NORWAY Trends and Developments Contributed by: Ida Marie Windrup, Daniel Jovanovic and Markus Nilssen, BAHR
The most common exemption from the licensing requirements relied on by foreign lenders is reverse solicitation, where loans are provided solely on a Nor - wegian borrower’s own initiative, without the lender having marketed or recommended the loan to the bor - rower specifically, or to the Norwegian public general - ly in advance. With an increasing number of sponsors of Norwegian borrowers being based outside Norway, the application of this exemption has become more widespread. In addition, the implementation of the EU’s financial markets legislation through Norway’s participation in the EEA means that EU-regulated credit funds are slowly making their way onto the Norwegian market. On 1 January 2023, the Norwegian credit licensing regime was amended to cater for the establishment of European Long-Term Investment Funds (ELTIFs) in Norway as well as recognition of EEA-based ELTIFs. Moreover, on 1 August 2025, the Norwegian licens - ing regime was again amended to cater for the provi - sion of credit through securitisation structures. Over the next few years, Norway will also implement the ELTIF 2.0 and AIFMD 2.0 regulations, which provide additional avenues for certain direct lenders to provide Another exemption is where the loan is structured as debt securities, since purchasing debt securities is exempted from the regulatory restrictions. A bond can be issued to a wide range of investors, to a handful or less, or even on a bilateral basis. A bond issue sold to a defined group of professional investors only will still be considered a private placement, and the transac - tions are generally able to benefit from an exception from the prospectus regulations. Privately held bonds, where confidentiality as regards commercial terms may be a driver, are also available. These are documented under tailored and bespoke terms and resemble a typical bilateral arrangement. This structure has become an important tool for pri - vate credit providers seeking to lend into Norway while navigating the licensing requirements, as the purchase of debt securities does not trigger the same regulatory restrictions as direct lending. credit in a regulated capacity. The Role of Debt Securities
The debt securities structure allows private credit funds to provide financing that is economically similar to a direct loan but structured in a manner that com - plies with Norwegian regulatory requirements. This approach has gained traction, particularly for larger transactions and for lenders seeking to establish a presence in the Norwegian market. Structuring Private Credit Transactions in the Norwegian Market Private credit providers entering the Norwegian mar - ket are increasingly offering unitranche and direct lending structures that differ from traditional bank financing, and may offer different terms to banks, including longer maturity periods, fixed interest rates, higher leverage, and occasionally, more flexible or at least tailor-made covenant packages. In deals influenced by the UK and US markets, blend - ed financings where a private credit element consti - tutes one of several financing limbs, are popular. In 2023, BAHR assisted on Norway’s first common terms agreement combining a Norwegian bond with institu - tional investors, and an English-law common terms arrangement with a mix of lenders, both private credit and banks. This demonstrates the increasing sophisti - cation of private credit and other financing structures in the Norwegian market, and the willingness of bor - rowers to utilise hybrid financing solutions. Private Credit and Acquisition Financing Private credit has emerged as an increasingly vital financing source for Norwegian acquisition transac - tions. This growth is being driven primarily by sophis - ticated international financial sponsors who bring their experience with private credit structures from mature markets in London and New York to their Norwegian investments. These sponsors have become powerful advocates for private credit solutions, actively seek - ing financing partners who can deliver the flexibility, speed and structural creativity required for complex cross-border acquisitions. The current macroeconomic environment has ampli - fied M&A-related opportunities for private credit deployment in Norway. The Norwegian krone’s sus - tained weakness against major currencies has made Norwegian assets increasingly attractive to interna -
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