Category: Poland

RKKW has advised Fit Invest sp. z o.o. (a subsidiary of Benefit Systems SA) on the PLN 12 million acquisition of the remaining 33.94% of shares in Fabryka Formy SA.

As a result of the transaction, Fit Invest sp. z o.o. becomes the sole shareholder of Fabryka Formy SA.

According to RKKW, “the Benefit Systems capital group is a provider of solutions in the area of non-wage employee benefits in the field of, among others, sports cards and culture and entertainment.” Fabryka Formy SA (together with its subsidiary Fitness Za Rogiem sp. z o.o.) runs a network of 23 Polish fitness clubs. Earlier this year RKKW also advised Benefit Systems on the acquisition by Fabryka Formy of six health clubs from the FitFabric chain (as reported by CEE Legal Matters on July 11, 2017).

The RKKW team was led by Partner Krzysztof Wrobel and included Marcin Jasinski, Jarosław Szewczyk, and Michał Wilinski.

“It took almost a year to close the entire transaction from signing the letter of intent to concluding the binding agreement,” said RKKW Managing Partner Radoslaw Kwasnicki. “Several independent entities took part in the transaction.”

Dentons has advised Echo Polska Properties N.V. on its EUR 692.1 million acquisition of the M1 portfolio of 12 retail properties. The seller is the Chariot Top Group consortium co-managed by Griffin Real Estate through its subsidiaries, and reportedly was advised by Linklaters.

EPP is a Dutch dual-listed real estate investment company that follows the REIT formula, investing in retail properties throughout Poland. The portfolio acquired from Chariot Top Group consists of 12 retail properties with over 620 stores and a total gross lettable area of 446,500 square meters. All assets are single-level, fully-leased, and situated on large sites facing motorways. The entire portfolio is subject to a master lease from Metro AG which expires in April 2024.

The transaction will be closed in three tranches with the last one closing in mid-2020. Upon completion, EPP’s portfolio will double its size to cover nearly one million square meters of GLA in at least 27 modern shopping centers.

The team of Dentons was led by Partner Pawel Debowski, supported by Partner Bartlomiej Kordeczka and Senior Associate Jacek Jezierski.

Editor’s Note: After this article was published, Linklaters announced that it had “advised Chariot Top Group, a company represented by Griffin Real Estate, on a real estate portfolio acquisition [of] 28 shopping centers located across Poland from A-R-A Retail Centres, owned by a consortium formed by Ares Management L.P., AXA Investment Managers – Real Assets and Apollo Rida, and on the subsequent resale of 12 properties from this portfolio to Echo Polska Properties.” According to the firm, “January 4 marked the closing of the first stage of the transaction, namely the acquisition of 28 shopping centres by Chariot Top Group and the subsequent resale of the first tranche of the portfolio comprising 4 M1 shopping centres to EPP (with eight other properties to follow at a later stage).”

The Linklaters team advising Chariot Top Group was led by Partners Artur Kulawski and Janusz Dzianachowski and included, among others, Managing Associate Judyta Sawicka, Senior Associate Monika Lerka, and Associates Tomasz Trystula and Zaneta Rogon. Counsel Marcin Schulz led the team advising on the resale part of the transaction and on all corporate law aspects, supported by Managing Associate Christopher Quinn and Associate Jakub Wozniak. Advice on the financing of the transaction was handled by a London banking team led by led by Partner Steve Smith, supported by Partner Scott Simpson, Managing Associate Katy Lucas and a Warsaw banking team consisting of Managing Associate Joanna Gawlicka and Associates Marcin Nowak and Maciej Pietron. Linklaters’ Amsterdam and Luxembourg offices were also involved in relation to relevant jurisdiction-specific issues.

Subsequently, Magnusson confirmed that it had advised A-R-A Retail Centers on the sale of the 28 properties to Chariot Top Group. More information on that deal can be found here.

Later, Dentons announced that it advised HSBC Bank on the approximately EUR 635 million of real estate finance investment facilities signed with Chariot Top Group BV to finance its acquisition the retail portfolio from A-R-A Retail Centers. The Dentons team was co-led by London Partner James Irvine and Warsaw Partner Mateusz Toczyski and included, in London, Tax Partner Alex Tostevin, Senior Associates Olivia Ashurst and Scott Syme, and Associate Louisa Clapton; in Poland, Tax Partner Cezary Przygodzki, Tax Counsel Tomasz Krasowski, Senior Associates Piotr Nerwinski and Hanna Zarska, Associates Monika Kowara, Lukasz Blaszczak, and Alicja Pulawska-Kusnierz, and Junior Associates Jan Zaremba and Justyna Machnicka; and in the Netherlands, Partner Jan-Mathijs Hermans, Tax Partner Heico Reinoud, Associate Partner Jeroen den Hamer, Associates Magdalena Kalinska and Tom Tempelaars, and Junior Associates Robbert Middelburg and Vincent Wensink.

