sole Financial Advisor
September 2016
Sole Lead Manager
Private placement
of shares
NOK 50m
November 2016
1x OCV 10 yr bareboat
Sole Lead Manager
Undisclosed
Allseas Oceanic
March 2017
Sole Lead Manager
Private Placement of shares
USD 72m
June 2017
Sole Financial Advisor
Sale-and-leaseback of newbuild Diving Support
Vessel
USD 107m
1.2 1.2
0.6 0.9
0.6 0.4
0.6
1.9
1.2
0.2 0.2
0.7
10
17
4
12
5 6
10
20
10
3 4
7
0
5
10
15
20
25
0.0
0.5
1.0
1.5
2.0
2.5
2006 2007 2008 2009 2010 2011 2012 2013 2014 2015 2016 2017
Value # transactions
Selected Pareto OSV transactions, 2014-2017 Pareto OSV transaction volume, 2006-2017
Pareto has done a total of 108 transactions with a combined total of ~USD 9.6bn in the OSV space since
2006
USDbn # transactions December 2017
Sole Financial Advisor
Advisory on amendment of terms on bond loan
NOK 508m
March 2017
Sole Lead Manager
5 year senior unsecured bond
USD 175m
November 2017
Joint Lea Manager
Private placement of shares
NOK 500m
July 2016
Joint Lead Manager
Rights offering
NOK 1,060m
July 2016
Sole Lead Manager
Debt-to-equity swap
NOK 2,065m
December 2017
Joint Lead Manager
AUD 97m
Rights issue and private placement
of shares
21
Pareto is the preferred shipping advisor
Pareto ECM shipping deals since 2013
ECM
DCM
M&A and other advisory
Selected recent Pareto shipping transactions
April 2017
Joint Lead Manager
Equity private placement
USD 125m
November 2017
Joint Lead Manager
Private placement of sahres
USD 90m
February 2017
Joint Lead Manager
Senior unsecured bond
USD 220m
American Tanker Inc.
February 2017
Joint Lead Manager
Senior unsecured bond
USD 250m
March 2017
Co-Manager
Senior unsecured notes
USD 250m
March 2017
Sole Financial Advisor
Strategic advisory and sale of nine (9) Ultramax
vessels to Eagle Bulk
USD 153m
December 2017
Sole Financial Advisor
Fairness Opinion in relation to a voluntary bid for all shares by the
majority shareholder
May 2017
Financial Advisor
Fairness opinion regarding acquisition of
shuttle tanker from Knutsen NYK Offshore
USD 147m
14 12 11
8 6
Dry bulk Product LPG/LNG Crude Other
Selected Pareto shipping transactions in 2017 Pareto ECM shipping deals since 2013
November 2017
Sole Bookrunner
Block sale of 11.5% of the share capital
DKK 560m
11 10
5 4 4
Various LPG/LNG Dry Bulk Container Other
Number of equity transactions
Number of debt transactions
Combined total of 85 shipping transactions since 2013 with a total deal value of ~USD 18bn
22
Pareto is the leading advisor to the global seafood industry
M&A transactions 2010 – 2017 IPO’s 2010 – 2017
Equity capital markets 2010 – 2017 Debt capital markets 2010 – 2017
Selected recent Pareto seafood clients by year
2017
2016
2015
2014
2013
2012
2011
2010
2009
Pre 2009
42%
22%
19%
15%
12% 10%
Pareto DNB ABG Arctic Fondf. Carneg
% o
f tr
ansa
ctio
ns
50%
30%
22%
15%
11% 11%
Pareto Arctic DNB Carnegie ABG Nordea
% o
f tr
ansa
ctio
ns
58%
37%
21% 21% 21%
11%
Pareto DNB ABG Nordea Danske Swedb.
