1. Janne Holkko OP Corporate Bank 5 September 2017
Finance
Janne Holkko
OP Corporate Bank
5 September 2017

2. Brief background of myself
Began studies at Aalto School of Business in 1998*
BSc 2002, MSc 2004 (Finance)
M&A research
Sampo Bank (Danske)
Reuters and Venture Cup Finland
Icecapital Corporate Finance (M&A)
SEB Corporate Finance (M&A, ECM)
Currently Head of Syndications, Real Estate and Corporate Loans at OP Corporate Bank
* Helsinki School of Economics and Business Administration at that time

3. Why finance?
Facts and figures, problem solving and complex negotiations
Access to CEOs, CFOs, Group Treasurers, private equity professionals etc.
Steep learning curve
A variety of disciplines:
Corporate treasury
Loan and debt capital markets
Equity capital markets
Mergers and acquisitions
Asset management
Derivatives etc.

4. What is a syndicated loan?
”…two or more lenders (the syndicate) contracts with a borrower to provide credit on common terms and conditions, governed by a common document”
Key terminology:
Underwritten / best efforts / club deal
Term loan (= drawn money), amortising or bullet (= 100% at final maturity)
Revolving Credit Facility (RCF)
Facility agreement types:
Investment Grade
Leveraged (LBO)
Commercial Real Estate Financing
Project Financing

5. Maturity structure of Finnish syndicated loans
Next maturity peek in Finland 2019, which indicates that refinancings increase during 2018

6. Syndicated loan process timetable
A standard syndicated loan process takes some 7-8 weeks from initial contact(s) to signing and closing

7. Key issues to negotiate
Pricing
Terms and conditions
Facility structure
Arrangement fee
Margin
Margin grid based on a financial metric (e.g. leverage, gearing, or equity ratio)
Commitment fee, % of margin
Coordinator and agency fees
Financial covenants
Net Debt / EBITDA
Net gearing (debt/equity)
Equity ratio (equity/assets)
General undertakings
Negative pledge, change of control, acquisitions etc.
Events of default
Facility size and maturity
Number of banks/ financial institutions approached
Ticket levels (EURm)
Coordinators/ bookrunners
Others Mandated Lead Arrangers
Arrangers

8. Tombstones and league tables
Selected reference cases
Syndicated loans in Finland H1/2017 (EURm)1
Strong Coordination Mandates
E18 Hamina-Vaalimaa PPP Project
Project Financing Facilities
Mandated Lead Arranger,
Coordinator, Global Agent, Hedging Bank
June 2015
Kauppakeskus REDI and
REDI Parkki €
Bookrunner, Coordinator
and Facility Agent
March 2015
Term Loan €
and
Bank Guarantee Facilities €
for Manga Terminal Oy
Mandated Lead Arranger
Gasum Oy
Facilities Agreement €
Mandated Lead Arranger, Bookrunner and
Coordinator
March 2016
Sanoma Corporation
Multicurrency Revolving
Credit Facility €
Co-ordinating Bookrunner
Facility Agent
February 2016
Lemminkäinen Corporation
Revolving Credit Facility €
Coordinator, Agent
And Bookrunner
March 2017
Bilateral Facilities
for
Kymenlaakson Sähkö &
Kymenlaakson Sähköverkko €
May 2017
Bilateral
Term Loan Facility
Amer Sports Corporation €
February 2016
for Fiskars Oyj Abp
August 2015
(13 deals)
(11)
(11)
(5)
(2)
Significant Bilateral Facilities
(2)
(1)
(1)
(1)
(1)
Project Financing Landmarks
OP's rank
2010
2011
2012
2013
2014
2015
2016
By EURm
# 3
# 2
# 1
By number of issues
OP has been a top 3 bank each year since 2010
Source: Bloomberg. Non-LBO syndicated loans in Finland. EURm stands for MLA credit.

9. Syndicated Facilities
Case examples
Syndicated Facilities
Bilateral Facilities
Project Financing
OP, Nordea and ING coordinated Sanoma’s refinancing
Syndicate of 7 banks
4+1 -year maturity
Margin based on leverage, initially 1.75%
Forestry company Tornator (Stora Enso 40%) signed an additional bilateral financing of EUR 100
Other loans extended by 1 year
A secured facility with a 4 years maturity
Largest single asset real estate transaction ever in Finland at EUR 480 mil. total investment cost
Sopping centre and parking facility will be opened in 2018
Syndicate of 5 banks
Sanoma Corporation
Multicurrency Revolving
Credit Facility €
Co-ordinating Bookrunner
and Facility Agent
February 2016
Kauppakeskus REDI and
REDI Parkki
Project Financing Facilities €
Mandated Lead Arranger,
Bookrunner, Coordinator
and Facility Agent
March 2015
Bilateral
Term Loan and
Revolving Credit Facilities
for
Tornator Oyj €
April 2017
Pre-IPO facility for Suomen Asiakastieto, owned by private equity company Investcorp
EUR 197 million IPO was carried out in March 2015, in which OP acted as Senior Co- lead Manager
A bilateral back-up credit facility for a well know Finnish gaming & entertainment company
Public Private Partnership financing of a 32 km of E18 highway from Hamina to Vaalimaa
Total investment cost of the project was EUR 265 million
Facilities Agreement
For AKT Holdings Oy and Suomen Asiakastieto Oy €
Mandated Lead Arranger
November 2014
E18 Hamina-Vaalimaa
PPP Project
Project Financing Facilities
Mandated Lead Arranger, Coordinator, Global Agent,
Hedging Bank
June 2015
Bilateral
Revolving Credit Facility
for
Rovio Entertainment Oy €
September 2016

10. Extracurricular readings

11. Thank you for your attention!