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Norway PRIVATE EQUITY COUNTRY COMPARATIVE GUIDES 2021 The Legal 500 Country Comparative Guides Norway PRIVATE EQUITY Contributing firm Advokatfirmaet Thommessen Advokatfirmaet Thommessen AS AS Hans Cappelen Arnesen Partner | [email protected] Christian Grüner Sagstad Partner | [email protected] Lars Eirik Gåseide Røsås Partner | [email protected] This country-specific Q&A provides an overview of private equity laws and regulations applicable in Norway. For a full list of jurisdictional Q&As visit legal500.com/guides Private Equity: Norway NORWAY PRIVATE EQUITY 1. What proportion of transactions have repatriate proceeds in a tax efficient manner. A full involved a financial sponsor as a buyer or liquidation may however often not be possible if the seller in the jurisdiction over the last 24 liquidating company has outstanding contingent liabilities remaining under the share purchase months? agreement. The Norwegian transaction market has in recent years attracted high interest from Norwegian, Nordic and 3. On an acquisition of shares, what is the international financial sponsors (private equity firms). process for effecting the transfer of the According to available market data, approximately 20% shares and are transfer taxes payable? of transactions in the Norwegian market during the last 24 months have involved a financial sponsor as a buyer Upon completion of an acquisition of shares, the title to or seller. This figure does not include add-on acquisitions and ownership of the shares are transferred from the or divestments made by portfolio companies of financial seller to the buyer by way of entering the buyer into the sponsors. If such transactions are added to the overall target company’s shareholders’ register as owner of figure, the proportion of transactions involving financial such shares. Such register is held by the target company sponsors would be significantly higher. itself and no public registration is required. 2. What are the main differences in M&A If the target company’s shares are electronically registered in the VPS (the Norwegian Central Securities transaction terms between acquiring a Depository), the title to and ownership of the shares are business from a trade seller and financial transferred from the seller to the buyer by way of sponsor backed company in your transferring such shares from the seller’s VPS account to jurisdiction? the buyer’s VPS account. Currently, there are only minor differences in M&A There are no stamp duties or other transfer taxes transaction terms between acquiring a business from a payable in Norway in connection with transfer of shares trade seller and financial sponsor backed company in the in a Norwegian private limited company or a Norwegian Norwegian market. public limited company. Further, there is no requirement to notarize the transfer of the shares. Financial sponsors have traditionally been somewhat more resistant to provide comprehensive representations and warranties in share purchase 4. How do financial sponsors provide agreement than trade sellers. With the breakthrough of comfort to sellers where the purchasing W&I insurance in the Norwegian market around five entity is a special purpose vehicle? years ago, which nowadays is used on almost all sales process conducted by financial sponsors, they are, The comfort provided to sellers where the purchasing however, able to offer the same representations and entity is a special purpose vehicle varies. warranties package to the buyers as trade sellers. International financial sponsors typically offer to issue an Aside from that, financial sponsors are generally less equity commitment letter to the acquiring entity. Such willing to take on any residual liabilities under the share letters customarily contain an obligation for the sponsor purchase agreement, such as specific indemnities, than to provide equity funding at closing of the acquisition, trade sellers. Financial sponsors often need to liquidate and it may be made subject to satisfaction of all closing their holding structure in Norway and abroad to conditions and certain funds debt being available. PDF Generated: 1-10-2021 2/6 © 2021 Legalease Ltd Private Equity: Norway Frequent negotiation topics with the seller are whether representations and warranties are normally given both the equity commitment letter also should be addressed at signing and closing, without disclosures after signing to, and be enforceable by, the seller, and whether draw- being permitted except in insured transactions. On the down of funds could be enforced should the acquiring other hand, it is increasingly uncommon to permit the entity breach the share purchase agreement. buyer to withdraw from the agreement on basis of material adverse changes between signing and closing. Norwegian financial sponsors typically tend to be more flexible on the form and scope of the comfort to be The risk allocation in the individual case depends on the provided, and are frequently willing to execute the share market conditions, nature of the transaction and the purchase agreement directly in the capacity as parties bargaining power. The recent years it has guarantor for all the obligations of the acquiring entity however generally been a fairly seller friendly under the share purchase agreement. environment in Norway, which also impacts the terms of the transaction agreements favorably to the seller. 5. How prevalent is the use of locked box pricing mechanisms in your jurisdiction and 7. How prevalent is the use of W&I in what circumstances are these ordinarily insurance in your transactions? seen? According to estimates from M&A insurance brokers According to our surveys, locked box pricing mechanism active in the Norwegian market, W&I insurance is used in is used in approximately 50% of the transactions in the 20 – 30% of the transactions in the mid- and large cap Norwegian market, with some variations from year to space in the Norwegian market. W&I insurance is year. Such variations may be caused by market frequently used by financial sponsors, and increasingly conditions and the mix of transactions executed by used also by industrial players. financial sponsors and industrial players. The locked box approach is generally preferred by financial sponsors, 8. How active have financial sponsors been while industrial players are often more comfortable with in acquiring publicly listed companies using completion accounts. In controlled auction processes, a locked box approach would normally be and/or buying infrastructure assets? preferred unless there are strong arguments for using Financial sponsors frequently look at acquisition completion accounts. opportunities on the Oslo Stock Exchange in Norway. There has, however, been few public takeover offers on 6. What are the typical methods and the Oslo Stock Exchange in recent years (less than 10 constructs of how risk is allocated between each year, for the last three years). Only a handful of these offers have been made by financial sponsors. a buyer and seller? Financial sponsors are also active within the Norwegian Private M&A transactions in the Norwegian market are infrastructure sector, and takes up a substantial part of customarily structured as a sale and purchase of shares the acquisitions. in the target company, except in circumstances where the parties find it more beneficial to structure the deal as an asset transaction. 9. Outside of anti-trust and heavily regulated sectors, are there any foreign The share purchase agreement or the assets purchase agreement, as the case may be, sets out the terms and investment controls or other governmental conditions of the transaction amongst the parties. Such consents which are typically required to be agreements customarily contains all the typical made by financial sponsors? provisions on risk allocation as you would find in Nordic and European transactions, such as purchase price The Norwegian National Security Act provides that mechanism, pre-closing covenants, closing conditions, certain transactions are subject to ownership control by representations and warranties and specific indemnities. Norwegian public authorities. Pursuant to the Act, a direct or indirect acquisition of a “qualified shareholding” It could be noted that general disclosure against the (i.e. 1/3 of shares/votes, or rights to 1/3 of shares/votes warranties of the dataroom is the market norm, but the or other significant influence over the management) in a warranties customarily also include sweeping provisions target company being of particular interest for the on the accuracy and completeness of the dataroom. The Norwegian national security and which as a result PDF Generated: 1-10-2021 3/6 © 2021 Legalease Ltd Private Equity: Norway thereof is included on a “National security list” by the 12. How are management incentive Norwegian Ministry responsible for the sector of such schemes typically structured? company, must be notified to and approved by such Ministry. Financial sponsors usually expect management to make a meaningful investment in the acquired portfolio company. In transactions where management holds 10. How is the risk of merger clearance substantial ownership in the target company, they may normally dealt with where a financial also be required to rollover a part of their investment sponsor is the acquirer? alongside the financial sponsors. The handling of merger clearance risk where a financial Management incentives in the Norwegian market come sponsor is the acquirer is a common negotiation point in in many forms, but are customarily equity-based. The share purchase agreements
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