Category: Poland

Gessel has assisted J.S. Hamilton Poland S.A. in connection with a PLN 40 million issue of ordinary A-series interest-bearing unsecured bonds. The entire issue was acquired by institutional investors.

The bond issue is part of a scheme under which the company may issue bonds up to the aggregate value of PLN 60 million. The rights attaching to these bonds became effective as of December 27, 2016 upon registration of the bonds in the National Securities Deposit; the company will now seek admission of the bonds to trading in the alternative trading systems operated by the Warsaw Stock Exchange and by BondSpot (Catalyst). 

J.S. Hamilton Poland S.A. provides a range of professional services for industrial, commercial, transport, distribution, and storage operations, including laboratory analyses, analysis of environmental samples, technical inspections, and monitoring product quality.

The Gessel team was supervised by Partner Krzysztof Marczuk and included Trainee Advocate Przemyslaw Krzemieniecki and Lawyer Wojciech Nowosad. 

Gessel has announced that Marcin Macieszczak has assumed the responsibilities of Managing Partner at the firm.

Macieszczak joined Gessel in 1999. In January 2007, he became Partner and took over leadership of the firm’s M&A practice. 

According to Gessel, “in his new capacity as Managing Partner, Marcin Macieszczak will not only coordinate the work of our expanding M&A practice, but will also be charged with overall growth and management of the firm as a whole.”

Dr. Beata Gessel-Kalinowska vel Kalisz, the founder of the firm, has stepped down as Managing Partner to assume the role of Senior Partner, concentrating on her international arbitration practice and role as head of Gessel’s arbitration department.  

BSWW Legal & Tax has provided advisory services with respect to the issuance of secured series C bonds by i2 Development S.A. with a total face value of PLN 30 million.

i2 Development S.A. is a developer company listed on the Warsaw Stock Exchange. The bonds are secured with a guarantee granted by a subsidiary company and a subordination agreement.

Editor’s Note: After this article was published, BSWW informed CEE Legal Matters that it had “acted for the benefit of a fund Open Finance Obligacji Przedsiębiorstw Funduszu Inwestycyjnego Zamkniętego Aktywow Niepublicznych, managed by Credit Value Investments sp. z o.o.” According to BSWW, “i2 S.A. was represented by a legal department of the company. Bonds were offered through the brokerage house Q Securities S.A.”

Squire Patton Boggs has advised CEE consumer-focused private equity firm Resource Partners on its acquisition of a 70% stake in Polish cosmetics company Torf Corporation. Weil Gotshal & Manges advised selling Torf CEO Wojciech Piasecki and Director General Ryszard Guminski on the deal, which remains subject to standard regulatory approvals.

REEEP II will acquire 70% of Torf’s shares in the buyout, which marks the first buyout from the GP’s newest fund, Resource Eastern European Equity Partners II (REEEP II), which launched in 2016 and held a first close on EUR 100 million in late-December. Piasecki and Guminski will retain the balance. The duo will also remain in their positions and continue management of the business. 

Torf was founded by Polish-American Barbara Piasecka-Johnson, an heir to a Johnson & Johnson co-founder, and Professor Stanislaw Tolpa. According to Resource Partners co-founder Malgorzata Bobrowska-Jarzabek “the Johnson & Johnson connection had made Torf a well-recognized brand in Poland [and] the company had been on Resource Partners’ radar for some time, partly as a result of it. Where the family had not been ready to dispose of its controlling stake in the business before, once an exit process was initiated, Resource Partners joined the bidding.”

According to Squire Patton Boggs, “Resource Partners is one of the most active private equity investors in Central and Eastern Europe, specializing in consumer goods. Resource Partners manages funds provided by leading international financial institutions such as: Rabobank, European Bank for Reconstruction and Development, European Investment Fund, and ARDIAN. The deal was the first transaction led by Malgorzata Bobrowska-Jarzabek in her new capacity as partner. She was part of Resource Partners’ founding team and had been an investment director before her promotion. Prior to joining Resource Partners, she was an associate at The Carlyle Group.”

The Squire Patton Boggs team acting for Resource on the acquisition was led by Partner Michal Karwacki, who commented that “it was great to assist one of the most experienced PE teams on the Polish market in that challenging transaction regarding very attractive target. Many thanks to Resource for their trust in us.” Karwacki was supported by and included Partner Marcin Wnukowski, Of Counsel Pawel Magierowski, and Associates Katarzyna Witkowska-Pertkiewicz, Hubert Binkiewicz, Aleksandra Drozdz, and Rafal Kozerski.