% o
f tr
ansa
ctio
ns
71%
29%
14% 14% 14% 14%
Pareto Carnegie DNB ABG Nordea SEB
% o
f tr
ansa
ctio
ns
23
Pareto Securities has been highly active within the FIG sector in 2017
Note(*): OSE is defined as Oslo Børs and Oslo Axess
IPO and Listing of SpareBank 1 Østlandet and Komplett Bank on Oslo Børs 20+ FIG transactions were placed in 2017
2017 participation: ECM:
January 2017
Joint Bookrunner
Block sale of 3.9% of SpareBank 1 SR-Bank by
Gjensidige Forsikring
NOK 610m
February 2017
Joint Manager
Listing onMerkur Market
NOK 850m
June 2017
Joint Bookrunner
IPO ofSpareBank 1 Østlandet
on Oslo Børs
NOK 2.4bn
June 2017
Sole Lead Manager
4 year senior unsecured bond
EUR 15m
June 2017
Joint Manager
2 year senior unsecured bond
NOK 400m
September 2017
Joint Bookrunner
Block saleof ECCs
NOK 135m
October 2017
Joint Bookrunner
Private placementof shares
NOK 150m
October 2017
Joint Bookrunner
Private placementof shares
NOK 175m
November 2017
Joint Bookrunner
10 year NC5Tier 2 bond
SEK 750m
November 2017
Sole Lead Manager
3 years senior secured bond
EUR 50m
December 2017
Joint Bookrunner
Private placementof shares
NOK 150m
DCM: ~ NOK 4.6bn ~ NOK 6.4bn 2 of 3 FIG IPOs on OSE * 2 of the 3 largest IPOs on OSE *
March 2017
Joint Manager
Perpetual Tier 1 NC5and 30 year Tier 2 NC5
bond issues
NOK 750m
August 2017
Joint Manager
Hybrid Tier 1 andSubordinated Tier 2
bond issues
NOK 100m
September 2017
Joint Manager
3- and 5 year seniorunsecured bond
NOK 1bn
June 2017
Joint Bookrunner
IPO of SpareBank 1 Østlandet
on Oslo Børs
NOK 2.4bn
Selected Transaction Details Demand Performance
Selected Transaction Details Demand Performance November 2017
Joint Bookrunner
IPO of Komplett Bank on Oslo Børs
NOK 1.0bn
39.9 %
36.4 %
23.7 %
PARSEC ABGSC ENSKIL
41.1 %
33.4 %
25.5 %
PARSEC SB1M SWEB
Company
MCAP
Deal Size
Free Float
First Day
SpareBank 1 Østlandet
NOK 8.4bn / NOK 12.4bn
NOK 2.4bn
~ 30 %
13 June 2017
Company
MCAP
Deal Size
Free Float
First Day
Komplett Bank ASA
NOK 3.3bn
NOK 1.0bn
~ 70 %
10 November 2017
November 2017
Joint Bookrunner
IPO ofKomplett Bankon Oslo Børs
NOK 1.0bn
June 2017
Joint Lead Manager
Perpetualcallable note
USD 300m
TCS Holding PLC
24
Increasingly active within the TMT space Record year in 2017 with 28 transactions
Selected Pareto TMT deals in 2017 28 TMT transactions were closed in 2017
4 5
16
28
2014 2015 2016 2017
Lebara – EUR 350m
Company
Date
Deal Size
Coupon
Role
Lebara
7 Sep 2017
EUR 350m
3mE + 6.75% p.a.
Sole Manager
August 2017
Sole Manager
5 years senior secured bond
EUR 350m
ice.net – NOK 1,400m
Company
Date
Deal Size
Coupon
Role
ice.net
12 Oct 2017
NOK 1,400m
3mN + 4.6% p.a.
