Category: Poland

Noerr has advised Gobarto S.A. on a PLN 244 million credit facility agreement granted to Gobarto S.A. and its Polish subsidiaries by Bank Pekao S.A.. White & Case advised Bank Pekao on the matter, which included a refinancing facility, credit line for general corporate purposes, and a term loan to finance the acquisition of various real properties.

According to Noerr, Gobarto S.A. — a Polish joint-stock company listed on the Warsaw Stock Exchange — “is one of the largest companies in Poland in the red meat slaughtering and packaging industry.” Noerr reports that the company “controls and is a key part of the capital group now composed of about 30 companies operating in the agricultural and food sectors all over Poland.”

Noerr’s team consisted of Partner Ludomir Biedecki, Senior Associate Slawomir Morawski, and Associate Wojciech Nowosad.

The White & Case team was led by Partner Tomasz Ostrowski, supported by Associate Sylwia Opiatowska.

SPCG is reporting that it successfully represented Tesco Polska in the Poland’s Court of Appeal in a dispute involving trade bonuses (cash bonuses) and logistic discounts related to the takeover of the obligation to deliver supplies from the central warehouse of the retail chain to Tesco Polska stores.

According to SPCG, “the Court of First Instance and the Court of Appeal in Krakow fully upheld Tesco Polska’s allegations, stating that the logistic discount and the bonus (cash bonus) due to the achievement of a certain sales volume constitute in fact a discount that is part of the trade margin within the meaning of art. 15 sec. 1 pt. 4 of the Act on Combating Unfair Competition, and that their collection does not violate the interests of the supplier within the meaning of Art. Article 3 of the Law on Combating Unfair Competition. As a consequence, the claim for reimbursement to the supplier of the bonuses on the market and such discounts granted to the retail network was entirely rejected. The appeal of the plaintiff was also dismissed from the commercial court judgment of the Court of First Instance.”

The SPCG team representing Tesco Polska consisted of Partner Jakub Gorski and Senior Associate Pawel Wec.

Squire Patton Boggs has advised Mariusz Koczwara, the owner of the Polish gluten-free manufacturer Bezgluten, on his sale of the company to Bounty Brands, the food division of Coast2Coast, an investment holding based in South Africa. Gessel advised Coast2Coast on the deal that recently closed following a September signing.  

Bounty Brands acquired 99% of Bezgluten shares in the buyout, which marks the fourth buyout in the Polish food sector. The seller will retain the balance and will remain in its CEO position and continue the core management of the business. The deal is unrelated to Bounty Brand’s recent acquisition of Poland’s Stella Pack (reported by CEE Legal Matters on November 17, 2017).

Bezgluten, the producer and distributor of gluten-free products, is a second largest player on the Polish free gluten food market. The company operates a manufacturing plant near Krakow, and it currently employs more than 75 people. The company reportedly spent over PLN 145 million on gluten-free products in 2016. According to Stefan Rabe, the CEO of Bounty Brands: “Bezgluten build a strong brand, offers unique products and strengths our position on the fast growing free gluten food and snacks market”.  

According to Squire Patton Boggs, “In connection with Coast2Coast partial exit plans related to next year IPO of Bounty Brands, the Polish team of Coast2Coast did a remarkable work this year to strengthen Bounty Brands position in the Polish food sector. Their investment criteria in connection with the planned IPO differs slightly from typical PE Houses looking primarily on fast growing EBITDA track and projection, as Coast2Coast focuses also on strong brands, synergies with other portfolio companies, and net financial result”. 

The Squire Patton Boggs team consisted of Partner Michal Karwacki, supported by Counsel Pawel Magierowski and Associates Hubert Binkiewicz and Aleksandra Drozdz.

The Gessel team was led by Partner Maciej Kozuchowski and included Associate Tomasz Maslak. 

Kochanski Zieba & Partners, working alongside global counsel Plesner, from Denmark, has advised global investment firm Marlin Equity Partners on its acquisition of Medius Poland, as part of a wider international transaction whereby Marlin acquired holding company Medius AB, a provider of cloud-based accounts payable automation software.

