Category: Poland

The Warsaw office of Greenberg Traurig has advised Venture Fundusz Inwestycyjny Zamkniety, managed by TFI Trigon S.A., in connection with the acquisition of a non-controlling stake in U.S.-based Seed Labs Inc., which is involved in the development of an end-to-end smart lighting platform using new transmission protocols.

The investment took the form of an acquisition of newly issued Series A Preferred Shares of the Common Stock and certain outstanding convertible notes converted into Series A Preferred Shares of the Common Stock at the closing of the initial equity investment.

The GT multinational team was led by Partner Rafal Sienski and Philadelphia-based Partner David Gitlin, supported by Warsaw-based Associate Mateusz Zalenski. London-based Partner Stephen Horvath advised on the structural issues and Delaware-based Partner Kelly Terribile – supported by Associate Justin Mann – advised on Delaware corporate law aspects of the transaction. London-based Of Counsel Godric Shoesmith advised on US securities laws, and Warsaw-based Partner Michal Fereniec supervised the legal due diligence review of Krakow-based Seed Labs sp. z o.o. 

White & Case has advised Societe Generale as global coordinator, lead co-arranger, and dealer, Deutsche Bank, J.P. Morgan, and PKO Bank Polski as co-arrangers and dealers, and Landesbank Baden-Wurttemberg as dealer, on the establishment by PKO Bank Hipoteczny S.A., a subsidiary of PKO Bank Polski, of a EUR 4 billion international covered bond issuance program, and the issue of EUR 500 million covered bonds thereunder.

This is the first international program for the issuance of mortgage bonds under Polish law, as well as the first issue of Polish covered bonds on the international markets.

“We devised an innovative structure for covered bonds issued under the new Polish covered bond legislation,” said Warsaw-based White & Case Partner Marcin Studniarek, who co-led the firm’s deal team. “It allows PKO Bank Hipoteczny to issue covered bonds beyond the Polish market with direct access to the international clearing houses in a manner which allows them to be European Central Bank eligible.”

The program was approved by the Commission de Surveillance du Secteur Financier in Luxembourg on September 28, 2016. The minimum denomination of mortgage bonds is EUR 100,000 and they can be issued under the program in any currency. Under the program, PKO Bank Hipoteczny issued EUR 500 million covered bonds, due June 24, 2022, on October 24, 2016. The terms and conditions of the covered bonds provide for listing of the first issue of on the Luxembourg and Warsaw stock exchanges.

The White & Case team advising on the transaction was co-led by Partners Marcin Studniarek (in Warsaw), David Barwise (in Singapore), and Jochen Artzinger-Bolten (in Frankfurt), with support from Warsaw-based Counsel Bartosz Smardzewski and Associates Michał Jadwisiak and Katarzyna Grodziewicz and London-based Associate Eduardo Barrachina.

Image Source: media.pkobp.pl

Kochanski Zieba & Partners has advised Echo Polska Properties N.V. on its acquisition of seven office buildings with almost 112,000 square meters of total gross leasing area from Echo Investment S.A. The sellers were advised by Weil Gotshal & Manges. The total value of the sale amounts to almost EUR 265 million. 

The sold properties are the O3 Business Campus in Cracow (Phase I, II and III), Tryton Business House in Gdannsk, A4 Business Park in Katowice (Phase III), and Symetris Business Park in Lodz (Phase I and II). Closure of the deal is conditional on the satisfaction of certain conditions, including full completion of the developments and full commercialization of the buildings.

The sales are part of Echo Polska Properties’ execution of its right of first offer to purchase ten properties developed by Echo Investment. According to KZP, the Tryton, O3 Phase I, A4 Business Park III, and Symetris I buildings are ready while the completion of O3 Phase II and Symetris II is planned for the end of the year, and O3 phase III will be ready in 2017. 

Echo Polska Properties is a real estate investment fund that follows the REIT formula and invests in commercial office, retail, and industrial properties throughout Poland. The company, established by Echo Investment S.A. and Redefine Properties of South Africa, is publicly traded on exchanges in Luxembourg and Johannesburg. Its current portfolio that includes six office and ten retail projects totaling 446,400 square meters of gross leasing area, located in eleven major cities across Poland.