Joint Manager
October 2017
Joint Lead Manager
4 year senior secured bond
NOK 1,400m
Data Respons – NOK 426m
Company
Date
Deal Size
Type
Role
Data Respons
13 Jun. 2017
NOK 426m
Block sale
Joint Bookrunner
June 2017
Joint Bookrunner
Secondary sale of shares
NOK 426m
Huddly – NOK 85m
Company
Date
Deal Size
Type
Role
Huddly
27 Mar. 2017
NOK 85m
PP
Sole Manager
April 2017
Sole Manager
Private placement of shares
NOK 85m
25
Pareto has been consistently active within the Power & Renewable /Infrastructure space over a long period
Pareto has gained a unique insight in the renewable and utility space through multiple transactions and advisory assignments over the last years
The experience is attained through both advisory for investors and for managing sales processes
Solid insight in managing transactions, both with operational assets and assets under development
Superior investor knowledge, both domestic and internationally
Pareto’s annual Power and Renwable conference is a unique forum for interaction between companies and investors
Over 400 investors and companies and over 20 speakers, both domestic and international
The 20th annual conference was held in January 2018
Leading industry knowledge Selected transactions 2014-2017
Financial advisor to Aquila Capital
Undisclosed
2014
Acquisition of Eramet S.A.’s stake in Tinfos AS, including
acquisition of minorities
Financial advisor to Aquila Capital
Acquisition of 100 % of Norsk Grønnkraft AS
Undisclosed
2014
Financial advisor to SL Capital Partners
Acquisition of 100 % of Nordic Power from Nordkraft
AS
Undisclosed
2015
Nordic Power
Financial Advisor to Skagerak Energi AS
Sale of 51% of the company to Telemark Group AS
Undisclosed
2015
Undisclosed
2015
Sale of fiber company to Kyst Tele Holding
Financial Advisor to SKS, Helgelandkraft and
Hålogaland Kraft
Financial Advisor to Statnett
Advisor to Statnett on bundle fiber with HVDC cable to UK
and Germany
n/a
2016
Financial Advisor to Nettpartner
Sale of 100% of EB Elektro
Undisclosed
2015
Sole Financial Advisor
Advisory on amendment of terms of bond loans
Undisclosed
2017
Financial Advisor to SEB
2016
n/a
Financial advisory
Financial Advisor to Aquila Capital
Acquisition of 100% of Småkraft AS
Undisclosed
2016
Financial Advisor to Agder Energi, Lyse and Dalane
energi
Sale of 100% of the shares in Bjerkreim Vind
Undisclosed
2016
Financial Advisor to Hafslund
Sale of Sarpsborg Avfallsenergi to Whitehelm
Capital
NOK 280m
2016
Financial advisor to the City of Oslo
Financial Advisory
n/a
2015
Financial advisor to Ymber
Acquisition of 48.2% of the shares in Kvænangen
Kraftverk AS
NOK 370m
2016
Sole Financial Advisor
Sale of company
DKK 1,400m
2016
Sole Financial Advisor
Advisor to City of Oslo in the acquisition of shares,
delisting, demerger and sale of assets
NOK 47,750m
2017
26
Syndication
DCM
ECM
M&A
June 2017
Sole Arranger/Manager
NOK ~305m
November 2016
Sole Arranger/Manager
DKK ~400m
Postal Logistics Denmark
November 2016
Sole Arranger/Manager
SEK ~1.2bn
Linnaeus University
June 2017
5 year fixed rate senior unsecured
bond issue
SEK 840m
Sole Bookrunner
November 2016
Sole Financial Advisor
Acquisition of 76 real estate assets in Denmark
from Danske Bank
Undisclosed
A leading real estate investment bank with a complete product offering
March 2017
STC Logistics Denmark
Sole Arranger/Manager
DKK ~235m
October 2017
Sole Lead Manager
10 year fixed senior secured bond
