Category: Poland

White & Case has advised the State Treasury of the Republic of Poland, represented by the Minister of Finance, on the issuance of a USD 3 billion dual-tranche Securities and Exchange Commission-registered transaction consisting of USD 1.5 billion five-year and USD 1.5 billion ten-year bonds. Linklaters advised lead managers BNP Paribas, Deutsche Bank, Goldman Sachs Bank Europe SE, Santander, and Societe Generale.

According to White & Case, “the five-year bonds are due November 16, 2027, and were priced at the level of 130 basis points over US Treasury Notes, yielding 5.619% with a coupon of 5.50% The ten-year bonds are due November 16, 2032, and were priced at the level of 175 basis points over US Treasury Notes, yielding 5.890% with a coupon of 5.75%. The issuance was executed under the Republic of Poland’s Shelf Programme registered with the Securities and Exchange Commission.” 

White & Case’s team included Warsaw-based Local Partner Andrzej Sutkowski and Associates Damian Lubocki and Karolina Niedzielska and London-based Partner Jill Christie, Counsel Doron Loewinger, and Associate Callie Wallace.

Linklaters’ team included London-based Partner Pam Shores and Warsaw-based Managing Associate Szymon Renkiewicz and Associate Alexandra Kovaliouk.

Krynicki Dajczer Kaminski Herominski has represented MS-EKO before the National Appeal Chamber and the District Court in Warsaw as one of the contractors challenging a single-source procurement organized by the City of Warsaw.

According to KDKH, “the value of the contract for the collection of waste from the capital’s residents was calculated at over PLN 970 million, and the municipal company was to serve nine districts of Warsaw until 2026. The National Appeal Chamber also received appeals from Remondis, Bys, Lekaro, Jarper i Partner, among others. The in-house procurement was also challenged by the Waste Management Employers’ Association, which brings together dozens of entrepreneurs. In May this year, the National Appeal Chamber ordered the cancellation of the procedure, and complaints against this ruling were filed by both Warsaw as the Contracting Authority and Miejskie Przedsiebiorstwo Oczyszczania. On October 16, 2022, the Court dismissed both complaints in appeal proceedings, confirming the correctness of the ruling. The result of the ruling is that Warsaw must carry out the procedure by way of a competitive tender.”

According to the firm, “in justifying its intention to award the contract to MPO in a non-competitive (in-house) procedure, the contracting authority failed to demonstrate the statutory prerequisites. Although MPO does not manage all of the waste coming from Warsaw (it uses subcontractors to a significant extent), it used not only the work performed by itself when calculating the value of the orders received from the city.”

KDKH’s team included Partner Karol Kaminski and Attorney Monika Dzilinska-Buraczynska.

SSW Pragmatic Solutions has advised Waimea Holding on the sale of the logistics and production centre North-West Logistic Park 2 in Szczecin to an Exeter Group company. Reportedly, Bird & Bird advised Exeter on the deal.

Waimea Holding is a developer specialising in the construction and leasing of warehouse, manufacturing, and office space. 

Exeter Group is involved in the acquisition, lease, and management of industrial properties, business parks and urban warehouses in Poland. 

According to SSW, “the complex consists of three halls with a total area of approximately 11,000 square meters. North-West Logistic Park 2 was the subject of a lease agreement with mLeasing; it has been fully commercialized and already released to the tenant.”

In 2017, SSW advised Waimea on the sale of North-West Logistic Park 1 to Exeter (as reported by CEE Legal Matters on January 9, 2017). Last year, in 2021, SSW also advised Waimea on a development management agreement with Fortress Fund for the development of two warehouse parks in the Polish communities of Bydgoszcz and Stargard (as reported by CEE Legal Matters on January 21, 2021).

SSW’s team included Counsels Robert Wodzynski and Zbigniew Makowski, Senior Managing Associate Marta Popis, and Associates Kamil Wroblewski and Krystian Trzcinski.

Primarily driven by greenfield investments, supply chain overhauls, and geopolitical implications, the hottest practice of Noerr’s Warsaw office has been Real Estate, according to Associated Partner and recently appointed Head of Office Pawel Zelich.

“Our Real Estate practice has been one of the hottest, if not the hottest department of our office for a while now,” Zelich begins. Driven by the overall state of affairs in Poland, the Real Estate practice of Noerr spills onto other departments as well. “The ebb and flow of our Real Estate practice are inextricably linked to our other departments, meaning that it is also a good representative of our overall workload and activities.”