The Weil Gotshal Manges team was led by Partner Piotr Tomaszewski and included Senior Associate Jacek Balicki and Associate Aleksandra Dobrzynska-Grezel. 

CMS Poland has advised the Brusikiewicz family on the sale of a 60% share in the Thai Wok restaurant chain, which has outlets in Warsaw, Poznan, Lodz, and Lublin, to the EBS group. The KI Komosa Imielowski firm advised the buyers on the deal.

The Brusikiewicz family, which founded the chain, plans to continue to manage the business. The share sale is part of a plan to develop the Thai Wok chain and add further restaurants in Poland, as well as to expand into new markets, including Czech Republic and Slovakia.

“A well planned and executed transaction can bring very specific benefits in terms of finding an investor, and thus new opportunities for development and financing a family business, while maintaining influence on the management of the company,” said CMS Partner Jakub Marcinkowski, who led the firm’s team on the deal. “We are increasingly seeing family businesses making such decisions. It is the result, on the one hand, of the growing scale and success of these businesses – and hence their plans for development on both local markets and abroad – and on the other hand, from the generational change which is currently taking place in Poland and the challenges associated with passing on a family business.”

Marcinkowski was supported by CMS Senior Associate Tomasz Waligorski. 

KI Komosa Imielowski did not reply to our inquiry on the deal. 

Kochanski Zieba & Partners (KZP) has announced that Aleksander Galos has joined the firm as Partner to head its Energy, Natural Resources & Chemicals practice and that Wojciech Wrochna has joined as Counsel and Head of the firm’s European Law and European Business Regulations practice. 

Aleksander Galos joins KZP from Polish energy company PGE EJ1 Sp. z o.o., where he was General Counsel, and where, according to KZP, “he held ultimate responsibility for all legal aspects of the construction of the first Polish nuclear power plant.”

Galos also spent many years in the Warsaw office of Hogan & Hartson (before the firm’s 2010 merger with Lovells and transformation into Hogan Lovells) and was Managing Partner at the time of his departure in 2007. He focused on PPP, project finance, infrastructure, energy, corporate, administrative and civil law, with a particular emphasis on contract law, public finance, public procurement, regulatory, offset, and anti-dumping matters. 

According to KZP, Galos’s experience includes, “among other things, projects involving the issuance of bonds and commercial paper in Poland, as well as project financing ventures in which he served as counsel to several of the largest multi-lateral financing institutions including IFC, World Bank, and EBRD. These projects were focused on local infrastructure in a number of Poland’s largest cities, including Krakow, Bydgoszcz, Szczecin, Wroclaw, Katowice, and Poznan.” He has also advised international military equipment producers and offset suppliers as well as one of the largest European motorway operators.

Previous positions include Director of the Office of the Head of the Council of Ministers and on the Management Board of Eko-Park S.A., a prominent real estate development company, as well as being a member of a number of supervisory boards including Polish and international banks.

Wojciech Wrochna specializes in European law with a particular emphasis on competition law, state aid and sector regulation issues as well as in investments, transactions, and advice to entities operating on the regulated markets. According to KZP, “he has worked in European institutions (including the European Court of Justice, and European Parliament) and government institutions (e.g. as an advisor to the Minister of Science and Higher Education). Wrochna has repeatedly represented the Government of Poland before the European Court of Justice in Luxembourg and the European Commission in matters concerning the violation of Poland’s obligations under EU law. He has also conducted proceedings for the European Commission regarding e.g. notification of aid projects, including projects co-financed by EU funds, and M&A transactions.”

According to KZP, “his experience in the regulated markets covers comprehensive advice to clients in the field of investments and transactions, obtaining financing (EU funds) and among others advice on LNG Terminal investment, cogeneration projects, RES, including wind farms, and broadband networks. He has also advised Polish energy company PGE EJ1 (PGE Group), concerning regulation of the energy sector, the power market, contracts for difference, EU law including public assistance issues. Currently, Wrochna also works as an expert for PSE S.A.” 