NOK 715m
Forskningsveien II AS
May 2017
Sole Arranger/Manager
NOK ~755m
Automobil Handel Vest
March 2017
Bråviken Logistik
SEK ~1.1bn
Sole Arranger/Manager
April 2016
3.5 years senior unsecured bond
Joint lead manager
SEK 400m
December 2017
September 2016
Sole Financial Advisor
Acquisition of NLI Eiendomsinvest AS
consisting of 18 properties SEK 1.7 bn
Round Hill Capital
Present in all the Nordic countries
Norway 91
January 2018
Sole Lead Manager
1.5 y 1st and 2nd lien bonds
EUR 41m
Sweden 41
Finland 2
Denmark 10
# of real estate transactions 2014-2017
March 2017
Sole Financial Advisor
Securing equity and debt financing for
development project
Undisclosed
Kalmar Eldaren AB
June 2017
Sell-side M&A advisor
Sale of 75% of Saltdalsbygg to Mestergruppen (owned by Ferd)
Undisclosed
June 2017
EUR 58m
Joint Bookrunner
Block sale of shares
March 2017
Sole Lead Manager
4 year senior secured bond
SEK 300m
January 2017
Joint Lead Manager
3 year senior secured tap
SEK 170m
March 2017
Sole bookrunner
Equity private placement
SEK 805m
September 2017
Sole bookrunner
Equity private placement and listing on Aktietorget
SEK 252m
Offentlig Eiendom AS
Equity issue and bolt-on acquisition
November 2017
Sole Arranger/Manager
Forskningsveien Holding AS
NOK 1.1bn
December 2017
Sole Arranger/Manager
Wenaas Ottersland AB
SEK 1.3bn
27
Appendix: Selected 2016-2017 transactions
28
Selected debt capital markets transactions – 2016-2017
Investment Grade
July 2016
Sole Lead Manager
Debt-to-equity swap
NOK 2,065m
September 2016
Joint Lead Manager
5 year senior unsecured bond
NOK 750m
October 2016
Sole Bookrunner
5 year senior unsecured bond
USD 150m
August 2016
Joint Lead Manager
Debt restructuring
USD 290m
December 2017
Joint Lead Manager
22 year senior secured USS bond
AUD 400m
May 2016
Sole Lead Manager
15 year senior secured USPP bond
USD 85m
September 2017
Sole Lead Manager
6 year senior unsecured bond
NOK 2,000m
November 2017
Sole Lead Manager
15 year senior secured USPP bond
USD 320m
December 2016
Joint Lead Manager
4.75 year floating senior unsecured bond
NOK 2,000m
June 2017
Joint Manager
2 year senior
unsecured bond
NOK 400m
May 2017
Sole Lead Manager
5 year senior
secured bond
USD 410m
November 2016
Joint Lead Manager
15 year senior secured USPP bond
USD 220m
November 2016
Sole Lead Manager
23 year senior secured USPP bond
EUR 360m
December 2016
Joint Lead Manager
5 year senior secured bond
NOK 750m
SEK 1,100m
December 2016
Sole Manager
5 year Secured Amortising Notes
USD 500m
Oilflow SPV1 DAC
Sponsor/Off-taker:
December 2016
Co-Manager
5 year senior unsecured bond
USD 500m
January 2017
Sole Manager and Bookrunner
Private placement of notes
USD 500m
February 2017
Financial Advisor
Advisory to bondholders - Restructuring & merger
NOK 1,400m
March 2017
Joint Lead Manager
5 year senior
unsecured bond
NOK 800
March 2017
Sole Financial Advisor
Advisory on amendment of terms of bond loan
NOK 2,235m
June 2017
Left Lead Manager
4 year senior
secured bond
USD 300m
June 2017
Co-Manager
5 year Term Loan B
USD 500m
USD 68.3m
June 2016
Sole Financial Advisor
Advisory on amendment of terms of bond loan
May 2016
Co-Manager
5 year corporate bond
EUR 100m
2016
Sole bookrunner
6 year senior secured bond and subsequent issue
DKK 500m USD 100m
2016
Sole Bookrunner
4 and 5 year senior secured bond
SEK 1,000m
Jones Act Company
August 2017
Sole Lead Manager
5 year senior secured bond