Zelich continues by explaining that the post-COVID-19 realities have incentivized investors in many industries to primarily re-evaluate their supply chains. “The general way of thinking, pre-COVID-19, was that supply chains were quite solid, but it was proven that this was not much the case as the pandemic progressed,” he says. “Now, as we’re in a re-shape phase, many investors are seeking to overhaul their supply chain lines in order to make them more resilient and less thinly stretched.”

Additionally, Zelich reports that Noerr has also been active in numerous cross-border projects and transactions. “We have been doing work that engages a number of investor portfolios in various sectors – logistics, industrial, production – the bulk of our engagement is, usually, due diligence reviews, buy/sale, leases, and direct construction-related transactional tasks,” he explains. “We have also been rather active in dealing with matters related to state aid – it is quite important for all greenfield investments, and greenfield investments have also been one of the key drivers of work for us,” Zelich points out. In his opinion, state aid plays such a big part in these investments as “the competition between countries – when it comes to attracting investors – is cut-throat, and providing state aid or not doing so might mean the difference between attracting an investor or losing out.” 

Furthermore, Zelich says there was a marked uptick in work as a consequence of the war in Ukraine. “Poland has been placed in a position of being perceived as a ‘front-country,’ for better or worse. Still, in a number of sectors this hasn’t thrown off investors by a lot – it was mostly the case of reconfiguring certain investments,” he explains.

Finally, considering the current key drivers of work, Zelich says that “while it is difficult to predict how the real estate landscape will look like in the next six months, I am optimistic. There are a number of factors impacting several different sectors in different ways – for example, the hike of financing costs impacts residential adversely, but this has not seemed to stifle manufacturing greenfield projects coming over to Poland,” he explains. “Still, based on current activity levels and our overall experience, I am hopeful that there will be a substantial increase in our workload,” he says, looking to the future.

Linklaters has advised Investika Realitni Fond and Bud Holdings on their acquisition of Luzycka Plus and the A, B, C, and D buildings of the Luzycka Office Park in Gdynia. 

“All purchased buildings represent the A class, with a total gross leasable area of 27,200 square meters,” Linklaters reported. “The complex is located in the business center of Gdynia, at the Pomeranian Metropolitan Railway stop and in the vicinity of two fast city rail stops, in close proximity to the main communication artery of Gdynia, Sopot, and Gdansk.”

Investika is a Czech retail investment fund. Bud Holdings is a private equity company.

Linklaters also advised Investika and Bud Holdings on their acquisition of the Tensor Office Park, earlier this year (as reported by CEE Legal Matters on May 26, 2022).  

The Linklaters team was led by Of counsel Adriana Andrzejewska and included Managing Associate Joanna Gawlicka, Senior Associate Ewa Sinkiewicz, and Associates Bartosz Boenigk, Katarzyna Grodzka, and Michal de Bialynia Woycikiewicz.

Linklaters did not respond to our inquiry on the matter.

Editor’s Note: After this article was published, B2RLaw announced that it had advised the sellers on the transaction. The firm’s team was led by Counsel Agnieszka Wojciechowska and included Senior Partner Rafal Zieba, Counsels Filip Badziak and Piotr Leonarski, Senior Associate Krysia Jakubowska, and Junior Associate Dorota Gajuk.

Norton Rose Fulbright has advised Panattoni on the construction of an 87,300 square-meter built-to-suit facility for Tedi and subsequent sale of the asset to Tedi affiliate HH Immo. Dentons advised Tedi on the acquisition. 

According to Norton Rose Fulbright, the facility is located in Stargard and its office section will be BREEAM certified. 

Panattoni is an industrial space developer providing businesses with build-to-suit logistics facilities.

Tedi is a German retail chain with 2,750 stores in 11 European countries. The company provides daily household supplies, party and electrical goods, stationery, toys, drugstore, and cosmetic products.

The Norton Rose Fulbright team was led by Partner Magdalena Zienkiewicz and included Senior Associate Patrycja Pakla.

The Dentons team was led by Partner Piotr Staniszewski and included Managing Counsels Jaroslaw Stapel and Tomasz Krasowski and Associates Kamil Gapski.

B2RLaw has advised Dentametr and its founders on the company’s pre-seed financing round.

According to B2RLaw, the round included investment fund Octopus Ventures and a number of angel investors.

Dentametr is a software-as-a-service-enabled marketplace for the healthcare industry focusing on the dental services market in Poland.

Octopus Group company Octopus Ventures is a European venture capital investor specializing in health, fintech, deep technology, consumer, and business-to-business software. The company has offices in London and New York.

The B2RLaw team included Senior Partner Rafal Stroinski and Senior Associate Teresa Pilecka–Juda.

