Category: Poland

Mrowiec Fialek and Partners has advised OCRK Sp. z o.o., a Polish portfolio company of Innova Capital, on the acquisition of a majority stake in Marcos Bis from unnamed sellers.

According to Mrowiec Fialek, “Innova Capital is one of the most experienced private equity investors in the Central and Eastern Europe with over 50 portfolio companies in 11 of the CEE countries.” 

Marcos Bis is a company with 23 years of experience in developing IT solutions for the forwarding and transport companies. 

The Mrowiec Fialek and Partners team was led by Partner Miroslaw Fialek and included Senior Associate Rafal Siemieniec, Associate Pawel Siwiec, and Junior Associate Maria Dabrowska.

Mrowiec Fialek declined to provide further information on the deal.

CMS has advised Allianz Real Estate and Curzon Capital Partners III, L.P. on the sale of the Warsaw Financial Center in Warsaw’s financial district, to the Czech Republic’s CPI Property Group.

Allianz Real Estate bought the Warsaw Financial Center office tower — a 36-story office tower that is LEED ‘Gold’ certified and 99% occupied — in 2020 from CA Immo and Pramerica.

Curzon Capital Partners III is managed by Tristan Capital Partners, a London-based real estate investment management boutique.

CMS’s team was led by Partner Lidia Dziurzynska, supported by Counsels Michal Bork and Andrzej Zajac, Associate Aleksander Grabecki and Lawyer Zofia Nejthardt.

The transaction was led for Allianz Real Estate by Isabel Haupt, Deputy Head of Legal, and Birgit Engel, Senior Legal Counsel.

CMS did not reply to our inquiry on the matter.

DLA Piper has advised Resource Partners on its acquisition of a majority stake in Maced, a family-owned dog treats and snacks producer in Polanow, Poland. Maced was reportedly advised by WBW Weremczuk, Bobel & Wspolnicy.

Resource Partners, a group of funds, is a private equity investor in Central and Eastern Europe that specializes in consumer products and services.

The transaction included the sale of a majority stake by the existing owners of the company and the capitalization of the company by the fund through an increase in its share capital.

DLA Piper’s team included Partner Marta Frackowiak, Senior Associate Mateusz Zalenski and Junior Associate Krzysztof Drzymala.

Domenico Di Bisceglie has been promoted to International Partner at WKB Wiercisnki Kwiecinski Baehr.

WKB describes Di Bisceglie, who is Co-Head of the firm’s Italian Desk, as “a specialist in international investment and business relations between Italy and Poland. He advises Italian companies on the development of their business in Poland, including the establishment of Polish subsidiaries as well as branches and representative offices.”

Di Bisceglie is a graduate of law studies at the University of L.U.I.S.S. Guido Carli in Rome and he obtained an LL.M in International Public and Criminal Law from the University of Leiden in the Netherlands in 2001. He joined WKB in 2012.

White & Case has advised P4, the operator of Polish mobile network Play, on the launch of its bond issue program with a total nominal value of PLN 2 billion, as well as on the first issuance under the program of unsecured bearer bonds with a total nominal value of PLN 750 million.

Santander Bank Polska and Powszechna Kasa Oszczednosci Bank Polski acted as joint book-runners and joint program arrangers. Erste Group Bank AG was appointed to the consortium as a junior dealer on the first issuance of bonds. 

The White & Case team in Warsaw included Partner Marcin Studniarek, Counsel Bartosz Smardzewski, and Associates Monika Duzynska, Damian Lubocki, and Dawid Ksiazek.

Gessel has advised BNP Paribas Bank Polska S.A. on its unspecified participation in Dafo Plastics S.A.’s recent financing round. Dafo Plastics was reportedly advised by Kasprzyk & Wojdan.

Dafo Plastics is a company specialized in the production of plastic packaging — bottles, jars, tubes and closures — for use in the cosmetics and pharmaceutical industries, among others.

Gessel’s team was led by Senior Lawyer Krzysztof Jasinski, who was supported by Legal Advisor Trainee Paulina Maciag. The team was supervised by Partner Malgorzata Badowska.

Czabanski & Galuszynski have advised Bank Gospodarstwa Krajowego on its loan of almost PLN 50 million to an unidentified special purpose vehicle to finance the costs of the construction of a warehouse complex in Poland, consisting of three facilities with a total area of ​​23,000 square meters.

Bank Gospodarstwa Krajowego is a state-owned development bank created to support the socio-economic development of Poland and the public sector 

The Czabanski & Galuszynski team included Partner Piotr Galuszynski and Associates Katarzyna Sotyn and Jakub Lach.

Czabanski & Galuszynski did not reply to our inquiry on the matter.

Former Hogan Lovells Senior Associate Elzbieta Rablin-Schubert will join NGL Legal on January 1, 2020, as partner responsible for the firm’s Banking and Finance practice.

NGL Legal describes Rablin-Schubert as “an advocate with over 15 years of experience in international law firms,” and reports that “she specializes in project financing in forms of credit facilities, debt securities, and sale of receivables as well as [having] considerable expertise in financing of infrastructure projects.” According to the firm, “over the years she led projects for nine airports, four football stadiums, over 20 transport companies, and [in the] energy sector. She also advised in major projects of real estate finance, corporate finance and acquisition finance.” Also, according to NGL Legal, “Elzbieta often engages in the most innovative projects of structured financing: she led the first Polish PPP projects in the education and health sector, the first leasing of municipal real estates, the first issue of revenue bonds for inter-commune association and municipality. She has assisted in many domestic and cross-border transactions, providing extensive and efficient advice for domestic and foreign clients.”

