Category: Poland

Kochanski Zieba & Partners has advised Echo Polska Properties N.V. (EPP) — a leading fund operating as a REIT — and Echo Investment S.A., the largest Polish developer, on their joint agreement to buy a real property at ul. Towarowa 22 in Warsaw from Griffin Real Estate group, Poland’s leading real estate fund, and to jointly execute an investment project on the property. Echo Investment S.A. was represented by Weil Gotshal & Manges, while Griffin Real Estate was supported by Hogan Lovells.

According to KZP, “the buyers will pay a total price of up to EUR 120 million, EUR 78 million of which will be paid upon signing of the final sale agreement, while the remaining amount will be paid after certain binding planning conditions are met.”

The transaction is conditional on the satisfaction of certain conditions, including the obtaining of consent from Poland’s anti-monopoly office.

Towarowa 22 consists of a number of plots acquired in a series of five transactions. KZP describes the property as “the largest commercial area located in the center of Warsaw, with a total area of about 6.5 hectares and a development capacity of over 100,000 square meters of GLA.”

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. EPP, established by Echo Investment S.A. and Redefine Properties of South Africa, is publicly traded on exchanges in Luxembourg and Johannesburg. According to KZP, “with a current portfolio that includes six office and ten retail projects totaling 446,400 square meters of GLA, its initial portfolio is highly diversified: the buildings are located in eleven major cities across the country characterized by their strong economies and purchasing power as well as their ability to attract international investment interests. The goal of EPP is to create Poland’s leading, cash-generating platform of well-performing retail, office and warehouse assets that will deliver consistently high returns to its shareholders.”

The Kochanski Zieba & Partners team was led by Andrzej Zajac and included Kamil Osinski, Marcin Rzysko, Aleksandra Polak, Szymon Galkowski, Edyta Rekawek, and Klaudia Szymanska-Rutkowska.

Previously, KZP, acting as Polish counsel, advised Redefine Properties Limited on its acquisition of a majority stake in Echo Prime Properties B.V. (as reported by CEE Legal Matters on March 2, 2016). “Having represented Redefine Properties on the EUR 1.2 billion transaction that formed Echo Polska Properties earlier in the year, it is very pleasing to have been retained by EPP on this excellent real estate transaction,” commented Rafal Zieba, KZP Co-Managing Partner, referring to the Towarowa 22 acquisition.

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

The Hogan Lovells team was led by Partner Jolanta Nowakowska-Zimoch, supported by Zuzanna Bafia.

Clifford Chance Warsaw has advised Bank Zachodni WBK S.A. (BZ WBK) and ING Bank Slaski S.A. (ING) on the financing of the acquisition of the Krosno S.A. glasswork in liquidation bankruptcy by Krosno Glass sp. z o.o., a Warsaw company set up by Coast2Coast Capital, an investment fund from the Republic of South Africa. Dentons advised Coast2Coast on the financing, with Deloitte Legal advising it on the actual M&A, valued at over EUR 27.5 million.

Clifford Chance reports that the transaction was widely publicized in both local and national media in Poland, “because it related to Krosno S.A., one the oldest and most famous glassworks in Poland, established in 1923 in Krosno, a town and county in the Subcarpathian region of Poland. The company – being formerly one the major global glass producer – prides itself on traditional manual glass forming, offering a wide range of products from fine glasses to large bowls. The mechanically formed table glassware is also an important part of the company’s product range. The glassware manufactured by the Krosno S.A. glassworks combines unique patterns, excellent workmanship, and state-of-the-art technologies. In the first decade of the 21st century, mainly due to the situation on the global glass market and falling glass prices Krosno S.A. started to lose financial liquidity. In 2009 Krosno S.A. was delisted from the Warsaw Stock Exchange and since then is a company in liquidation.”

Clifford Chance advised BZ WBK and ING on “the term loans to be provided for the acquisition of an organized part of Krosno from the bankruptcy administrator by Krosno Glass sp. z o.o., a BidCo established by Coast2Coast.” The firm’s team was supervised by Partner Andrzej Stosio and led by Counsel Irena Floras-Goode. Other core team members included Counsel Milosz Golab, who specialized on restructuring issues, and Senior Associate Katarzyna Jakubiak, focusing on acquisition finance aspects. The team also included the Associates Anna Miernik, Mateusz Chmura, Pawel Dlugoborski, and Piotr Weclawowicz from the office’s Banking & Finance Department as well as Senior Associates Pawel Pogorzelski and Justyna Blazejczyk and Junior Associate Monika Szczotkowska from the office’s Litigation & Dispute Resolution Department.

The Dentons team advising Coast2Coast on the transaction was led by Partners Piotr Dulewicz and Michal Mezykowski and included Senior Associates Martyna Markiewicz and Michal Wasiak, Counsel Michal Smiechowski and Marek Trzos-Rastawiecki, and Associate Tomasz Balawajder.

The Deloitte Legal team advising Coast2Coast on the acquisition of Krosno assets from the bankruptcy receiver was led by Partners Jan Jarmul and Pawel Moskwa.