EUR 350m
September 2017
Joint Lead Manager
4 year senior secured bond
EUR 310m
October 2017
Joint Lead Manager
4 year senior secured bond
NOK 1,400m
October 2017
Sole Lead Manager
5 year senior secured 5.25 year 2nd lien
NOK 1,000m NOK 350m
December 2017
Sole Lead Manager
Balance sheet restructuring
SEK 1,232m
29
Selected equity capital markets transactions – 2016-2017
August 2016
Joint Lead Manager
Private Placement of shares
NOK 862m
June 2016
Sole Bookrunner
Private placement of shares
NOK 2,200m
March 2016
Sole Bookrunner
Block sale of shares on behalf of Austevoll
NOK 976m
February 2016
Co-Manager
Offering of Common Shares
USD 120m
July 2016
Joint Lead Manager
Private placement
USD 130m
January 2017
Joint Bookrunner
Block sale of 3.9% of SpareBank 1 SR-Bank by
Gjensidige Forsikring
NOK 610m
June 2016
Joint Lead Manager
Underwritten public offering
USD 70m
February 2017
Joint Manager
Listing on Merkur Market
NOK 850m
April 2016
EUR 77m
Joint Bookrunner
IPO on Nasdaq Helsinki
February 2016
Joint Bookrunner
Private placement of shares and
IPO on Oslo Axess
NOK 197m
April 2017
Sole Manager
IPO on Nasdaq First North Premier
SEK 473m
March 2017
Sole Lead Manager
Private placement
of shares
USD 100m
September 2016
Joint Lead Manager
Mandatory offer for all remaining shares on
behalf of Lerøy Seafood
NOK 3,090m
July 2016
Joint Bookrunner
Fully underwritten rights issue
USD 100m
August 2016
Bought deal equity offering
CAD 95m
Underwriter
July 2016
Joint Lead Manager
Rights offering
NOK 1,060m
June 2017
Joint Bookrunner
Secondary Sale of Shares
NOK 426m
June 2017
Joint Bookrunner
Private placement of shares
NOK 635m
June 2017
Joint Bookrunner
IPO of SpareBank 1 Østlandet
on Oslo Børs
NOK 2,400m
April 2017
Joint Lead Bookrunner
Secondary offering of shares
USD 125m
October 2016
Joint Bookrunner
Block sale of 5.67% of SpareBank 1 SR-Bank by
Gjensidige Forsikring
NOK 667m
October 2016
Joint Bookrunner
IPO on Nasdaq
First North
SEK 231m
November 2016
IPO on Nasdaq First North Stockholm
SEK 440m
Sole Bookrunner
November 2016
Sole Lead Manager
Private Placement of shares
NOK 800m
March 2016
Joint Lead Manager
Underwritten public offering
USD 63m
October 2017
Joint Bookrunner
Private placement of shares
USD 650m
December 2016
Joint Bookrunner
Private Placement of shares
USD 155m
October 2017
IPO on Nasdaq First North Premiuer
Sole Bookrunner
SEK 230m
November 2017
Joint Bookrunner
IPO of Komplett Bank on Oslo Børs
NOK 1,000m
November 2017
Joint Lead Manager
Private placement of shares
USD 250m
March 2017
Joint Lead Bookrunner
Private placement of shares
USD 230m
November 2017
Sole Bookrunner
Block sale of 11.5% of the share capital
DKK 560m
30
Selected M&A and Other Advisory – 2015-2017
Sole Financial Advisor
Goodtech ASA sold Goodtech Intressenter
AB to Eitech Holding AB
NOK 393m
December 2015 August 2015
Sole Financial Advisor
Acquisition of Northern Offshore ASA
USD 150m
Financial Advisor
Fairness opinion regarding merger between Frontline and Frontline 2012
December 2015 July 2015
Sale of company to Resurs Bank AB
NOK 1,600m
Sole Financial Advisor Financial Advisor
Financial advisory related to
fiber infrastructure
Undisclosed
December 2015 July 2015
Sole Financial Advisor
Sale of 6 OSVs
USD 109m
March 2016
Acquisition of 49.9% of Patria from the Finnish
state
EUR 272m
Sole Financial Advisor
February 2016
Sole Financial Advisor