The KZP team was led by Partner Kamil Osinski and Senior Associate Andrzej Zajac and included Partner Szymon Galkowski, Senior Associate Klaudia Szymannska-Rutkowska, Associates Marcin Rzysko and Katarzyna Kroolikiewicz, and Junior Lawyer Malwina Stajniak.

“We are very pleased to have been able to work on this exciting transaction with Echo Polska Properties. It has been a good year for real estate in Poland,” said Kamil Osinski. “As a firm we have worked on EUR 1.8 billion of commercial real estate transactions so far this year. Putting that into context, the first half of 2016 has seen EUR 2 billion invested in the Polish commercial property market according to CBRE. Based on this figure and assuming a monthly value of the transaction market being EUR 330 million, you could say that Kochanski Zieba & Partners’ Real Estate Sector Practice has worked on almost 50% of Polish commercial real estate transactions so far this year.”

The Weil team consisted of Partner Pawel Zdrort and Associates Filip Uzieblo, Piotr Fedorowicz, Tomasz Bakowski, and Karolina Janus. 

Image Source: o3businesscampus.com.pl

White & Case has won an arbitration award for Indian investor Flemingo DutyFree, part of the international duty-free retail group the Flemingo Group, in a case brought against Poland under the India-Poland Bilateral Investment Treaty (BIT).

White & Case reported that “the award provides an important new authority on the question of attribution to states of the wrongful acts of state-owned entities, which are state ‘organs’ under international law, even where they are deemed to be separate legal entities under domestic law.”

According to a summary of the dispute provided by White & Case, in 2010, the Flemingo Group acquired a troubled Polish duty-free operator, BH Travel, along with BH Travel’s fixed-term leases with PPL, Poland’s state-owned airport authority, for duty-free stores at Warsaw’s Chopin Airport. Within two years of the acquisition, the Flemingo Group had turned around BH Travel’s business and established a profitable presence at Chopin Airport.

In early 2012, the Polish State took a series of steps to evict BH Travel from Chopin Airport permanently and without compensation. BH Travel’s leases stood in the way of PPL’s plans to implement a modernisation project at the airport, under a schedule required in order for PPL to obtain EU financing for the project. PPL purported to terminate all of BH Travel’s leases on hyper-technical and pretextual grounds, requested that Polish customs officials seal BH Travel’s premises and procured an order to evict BH Travel from the airport.

Flemingo DutyFree launched arbitration against Poland under the India-Poland BIT in March 2014. The tribunal consisted of Professor Hans van Houtte (President), John Townsend and Dr Wolfgang Kuhn.

In its Award of August 12, 2016 (released for publication on  October 26, 2016), the tribunal found in favor of Flemingo DutyFree, holding that Poland had expropriated Flemingo DutyFree’s investment without compensation, and that Poland had failed to accord it fair and equitable treatment, in breach of the obligations under the BIT. As the tribunal put it, the leases were “annihilated by acts of PPL”. The tribunal ordered Poland to pay compensation and costs of over EUR 20 million.

In so ruling, the tribunal found that Poland was responsible for the internationally wrongful acts of PPL. Rejecting Poland’s argument that the status of PPL should be determined by Polish law, the tribunal conducted the analysis under international law. On the evidence presented by Flemingo DutyFree, the tribunal found that PPL was a de facto state “organ” within the meaning of Article 4 of the International Law Commission Articles on State Responsibility (ILC Articles). The tribunal also held that, even if that finding were wrong, Poland would be responsible under Article 5 of the ILC Articles, since the claims arose from PPL’s exercise of delegated governmental authority.

The White & Case team in Paris which acted for Flemingo DutyFree consisted of Partner John Willems and Associates Noor Davies, Hinda Rabkin, Tom Cameron, and Samy Markbaoui. Piotr Staron, Ignacy Janas and Marta Cichomska, all based in Warsaw, acted as co-counsel for Flemingo DutyFree. 

Gessel has advised the Raya Corporation during its indirect acquisition of stock in Makarony Polskie S.A. via an acquisition of Madova Sp. z o.o. from Bewa Sp. z o.o. The Lempicka Mincewicz Scibor Gorska law firm advised Bewa on the deal.