Domanski Zakrzewski Palinka advised Enea Wytwarzanie sp. z o.o. on the implementation of a coal-fired energy unit with a gross output of 1,075 MW.

Design work on the unit started in 2008, then in 2012 a contract was signed with the project contractor – a consortium of Mitsubishi Hitachi Power Systems Europe and Polimex-Mostostal. The coal-fired unit, which DZP describes as “the most innovative in Europe,” was constructed in Swierze Gorne, near Kozienice, Poland, and the investment is worth PLN 6.4 billion. 

“We have supported the investor in formal legal aspects of its cooperation with the investment contractor since 2013,” said DZP Partner Tomasz Darowski. “At the final stage, we participated in work to verify that the hand-over conditions for Unit no. 11 were duly met and drafted the hand-over report. The project is of strategic importance to the Polish energy industry because, due to high energy production efficiency and full availability, it will be the largest and most efficient coal-fired unit in the history of the domestic energy sector.”

The DZP team included Partners Tomasz Darowski, Katarzyna Kuzma, Rafal Hajduk and Julita Zimoch-Tucholka, Senior Associates Jerzy Sawicki and Grzegorz Filipowicz, Senior Tax Manager Krzysztof Dyba, Associate Tatyana Koryakina, and Counsel Wojciech Hartung.

Hogan Lovells advised the arrangers and joint lead managers of BNP Paribas, London Branch and UniCredit Bank AG, London Branch, on the securitization of a portfolio of consumer loans receivables worth PLN 2.3 billion, originated by Bank BGZ BNP Paribas S.A.

According to Hogan Lovells, “funds of a total amount of PLN 2.3 billion for the acquisition of the pool of receivables were obtained by the special-purpose company BGZ Poland ABS1 Designated Activity Company by the issue of the notes secured by the acquired receivables and the subordinated loan granted to the company by the investors, constituting additional collateral for the repayment of the notes, which allowed to acquire from Bank BGZ BNP Paribas S.A. receivables with an aggregated nominal value of PLN 2.3 billion.”

The structure of the transaction stipulates a two-year revolving period during which the repaid consumer loans receivables are replaced by new ones on an on-going basis.

The transaction was supervised by Hogan Lovells Partners Piotr Zawislak and Julian Craughan. The transaction team consisted of Warsaw lawyers Artur Bilski and Jakub Matusielanski and London-based Senior Associate Fadzai Mandaza and Associate Jonathan Morris. Partner Andrzej Dębiec and Counsel Zbigniew Marczyk provided tax advice on the transaction.

A separate Hogan Lovells team led by Partner Andrew Carey, supported by Associate Megan James, advised BNP Paribas Trust Corporation Limited as Note Trustee and Security Trustee, and in its various agency capacities for the transaction.

Editor’s Note: After this article was published Clifford Chance announced that it had advised the European Investment Bank on the securitization of the portfolio of consumer loans receivables worth PLN 2.3 billion originated by Bank BGZ BNP Paribas S.A. The work of the Clifford Chance team was supervised and co-ordinated by Of Counsel Jan Zdziennicki, supported by Counsel Grzegorz Abram.

KKLW, working with the Jerzykowski i Wspolnicy law firm, represented a consortium of Porr and Gulemark oraz Energopol-Szczecin S.A. in a tender for the construction of a tunnel connecting two islands, Uznam and Wolin, in northwestern Poland. The value of the contract is approximately PLN 800 million (EUR 190 million).

The contracting authority (the City of Swinoujscie, represented by the General Director for National Roads and Motorways in Szczecin) awarded the contract to an Astaldi consortium. KKLW and JiW pointed out that the winning offer, as well as a second one proposed by a Toto consortium, were incompatible with tender specifications.

Poland’s Public Procurement Office agreed, noting that the offers cannot be modified, meaning that the contracting authority will have to reevaluate the offers and reject those that are incompatible with tender specifications.

The KKLW team was led by Partner Jacek Kosinski and included Legal Counsel Pawel Jadczak and Lawyer Lukasz Goniak.

The JiW team was led by Partner Jaroslaw Jerzykowski.

SSW Pragmatic Solutions — formerly known as SSW Spaczynski Szczepaniak & Partners — has acted as legal advisors in the share buyback process of Cloud Technologies S.A.

According to SSW, “the company has embarked on the process to buy back up to 920,000 shares and intends to spend up to PLN 18,000,000 on the purchased shares. The brokerage house [acting] as an intermediary in the buyback process is IPOPEMA Securities S.A.”

The advice provided by SSW’s lawyers included support in the preparation of documents related to the buyback process, including corporate documents, rules for purchase of own shares and invitation notice to tender shares, as well as in the fulfillment of disclosure obligations related to the buyback process.”

The firm’s team was led by Partner Szymon Okon, supported by Associate Katarzyna Dymel.