According to KZP, “Medius’ software processes over 52 million invoices for more than 2,000 customers annually. Marlin Equity Partners is a Los Angeles-headquartered global investment firm with over USD 6.7 billion of capital under management. 

The KZP team advising on the transaction was led by Partners Pawel Cholewinski and Adam Piwakowski and included Partners Anna Gwiazda, Pawel Gruszecki, and Kamil Osinski, Counsel Pawel Mardas, Senior Associate Marcin Rzysko, and Associates Edyta Rekawek, Sylwia Mizera, and Anna Golenia.

Adam Piwakowski commented, “We are very pleased to have supported Marlin Equity Partners on this impressive cross-border transaction of an impressive growing technology company. Medius is headquartered in Sweden but employs invoice automation experts in Poland, and is an example of how a foreign company is using and relying on the knowledge and skill of Polish technology experts.”

Two former WKB lawyers specializing in advising clients from the Life Sciences industry have joined Baker McKenzie’s IP/TMT/Life Sciences group in Warsaw: Pawel Hincz, who joins as Local Partner, and Juliusz Krzyzanowski, who joins as Senior Associate.

According to Baker McKenzie, “Pawel Hincz is a legal advisor with more than 12 years of experience in advising entities operating in the healthcare sector and in the area of mergers and acquisitions. He has advised private equity funds on investments in healthcare entities, drug manufacturers, distributors of medical devices, pharmaceutical wholesalers, pharmaceutical industry associations and medical service providers. Before joining Baker McKenzie he managed the Life Sciences Practice at WKB Wiercinski, Kwiecinski, Baehr. He graduated from the Adam Mickiewicz University in Poznan and is a member of the District Chamber of Legal Advisors in Warsaw.”

Krzyzanowski specializes in pharmaceutical, medical, and food law, and before joining WKB in 2015 he spent three years as an advisor to the Polish Minister of Health.

Act BSWW has announced that tax advisor Malgorzata Wasowska, the head of Act BSWW’s Tax practice, has joined the firm’s partnership.

According to Act BSWW, “Malgorzata Wasowska has vast experience in tax advisory services in the field of M&A as well as share and asset deals. She has handled the tax aspects of complex projects concerning real property and share investments (which included the management of due diligence works and advisory services on the best investment form). She has represented clients in proceedings before tax authorities and administrative courts on many occasions (also in terms of transfer prices and VAT refund).” According to the firm, “Malgorzata handles every-day tax advisory services provided to companies operating in the real property, construction, automotive, e-commerce, and financial markets.”

Wasowska joined Act BSWW in May of 2017, and she was at Deloitte from 2006-2015.

“Comprehensive legal and tax services are our priority,” explained Act BSWW Managing Partner Jacek Bieniak. “We are one of the biggest Polish law firms and as of this year were are a member of international legal network Act Legal, so the legal solutions we offer must be effective in both business and tax terms. Małgorzata is an experienced and capable manager, her sense of business and knowledge of the market are much appreciated by our clients.” 

Norton Rose Fulbright has advised shareholders Grzegorz Lysiuk and Marek Bardzinski of ComVision sp. z o.o. on the sale of their shares in the company to LINK Mobility Group ASA, a European mobile communications provider specialized in mobile messaging services, mobile solutions, and mobile data intelligence. Norway’s Aabo-Evensen & Co firm advised the buyers on the transaction, which was completed based on an agreed enterprise value of EUR 16 million (based on an estimated EBITDA for 2017 of 2.66 multiplied by a factor of 6) on a cash-free and debt-free basis.

ComVision provides services under the brand of SMSAPI. According to a LINK press release, SMSAPI “has a strong presence in the Polish market, leading the market for self-service mobile messaging in Poland with a market share of more than 40%.”

Norton Rose Fulbright provided advice throughout the transaction, including in drafting and negotiating the transaction agreements. The firm’s Warsaw-based team was led by Partner Pawel Bajno, Of Counsel Artur Jonczyk, and Associate Michal Blaszkiewicz.

Patryk Galicki has left Wierzbowski Eversheds Sutherland to join Chajec, Don-Siemion & Zyto Legal as a new Partner heading the real estate practice area.