According to Gessel, “as a result of this transaction Raya Corporation extended its commitment to the Polish market beyond the activities of a contact center.”

Gessel describes the Raya Corporation as “one of the largest corporations in Egypt, listed on the Egyptian Exchange (EGX).” According to the firm, Raya operates in the IT, data centre, centre outsourcing, contact centre, social media, market, food, and transport sectors. Raya Corporation is also present in Saudi Arabia, Qatar, the United Arab Emirates, Nigeria, and Poland.

In this instance, Gessel reports that it “collaborated with the investment advisor of the company H88 S.A. – PWC M&A Advisory.”

The Gessel team was led by Partner Marcin Macieszczak, working with advocate Karol Sokol and trainee Bartlomiej Wozniak. Due diligence of Makarony Polskie S.A. was led by Gessel Managing Associate Michal Boryczka.

Lempicka Mincewicz Scibor Gorska did not reply to our inquiries on the matter.

BSWW Legal & Tax has represented the global real estate consultancy Savills in its lease of new headquarters in the Q22 office tower in Warsaw from Echo Investment.

Savills has an international network of over 700 offices and representatives in the Americas, UK, Europe, Africa, Asia Pacific, and the Middle East. Its new headquarters will be the entire 30th floor of the Q22 building, covering an area of 1,079 square meters. The move-in is expected to take place in March 2017.

Other tenants of the building include Deloitte, Columbus, White & Case, Griffin Real Estate, Echo Investment, Linklaters, Citi Gold, Vestor DM, Puro Hotels, Agus, Allegro, William Demant, Boston Scientific, Linklaters SSC, and Omnioffice.

The BSWW team was led by Partner Alicja Soltyszewska.

Image Source: skyscrapercenter.com

Clifford Chance has advised on a joint venture investment of White Star Real Estate and Europa Capital related to the acquisition of the Plac Malachowskiego office building in central Warsaw, from Kulczyk Silverstein Properties, which purchased the property in 2012 from Hochtief Development Poland. Dentons advised Kulczyk Silverstein Properties (KSP) on the deal, with Baker & McKenzie advising Hochtief Development.

Plac Malachowskiego is a recently redeveloped 18,000 square meter office building close to Saski Gardens and Plac Pilsudskiego, between Warsaw’s central business district and the old town. The property is partially leased and tenants include international law firm K&L Gates, global private equity firm CVC Capital Partners, and a number of boutique retailers and a restaurant.

Europa and White Star have formed a joint venture for the purposes of the investment, with White Star providing local asset and property management services for the project.

According to a Europa Capital press release, Europa — a real estate fund management group operating across Europe – “[adds] value through risk-based acquisition strategies and active asset management on behalf of its investors.” Since 1995, Europa Capital has collectively raised 9 real estate funds and committed to over 90 transactions, totalling some EUR 9.0 billion across 19 European countries.

White Star Real Estate is the real estate arm of White Star Group, a holding company established to provide real estate management services and to make real estate and private equity investments primarily in Central and Eastern Europe. White Star has been active in Central and Eastern Europe since 1997, leading the completion of over 50 development projects throughout the region.

Robert Martin, Principal and Head of Central Europe at Europa, commented on the deal: “This is an exceptionally well developed office asset which offers tenants something different from the Warsaw norm. Amid an office market in oversupply, finding such special properties, and acquiring from motivated sellers, are of interest to Europa.”

Brian Patterson, Founder of White Star Real Estate, commented: “We are pleased to have identified and invested alongside Europa in the exciting opportunity presented by Plac Malachowskiego. This addition of a high-quality standing asset complements the WSRE development portfolio across Central Europe, and our asset and property management portfolio.”

The Clifford Chance Warsaw team was supervised by real estate Partner Daniel Kopania. Other core team members included Counsel Krzysztof Hajdamowicz, Associates Magdalena Lazewska and Katarzyna Perkowska, and Trainee Aleksandra Wlaszczuk.

The Dentons team advising KSP was led by Partner Pawel Debowski, Chairman of Dentons` European Real Estate Group, and Counsel Agnieszka Nagorska.

Image Source: greenbuildinginfo.eu

A prospectus drafted by SSW for PlayWay S.A. has been approved by the Polish Financial Supervision Authority.