Sale of shares in Western Bulk Chartering
USD 16m
February 2016
Financial Advisor
Financial advisory
Undisclosed
March 2016
Sale of Norwegian exploration business
Undisclosed
Sole Financial Advisor
January 2016
Sole Financial Advisor
Sale of 100% of the shares in Bjerkreim Vind
AS
Undisclosed
January 2016
Financial Advisor
Financial advisory
Undisclosed
Sell-side M&A Advisor
Sale of 75% of Saltdalsbygg to Mestergruppen (owned by Ferd)
Undisclosed
June 2017
Sell-side M&A Advisor
Sale of company to Swix Sport (owned by Ferd)
Undisclosed
June 2017
Sell-side M&A Advisor
Sale of company to Hilti
Undisclosed
June 2017
Sole Financial Advisor
Advisor to City of Oslo in the acquisition of Hafslund ASA, and subsequent sale of
assets NOK 47,750m
April 2017
April 2016
Undisclosed
Sole Financial Advisor
Financial advisory
April 2016
Acquisition of RK Offshore Management
Undisclosed
Sole Financial Advisor
April 2016
Sale of company Norvestor
Undisclosed
Sole Financial Advisor
May 2016
Sale of company to Broadnet
Undisclosed
Sole Financial Advisor
July 2016
n/a
Sole Financial Advisor
Fairness opinion in connection with
acquisition of additional shares in Comuto SA
July 2016
NOK 280m
Sole Financial Advisor
Sale of Sarpsborg Avfallsenergy
(waste-to-energy)
June 2016
Acquisition of 46.8% of Kvænangen Kraft
NOK 370m
Sole Financial Advisor
July 2016
Sole Manager
Public acquisition of Vivoline Medical AB
SEK 106m
October 2016
Financial Advisor
Financial advisor to the Norwegian state in
connection with sale of shares in SAS AB
SEK 357m
October 2016
Sole Financial Advisor
Sale of Marine Bioproducts (Biomega)
for Rhea Capital
Undisclosed
October 2016
Financial Advisor
Sale of company to Sampension
DKK 1,400m
December 2016
Sole Financial Advisor
Fairness opinion in relation to
mandatory offer
March 2017
Sole Financial Advisor
Sale of company to Aker Solutions
NOK 213m
August 2017
Sole Financial Advisor
Advisor to Songa in Transocean’s acquisition
of the company
NOK 26,000m
November 2017
Sole Financial Advisor
Sale of Aqualine to Kverva and combination
with Steinsvik Group
Undisclosed
December 2017
Sale of Investinor’s 49% stake in AlpinCo to Bjørn Erik Borgen
NOK 800m
Sole Financial Advisor
31
Shipping & Offshore
Real Estate
Selected Project Finance transactions – 2016-2017
USD 52m + future upgrades
February 2017
Sole Arranger
Ceona Amazon
1x PLSV
11 yr bareboat
January 2016
1x Cable laying barge 7-y bareboat
Sole Arranger/Manager USD 27m
BoDo Constructor AS
December 2016
4x VLCC 5 yr bareboat
Sole Arranger/Manager USD 204m
Sale Leaseback
Sole Arranger USD 107m
Sale-and-leaseback of newbuild Diving Support Vessel
June 2017 November 2016
1x OCV 10 yr bareboat
Sole Arranger/Manager Undisclosed
Allseas Oceanic
Sole Arranger
August 2017
USD 58m
March 2016
Sole Arranger/Manager
SEK ~720m
Sydsvenska Hem AB
June 2017
Sole Arranger/Manager NOK 755m
Automobil Handel Vest
Net yield 6.0 %
~18-y contract
June 2017
Sole Arranger/Manager NOK 309m
Depotgata 22
Net yield 4.8 %
~20-y contract
July 2017
Sole Arranger/Manager NOK 498m
LogNOR
Net yield 5.5 %
~11-y contract
May 2017
Sole Arranger/Manager NOK ~308m
Offentlig Eiendom Bolt-on acquisition
Net yield 6.1 %
~9-y contract
Sole Arranger/Manager
SEK 1,300m
Wenaas Ottersland AB
December 2017
Sole Arranger/Manager
DKK ~300m
Ventrupparken Logistics
May 2016
Sole Arranger/Manager
SEK ~740m
Bosjö Fastigheter AB
May 2016
Sole Arranger/Manager
NOK ~130m