B2RLaw has advised Dentametr and its founders on the company’s pre-seed financing round.

According to B2RLaw, the round included investment fund Octopus Ventures and a number of angel investors.

Dentametr is a software-as-a-service-enabled marketplace for the healthcare industry focusing on the dental services market in Poland.

Octopus Group company Octopus Ventures is a European venture capital investor specializing in health, fintech, deep technology, consumer, and business-to-business software. The company has offices in London and New York.

The B2RLaw team included Senior Partner Rafal Stroinski and Senior Associate Teresa Pilecka–Juda.

SSW Pragmatic Solutions and Rymarz Zdort have advised PGNiG on its merger with PKN Orlen. Gide Loyrette Nouel and Ellex advised PKN Orlen. Kwasnicki Wrobel & Partnerzy advised both companies’ general shareholders’ meetings and represented Orlen for the registration of the merger. White & Case advised joint lead manager Citigroup Global Markets Europe and SMM Legal advised Orlen on WSE-related matters. 

Earlier this year, SMM Legal and Bird & Bird advised on the merger clearance proceedings for this transaction (as reported by CEE Legal Matters on March 31, 2022).

According to SSW, “the merger between PGNiG and PKN Orlen is of strategic importance to strengthening Poland’s energy and natural resources security. It is also crucial for the development and strengthening of the fuel and energy industry. This merger is one of the largest transactions in the energy sector in recent years. Estimates show that the new group’s post-merger revenues will reach PLN 300 billion this year.”

“The merger of two Polish energy giants has created one of the largest groups in this sector in Central and Eastern Europe,” Ellex added. “The combined Orlen becomes the 155th energy company in the world by revenue.”

Operating in Central Europe and Canada, PKN Orlen is an energy and fuels provider.

Polskie Gornictwo Naftowe i Gazownictwo operates on the Polish natural gas market. The company specializes in the exploration and production of natural gas and crude oil.

The SSW team included Partners Anita Palukiewicz, Katarzyna Solarz-Wlodarska, Michal Badowski, and Lukasz Cudny, Counsel Robert Wodzynski, Senior Associates Joanna Perzyna, Joanna Palka, Anna Piotrowska, and Grzegorz Koguciuk, Associates Anna Bojja, Tomasz Pietrzyk, Kamil Jurzak, Iwona Domanska, and Joanna Berzynska-Garal, and Legal Knowledge Manager Aleksander Krzeszowiak.

The Rymarz Zdort team included Managing Partner Pawel Rymarz, Partner Jakub Zagrajek, Senior Associates Pawel Mazur and Tomasz Bakowski, and Associate Patrycja Gliwka.

The Gide Loyrette Nouel team included Partner Pawel Grzeskowiak and Associate Dawid Van Kedzierski.

The Ellex team was led by Partners Ramunas Petravicius and Dovile Greblikiene and included Partner Olga Petroseviciene, Associate Partner Edvinas Beikauskas, Senior Associates Inga Macijauskaite, Simona Cecyte, Simona Bumblauskyte-Kiauleikiene, and Giedrius Svidras, and Associate Ovidijus Girdauskas.

The RKKW team included Senior Partner Radoslaw Kwasnicki, Managing Partner Karol Maciej Szymanski, Partners Lukasz Sieczka and Piotr Letolc, and Associates Magdalena Wawrzonek and Lukasz Lipski.

The White & Case team included Partners Rafal Kaminski and Marcin Studniarek.

The SMM Legal team was led by Partner Marcin Czarnecki and included Of Counsel Maksymilian Saczywko and Senior Associates Marlena Kruszynska-Kosmicka, Jan Stranz, Magdalena Michalska-Niewiadomska, Hanna Zuchowska-Stacha, Diana Krzyzanowska, and Tomasz Lewandowski.

Former Spectris Head of M&A Legal Maciej Kalinowski has joined Energix – Renewable Energies in Poland as its Head of Legal.

Kalinowski had been with Spectris Energy since 2021 (as reported by CEE In-House Matters on November 25, 2021). Prior to that, he served as the General Legal Counsel of the Sun Investment Group between 2019 and 2021. Earlier still, he was a Legal Advisor at PGNiG SA between February 2017 and August 2018.

Before moving in-house, Kalinowski worked as a Senior Associate with Clifford Chance between January 2014 and March 2016 and as an Associate with CMS between February 2010 and January 2014.

A Deal 5 Interview with Kalinowski on Sun Investment Group’s Solar Park portfolio sale in Poland was published by CEE In-House Matters on November 4, 2020.

Originally reported by CEE In-House Matters.