According to CDZ, Galicki specializes in real estate transactions, financing and refinancing investments, and restructuring processes. “He has a vast experience in advising international investment funds, private equity firms, Polish and foreign investors, and financial institutions,” the firm reports, noting that, “he has advised on numerous multimillion international and domestic transactions.

“I am delighted that Patryk Galicki has joined CDZ,” says Andrzej Chajec, CDZ Managing Partner. “I am convinced that his experience and knowledge of the market will contribute to further growth of our practice. We see many synergies in real estate transactions for investment funds.”

Prior to joining CDZ, Galicki practiced for five years at Bird & Bird (the last one as Partner), as both Head of Real Estate and then Head of Corporate/M&A in Warsaw, two years as Of Counsel at K&L Gates, and two years as Of Counsel at Wierzbowski Eversheds Sutherland, after starting his career with several local firms.

Hogan Lovells has advised arrangers and joint lead managers Credit Agricole Corporate & Investment Bank and StormHarbour Securities LLP on the securitization of a portfolio of lease receivables worth PLN 2.2 billion, originated by Europejski Fundusz Leasingowy S.A., a Polish leasing company owned by Credit Agricole S.A. DLA Piper was legal advisor of EFL S.A., and Clifford Chance advised the European Investment Bank and European Investment Fund.

The structure of the transaction stipulates a three-year revolving period during which the repaid lease receivables are replaced by new ones on an on-going basis. Hogan Lovells describes it as “one of the largest publicly rated securitization transactions in terms of value carried out so far by an originator from Poland.”

According to Hogan Lovells, “in accordance with the terms of the transaction, EFL Lease ABS 2017-1 Designated Activity Company, acting as the issuer (SPV), issued notes with a total nominal value of PLN 1.8 billion, secured by lease receivables of PLN 2.2 billion, purchased from Europejski Fundusz Leasingowy S.A. A sizable portion of the issued notes were acquired by domestic and international financial institutions, including the European Investment Bank. Furthermore, the European Investment Fund has provided a guarantee for those notes purchased by private investors. These notes have obtained the following ratings: ‘A+ sf’, granted by Fitch Ratings, and ‘AAASF’ granted by Scope Ratings.”

The Hogan Lovells team was led and supervised by Partners Piotr Zawislak and Julian Craughan. The firm’s transaction team consisted of Warsaw-based lawyers Artur Bilski and Jakub Matusielanski, London-based Senior Associate Fadzai Mandaza, and London-based Associate Victoria Hewitson. Partner Andrzej Debiec 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 Citicorp Trustee Company Limited as Note Trustee and Security Trustee, and in its various agency capacities for the transaction.

Clifford Chance’s Warsaw team was led by Of Counsel Jan Zdzienicki and consisted of Senior Associate Mateusz Chrusciak and Associate Paweł Zagorski. The firm’s team in Paris consisted of Partner Jonathan Lewis and Senior Associate Sara Somogyi.

Jara Drapala & Partners is reporting that the Court of Appeal in Warsaw had awarded a “seven-digit amount” to firm client PORR (a contractor of road and bridge construction projects) in a dispute against Poland’s General Directorate for National Roads and Highways.

According to JD&P, the Court’s November 6 award was made “on account of an increase of the remuneration due to an unforeseeable increase in asphalt prices in 2009–2012 (before EURO 2012) and compensation for the related loss under the contract.”

According to the JD&P, “this is the first final judgement in Poland where the contractor proved that a change in asphalt prices in the years 2009–2012 constituted an extraordinary and unforeseeable change of circumstances according to Article 3571 of the Polish Civil Code, as well as that the loss suffered by the contractor [qualified as] a ‘glaring loss’.” the firm reports that the court’s judgement provides “a reasonable chance for other construction companies to succeed in currently pursued claims for the period from before EURO 2012, based on similar facts.”

The firm’s team was led by Partner Przemyslaw Drapala, who explained its significance: “Our success is a chance for other contractors. I hope that the judgement of 6 November 2017 will encourage the employers to negotiate with their contractors to settle disputes amicably. We also were ready to make a settlement at each stage of the dispute, however, the negotiations failed. Moreover, both employers and contractors should take account of this judgement while drafting construction works contracts. Both parties will benefit more from sharing the risk of price increase than from fighting in courts for damages.”