PlayWay is a producer and publisher of computer and mobile games marketed both in Poland and abroad. SSW reports that, to date, the company and its subsidiaries have produced and published over 40 games, 15 million copies of which have been sold or were downloaded around the world. According to SSW, “owing to a large number of publications, the group is building its position in multiple segments of the games market, both for mobile applications as well as PC and Mac computers. Simulators are one of the key types of the games produced by the group, including the subsequent editions of the flagship title of the company: Car Mechanic Simulator. Currently, the group is working on the development of over 60 new game titles and extensions, and in 2017 it is planning to enter a new segment of the games market and launch its first productions for PlayStation and Xbox consoles.”

The SSW capital markets team was led by Partner Szymon Okon, supported by Katarzyna Dymel. The firm reports that PlayWay plan to make its debut on the Warsaw Stock Exchange “in the near future.”

Gessel has advised Mezzanine Capital Partners on its EUR 15 million investment in the MBL manufacturer of rehabilitation equipment components.

The investment — which Gessel reports consisted partly of debt financing and partly of the acquisition of equity in the companies of the group — was entirely financed by the AMC-III fund, managed by Mezzanine Capital Partners. The proceeds from the financing will be used for further expansion and development of new MBL products.

The Gessel team was led by Partner Margaret Badowska and involved counsel Thomas Maslak and trainee Krzysztof Jasinski. 

Dentons has advised Liberty Global, the world’s largest international TV and broadband company, on the acquisition — made through its Polish unit UPC Polska — of Multimedia Polska, Poland’s number three cable operator. Radzikowski, Szubielska i Wspolnicy advised the sellers on the transaction.

According to Dentons, Multimedia Polska has “1.6 million homes passed, mainly through its hybrid fiber-coaxial cable network, serving 832,000 unique customers who subscribed to 1.4 million subscription services consisting of 643,000 video, 493,000 broadband and 254,000 telephony RGUs.” The firm reports that “as of June 30, 2016, UPC Poland passed 3.1 million homes, or around 20% total households in Poland, serving 1.4 million unique customers who subscribed to 2.9 million cable subscription services. As a result of the combination, UPC Polska will have a subscriber base of 2.2 million, comprising approximately 50% of the Polish cable market. Multimedia Polska recently reported revenue growth of 4.3% for the first half of 2016, with sales of EUR 84.2 million for the first six months of the year, boosted by sales figures in additional services such as electricity and gas supply.”

“Dentons is proud to have advised on this major media acquisition in Central and Eastern Europe,” commented Rob Irving, Co-chair of the Dentons global Private Equity Group, who co-led the transaction with Igor Ostrowski, Partner in Dentons’ Warsaw office and Head of the Dentons Technology, Media and Telecommunications sector group in Europe. “This deal represents a strategic move in CEE by one of the top multinational players in the sector. Such significant transactions showcase our strengths in cross-border M&A, as well as our capabilities to help international businesses expand in these important growth markets.”

“Consolidation and modernization are significant trends in the Polish cable market, and we are very pleased to be facilitating these processes,” added Igor Ostrowski. “Our deep understanding of the Polish market and the entire CEE region is key to our delivery of services that facilitate expansion by the major international groups in the technology and media sector.”

Mike Fries, CEO of Liberty Global, commented, “This acquisition will significantly increase our scale in Poland, where we are already the largest cable operator. It will also enhance our ability to invest in cutting-edge products and services for Polish consumers and businesses that will help drive organic growth across our enlarged footprint of over four million premises. Upon closing of the transaction, we will begin upgrading the Multimedia Polska network, after which Multimedia Polska’s customers will be able to enjoy superfast broadband speeds and our next-generation video service Horizon TV. Alongside our ongoing and extensive new build program across the Central and Eastern European region, we’re proud to continue our investment in state-of-the-art broadband networks, which represent the core infrastructure of our age in markets around the world.”

Ostrowski and Irving were supported by Dentons Partners Paweł Grabowski (in Warsaw) and Chris Watkinson (in Budapest/Prague). 

The Radzikowski, Szubielska i Wspolnicy team was led by Partner Gabriel Wujek, assisted by Partners Dariusz Michalski and Agnieszka Piasecka. 

Image Source: libertyglobal.com