Piotr Kochanski, Managing Partner of Kochanski Zieba & Partners commented that, “We are very pleased to welcome both Aleksander and Wojciech to the Kochanski Zieba & Partners team. They are leading experts in terms of Energy, Natural Resources, Mining and Chemicals on the Polish legal market. They join with wide and in-depth experience. We believe that with Aleksander Galos as Partner and Head of that Sector Practice, and Wojciech Wrochna, in combining with Michal Bedkowski-Koziol (Partner and Head of Antimonopoly Law Practice), KZP caters to every aspect of the Energy, Natural Resources and Mining industry, including transactional or regulatory support. Moreover, Wojciech’s unique experience of EC institutions will be of huge value to Polish companies in their dealings with the different EC bodies. With their extensive and specialist backgrounds Aleksander and Wojciech also reinforce other sector practices such as Financial Services, Infrastructure & Construction, Real Estate, New Technologies & Telecommunications, and Defense & Aviation.”

Mrowiec Fialek and Partners has advised Matexi Polska Sp. o.o. – a company belonging to Belgium’s Holding Matexi development group – on its acquisition of unidentified real property in Warsaw.

Mrowiec Fialek and Partners reports that it “provided comprehensive advice on all aspects relating to structuring the transaction, due diligence, negotiating transaction documentation and closing of the transaction.” The firm’s team consisted of Partner Miroslaw Fialek, Senior Associates Anna Paszek and Pawel Cyganik, and Associate Malgorzata Banaszkiewicz.

Mrowiec Fialek did not reply to our inquiries about the property involved, the seller, or the seller’s counsel.

Soltysinski Kawecki & Szlezak has advised Eurocash S.A. in relation to the acquisition of 100% of the shares in the company Polska Dystrybucja Alkoholi sp. z o.o., which manages a wholesale outlet of alcoholic beverages. CMS advised the selling shareholders. 

The share purchase agreement was concluded on December 30, 2016, following the fulfilment of the President of the Consumer and Competition Protection Office’s condition that a warehouse for alcoholic beverages in Pabianice, owned by PDA, be excluded from the planned transaction.

According to SK&S, the scope of its advice, “covered all aspects of the transaction, including a legal audit of the companies, negotiation of the transaction and financial documentation, representation in proceedings before the President of the Competition and Consumer Protection Office, [and] assistance in fulfilling the condition imposed by the President of the Competition and Consumer Protection Office, as well as assistance in the signing of a preliminary agreement promise agreement [and] the remaining agreements related to the transaction.”

Polska Dystrybucja Alkoholi – since November known as Janton Dystrybucja – was established in 2002 and distributes alcoholic beverages. Eurocash is the largest Polish group dedicated to the wholesale distribution of food products, household chemicals, alcohol and tobacco products. The company has been listed on the Warsaw Stock Exchange since 2005. As announced by Eurocash Group, the acquisition of PDA “is yet another element of the Group’s acquisition policy” and “enables the further development of Eurocash Group in the segment of alcohol distribution as well as a potential revenue growth.”

The SK&S team consisted of Professor Andrzej Szlezak, Partner Slawomir Uss, Senior Counsel Witold Kurek, Senior Associate Leszek Małecki, Attorney Agnieszka Skowronek, Associate Anna Plebanek, and Trainee Edyta Prociak. Antimonopoly issues were handled by Partner Krzysztof Kanton and Senior Counsel Jaroslaw Lukawski.

The CMS team was led by Partner Marek Sawicki. 

Mrowiec Fialek and Partners has advised Krakow-based Fabryka Pizzy sp. z o.o. on an investment agreement with restaurant company Sfinks Polska S.A.

According to Mrowiec Fialek, “the aim of the transaction is to develop franchised restaurants business under [the] ‘Fabryka Pizzy’ brand, and ultimately, [to sell the] shares of Fabryka Pizzy sp. z o.o. to Sfinks Polska S.A.”

The Mrowiec Fialek and Partners team consisted of Partner Mirosław Fialek, Senior Associates Anna Pawluk-Grau and Pawel Cyganik, and Associate Małgorzata Banaszkiewicz.

Image Source: fabrykapizzy.pl

The partners of Soltysinski Kawecki & Szlezak have announced that Robert Gawalkiewicz has been elected the new Managing Partner of the firm. In assuming his new role on January 1, 2017, Gawalkiewicz replaced the outgoing Managing Partner Rudolf Ostrihansky.

According to SK&S, Gawalkiewicz has been with the firm since 1994, and he became a Partner in 2000. He heads the SK&S team handling corporate transactions in both Poland and Germany and specializes in commercial law, company law, and M&A with specific expertise in domestic and international trade, company transactions, and company restructuring. He is an arbitrator at the Arbitration Court at the Polish Chamber of Commerce, and represents clients in court disputes and arbitration matters.