Allen & Overy Warsaw has advised Banco Santander and its Polish subsidiary Bank Zachodni WBK S.A. on the EUR 305 million acquisition of Deutsche Bank Polska’s retail and private banking businesses, excluding its foreign currency mortgage portfolio and including the shares of DB Securities, S.A. (Poland). Greenberg Traurig reportedly advised Deutsche Bank AG on the deal.

According to Allen & Overy, “the acquisition will enhance BZ WBK’s position as the third largest financial institution in Poland, with 6.8 million customers and a market share of more than 11.7% in loans and 11% in deposits. Furthermore, BZ WBK will become the leading private banking services provider in Poland.”

The A&O Warsaw M&A team was led by Partner Jaroslaw Iwanicki, with support from Senior Associates Marcin Czaprowski and Tomasz Ciecwierz and Associates Maciej Szykut and Joanna Kaleta. Tax advice was provided by Senior Associate Maciej Kulawik. Competition law advice was provided by Partner Marta Sendrowicz and Counsel Justyna Michalik.

The deal, which is subject to regulatory and other approvals, is expected to close by the end of 2018.

Editor’s Note: On November 9, 2018, Greenberg Traurig announced that “Deutsche Bank AG has completed the sale and demerger of Deutsche Bank Polska S.A.’s local Private & Commercial Banking business to Santander Bank Polska S.A. (formerly Bank Zachodni WBK).” The legal work on the transaction was supervised by Senior Partner Lejb Fogelman and led by Partners Stephen Horvath, Lukasz Pawlak, and Michal Fereniec. The firm’s team also included Partners Marek Kozaczuk, Andrzej Wysokinski, Robert Gago, Aleksander Janiszewski, and Paweł Piotrowski, Local Partners Michał Bobrzynski, Anna Hałas-Krawczyk, and Tomasz Kacymirow, Of Counsel Adam Opalski, Senior Associates Maciej Kacymirow, Radoslaw Pawluk, and Ewa Tabor-Maciejewska, and Associates Maciej Pietrzak (in London), Magdalena Medynska, Mateusz Slizewski, Maja Gawrysiuk, Martyna Komorniczak, Natalia Wolkowycka, and Marta Kownacka.

Subsequently, SPCG informed CEE Legal Matters that it had advised the management board of Deutsche Bank on the deal. The firm’s teal was led by Partners Piotr Szelenbaum, Artur Zapala, and Slawomir Dudzik, supported by Partner Tomasz Spyra and Senior Associates Agnieszka Kolodziej-Arendarska and Lukasz Przyborowski.

FKA Furtek Komosa Aleksandrowicz has advised North Base Media, a global venture-capital firm with a focus on media, content, and information technologies, on the acquisition of shares in Gremi Media S.A.

According to FKA, the firm’s “advice to North Base Media included all stages of the process initiated in the second quarter of 2017 and materialized in November through the acquisition of five percent of shares in Gremi Media from KCI S.A.”

The firm’s team consisted of Partners Leszek Rydzewski and Edyta Jusiel, supported by Tax Partner.

FKA did not reply to an inquiry about the transaction price and the identity of counsel for the sellers.

Dentons has advised Union Investment on its approximately EUR 380 million acquisition of the Magnolia Park shopping center in Wroclaw from Blackstone for its UniImmo: Europa real estate fund.

Magnolia Park offers a total of 100,000 square meters of retail space. It has 241 shops and attracts over 11 million visitors a year.

The Dentons team was led by Partner Pawel Debowski and included Partner Monika Sitowicz and Associate Andrzej Wloch.

DZP has advised Souter Holdings Poland sp. z o.o.- the owner of Polksi Bus — on a December 18, 2017 cooperation agreement between FlixBus and Polski Bus. Hogan Lovells advised FlixBus on the matter.

DZP lawyers advised both Souter Holdings Poland and Souter Investments Limited in the structuring, negotiating and closing of the transaction with the German FlixMobility GmbH.

According to a DZP spokesperson, “this deal is based on cooperation/ partnership. The business model of FlixBus is based on an internationally unique cooperation with the local industry. FlixBus takes care of technology, ticketing, customer service, and network planning, as well as marketing and sales, while its local partners are responsible for the daily operation of buses.”

The project was led by DZP Partners Marcin Krakowiak and Anna Glapa and Associate Maciej Zajda, with the support of Senior Associate Jarosław Konecko, Senior Tax Manager Krzysztof Dyba, and Associates Sylwia Kuca and Tomasz Zielenkiewicz.

The Hogan Lovells team was led by the firm’s Munich office, with Partner Peter Huber responsible for the supervision and coordination of the transaction. From the firm’s Warsaw office the transaction was supervised by Partners Marek Wroniak and Andrzej Debiec. Counsel Tomasz Zak coordinated transactional aspects, supported by Counsel Zbigniew Marczyk and Associates Mateusz Mazurkiewicz and Piotr Kwasiborski.