NGL Legal Managing Partner Krzysztof Wiater commented that “2019 was another year of quite intense growth for NGL Legal and we are ending this year with 60+ people working under the NGL brand. I am very pleased that our final recruitment this year brings on board such strong financial expertise, which is another step closer to our ultimate goal of creating universal, modern law practice following our clients’ needs.”

CMS has advised Poland’s Local Government Investment Fund on its acquisition of 45% shares in Tarnobrzeskie Wodociągi sp. z o.o., a water supply company in Tarnobrzeg, Poland. Tarnobrzeskie Wodociągi and the Municipality of Tarnobrzeg were advised by Domanski Zakrzewski Palinka.

The Local Government Investment Fund operates on behalf of the Polish Development Fund in order to support local government investments. According to CMS, “the fund is a capital investor in municipal companies, in particular, those which carry out public utility tasks, as well as local government tasks in maintaining and developing water and sewage infrastructure, transport infrastructure, social infrastructure, as well as waste management, public transport, heating, and healthcare.”

According to DZP, “as part of the transaction, the fund concluded an investment agreement with the Tarnobrzeg Commune and Tarnobrzeg Waterworks, based on which the parties agreed on the terms of the fund’s investment and the sale of up to 45% of its shares under two tranches to its benefit. As a result of these actions, the fund will become a minority, passive shareholder of the company. Pursuant to the investment agreement, it will not affect the day-to-day management of the company and in the perspective of about 20 years, as a result of the redemption of the fund’s shares, the local government will again become the only shareholder.”

The CMS team in Warsaw included Partner Marcin Bejm, Senior Associate Mikolaj Markiewicz, and Associate Piotr Galazka.

The Domanski Zakrzewski Palinka team included Partner Tomasz Darowski and Senior Associate Beata Cieszynska.

Clifford Chance and Kochanski & Partners have advised AccorInvest Group S.A. on its purchase of shares in Polish hotel chain Orbis S.A. from Accor S.A. and Accor Polska sp. z o.o. Dentons and Ellex Valiunas advised Orbis, and Accor was advised by De Pardieu, Weil, Gotshal & Manges, Darrois Villey Maillot Brochier, Gide Loyrette Nouel, and Ellex Valiunas on the December 16, 2019 transaction, which remains subject to antitrust clearance by the European Commission.

Last year, Dentons advised Orbis and Weil Gotshal represented AccorHotels on AccorHotels’ acquisition, by way of a tender offer, of Orbis’s shares (as reported by CEE Legal Matters on January 25, 2019). According to Weil, “as a result of the tender offer, AccorHotels acquired shares representing 33.15% of the voting rights in Orbis. Following the conclusion of the tender offer, AccorHotels owns, directly and indirectly, 85.84% of the voting rights in Orbis. After an M&A process that lasted several months, AccorInvest was selected as the purchaser of the Orbis shares and, as a result, AccorInvest announced a tender offer for all the shares in Orbis, including the stake held by AccorHotels. The closing of the transaction is expected to take place by the end of March 2020. The value of Accor’s stake in Orbis is EUR 1.06 billion (PLN 4.55 billion); the value of the entire tender offer amounted to EUR 1.23 billion (PLN 5.29 billion).”

The Clifford Chance team was led by Warsaw Managing Partner Agnieszka Janicka and included Counsel Jaroslaw Lorenc and Senior Associate Katarzyna Aleksandrowicz. The financing of the transaction was handled by a team from Clifford Chance’s Paris office, with the support of Warsaw Partner Grzegorz Namiotkiewicz and Junior Associate Roksana Kaluzna, all working with the internal legal team of AccorInvest Group S.A., headed by Group General Counsel Jairo Gonzalez Hidalgo.

The K&P team was led by Senior Partner Rafal Rapala and Partner Pawel Cholewinski and included Partners Pawel Mardas, Anna Gwiazda, and Michal Bedkowski-Koziol, Counsels Marcin Rzysko and Karol Polosak, Senior Associates Kacper Czubacki, Malwina Jagiello, Joanna Kosmider, Sylwia Uzięblo-Kowalska, and Aneta Serowik, Associates Sylwia Mizera, Kamil Wroblewski, and Dominik Karkoszka, and Junior Associate Magdalena Osinska.

The Dentons team in Poland providing what the firm describes as “comprehensive legal services to Orbis in connection with the transaction, including due diligence of Polish, Czech, Slovak, Romanian and Hungarian assets, as well as tax and capital markets advice,” included Partners Piotr Dulewicz, Jakub Celinski, and Cezary Przygodzki, Managing Counsel Dariusz Stolarek, Counsel Marceli Kasperkiewicz, Senior Associates Dagmara Cisowska and Magdalena Olszewska, and Associate Marcin Czajkowski. Its team in the Czech Republic and Slovakia included Partners Jan Prochazka and Petr Kotab and Associate Kristyna Brezinova. Its Romania-based team included Managing Partner Perry Zizzi, Partner Raul Mihu, and Senior Associate Argentina Rafail, and its team in Hungary included Partners Judit Kovari and Annamaria Csenterics and Associate Nora Jakab.

The Gide Loyrette Nouel team included Partner Frederic Nouel, Counsel Pierre-Adrien Vibert, and Associate Charline Boittin. 

Weil’s team consisted of Partner Marcin Chylinski, Counsel Ewa Bober, Senior Associate Filip Lesniak, and Associates Leszek Cyganiewicz and Arkadiusz Karwala.

Editor’s Note: After this article was published, Cobalt informed CEE Legal Matters that it had advised Accor S.A. on its acquisition Orbis’s Lithuanian subsidiary, UAB Hekon. The firm’s team included Partner Elijus Burgis, Associate Partner Eva Suduiko, and Senior Associate Julija Beldeninoviene..