Toys Holding AS
May 2016
June 2016
Equity JV in 6x 19,500 TEU container vessels
Sole Arranger/Manager USD 330m
Box Holdings Inc
April 2017
Sole Arranger/Manager DKK 102m
Airport Infrastructure Denmark
Net yield 6.0 %
~20-y contract
March 2017
Equity private
placement
Sole Bookrunner SEK 805m
April 2017
Sole Bookrunner
Equity private placement and listing on Aktietorget
SEK 545m
April 2017
Sole Manager/Arranger NOK ~866m
Sale of Solør Bioenergy Infrastructure
February 2016
Sole Manager/Arranger
NOK ~700m
Sale of Lagårdsveien II AS
May 2016
Sole Manager/Arranger
NOK ~720m
Sale of Terningen Næringseiendom AS
November 2016
Sole Arranger/Manager
SEK 1,200m
Linnéuniversitet
November 2016
Sole Arranger/Manager
DKK 410m
Postal Logistics Denmark
Sole Arranger/Manager
NOK ~143m
BI7 Kontor AS
May 2016
August 2016
Sole Manager/Arranger
NOK ~480m
Sale of Kongsberg Industribygg
Sale-and-leaseback of one pure car/truck
carrier, 18-yr bareboat
November 2017
Sole Arranger/Manager
NOK 1,100m
Forskningsveien Holding AS
Sole Manager/Arranger
NOK 580m
Campus Sluppen AS
September 2017
Sole Manager/Arranger
NOK 409m
Ryen Kontorbygg AS
December 2017
Sole Manager/Arranger
NOK 522m
December 2017
Fornebuveien Kontorbygg AS
32
Contact details and disclaimer
www.paretosec.com | Bloomberg: PASE (go) | Reuters: PARETO
Oslo (Norway) Pareto Securities AS Dronning Mauds gate 3 PO Box 1411 Vika N-0115 Oslo NORWAY Tel: +47 22 87 87 00
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Disclaimer
These materials have been prepared by Pareto Securities AS and/or its affiliates (together “Pareto”) exclusively for the benefit and internal use of the client named on the cover in order to indicate, on a preliminary basis, the feasibility of one or more potential transactions. The materials may not be used for any other purpose and may not be copied or disclosed, in whole or in part, to any third party without the prior written consent of Pareto.
The materials contain information which has been sourced from third parties, without independent verification. The information reflects prevailing conditions and Pareto’s views as of the date of hereof, and may be subject to corrections and change at any time without notice. Pareto does not intend to, and the delivery of these materials shall not create any implication that Pareto assumes any obligation to, update or correct the materials.
Pareto, its directors and employees or clients may have or have had positions in securities or other financial instruments referred to herein, and may at any time make purchases/sales of such securities or other financial instruments without notice. Pareto may have or have had or assume relationship(s) with or engagement(s) for or related to the relevant companies or matters referred to herein.
The materials are not intended to be and should not replace or be construed as legal, tax, accounting or investment advice or a recommendation. No investment, divestment or other financial decisions or actions should be based solely on the material, and no representations or warranties are made as to the accuracy, correctness, reliability or completeness of the material or its contents. Neither Pareto, nor any of its affiliates, directors and employees accept any liability relating to or resulting from the reliance upon or the use of all or parts of the materials.
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