DJBW Danilowicz Jurcewicz Biedecki i Wspolnicy has advised Vivid Games S.A. on the process of the company’s admission and introduction of shares to trading on the regulated market operated by the Warsaw Stock Exchange. 

Vivid Games is a developer and publisher of mobile games for smartphones and tablets. 

For the purpose of the project, DJBW represented Vivid Games in proceedings before the Polish Financial Supervision Authority regarding approval of the issue prospectus of the company. The shares introduced to trading included: (i) 16,500,000 series A shares; (ii) 8,800,000 series B shares; (iii) 296,465 series C shares; (iv) 2,000,000 series D shares; and (v) 349,000 series E shares, with a nominal value of PLN 0.10 each.

The DJBW team was led by Partner Ludomir Biedecki, supported by Advocate Artur Kloc.

Allen & Overy has advised PKO Bank Hipoteczny on its establishment of a EUR 4 billion international mortgage covered bonds program — the first international mortgage covered bonds program to be established by a Polish mortgage bank.

The Allen & Overy team was led by Partner Piotr Lesinski, supported by London-based Partner Philip Smith, Warsaw-based Counsel Bartosz Jagodzinski, Senior Associate Lukasz Walczyna, London-based Senior Associate Richard Cohen, and Associates Mateusz Chodosz and Pawel Zdanowicz.

Piotr Lesinski commented that: “We congratulate PKO Bank Hipoteczny on such an innovative project. I am proud that we could be a part of it.”

Chajec, Don-Siemion & Zyto has advised two funds managed by TFI Capital Partners S.A. (a subsidiary of Capital Partners S.A.) — CP Closed Investment Fund (with the CP Private Equity and CP Absolute Return sub-funds) and Capital Partners Investment I FIZ. — on assuming shares in Orbitvu Sp. z o.o. Werner & Partners advised the sellers on the deal.

Orbitvu Sp. z o.o. is the holding company in a group consisting of companies based in the United Kingdom and Germany, and Chajec, Don-Siemon & Zyto (CDZ) describes it as “the global leader in technological innovations in automated 2D, 3D and 360° product photography and the ways it is used in business processes and effective product communication.” The funds assumed shares in the company’s increased capital in exchange for cash that will be used to develop the company’s products and services related to design, manufacturing, and sales of equipment and IT solutions for object photography, and to extend the company’s sales network. 

The transaction was coordinated by CDZ Partner Maciej Kotlicki, assisted by Associate Malgorzata Sas-Madej. 

Greenberg Traurig has advised Rockcastle Global Real Estate, a property company specializing in retail centers in Central and Eastern Europe, on the acquisition of Krakow’s Bonarka City Center from TriGranit (TPG). Dentons advised TriGranit on the transaction, which was valued at EUR 361 million, making it the largest single property transaction in Poland in 2016.

Bonarka City Center — which covers approximately 91,000 square meters and consists of 270 units and more than 30 restaurants — opened in November 2009. It is located in the Podgorze district of Krakow, between Kamienskiego and Puszkarska streets. The facility also includes 3,200 parking spaces.

Rockcastle is a listed entity with current market capitalization of USD 2 billion. Its investments include global real estate securities and a portfolio of direct property assets, including commercial property development projects, existing properties, and real estate companies. 

The Greenberg Traurig team was led by Partner Agnieszka Stankiewicz and Local Partner Magdalena Zyczkowska-Jozwiak, who was supported on the legal due diligence by Associates Milena Medrzycka, Anna Szczepankowska, Agnieszka Gul-Czajkowska, Dobrosław Plaska, Karol Lewandowski, and Michał Niecko.

The Dentons team was led by Partner Elzbieta Lis.

CMS is reporting that it has been chosen by the Warsaw Stock Exchange as its legal advisor for a long-term bond issue designed to repurchase series A and B floating interest rate bonds scheduled to expire on January 2, 2017.

The new issue will be a public offering with a nominal value of PLN 120 million. 

The WSW has also created a consortium of banks for the project, including Bank Pekao SA and Bank Handlowy in Warsaw SA. 

Gessel has advised Polska Grupa Odlewnicza (the Polish Foundry Group) in Katowice on the issue of A1 series bonds worth PLN 42.2 million, issued under the bond issue program to the amount of PLN 100 million. 

The bonds debuted on the Catalyst market (and in the alternative trading system operated by the WSE and BondSpot S.A.) on September 14, 2016. The debut marked the 14th on the market this year, and PGO becomes the 182nd company listed on Catalyst.

According to Gessel, PGO — one of Poland’s largest metallurgical companies — consists of Odlewnia Zeliwa “Srem”, Pioma-Odlewnia, and Kuznia “Glinik”. It is a manufacturer of iron and steel castings as well as matrix forgings and open-die forgings, and, according to the firm, “it offers products that meet high standards and European norms, which it directs to the domestic market and abroad.”

PGO stock is traded on a regulated market (parallel market) of the Warsaw Stock Exchange.

The Gessel team was headed by Partner Malgorzata Badowska, supported by Trainee Przemyslaw Krzemieniecki. 

Crido Legal has advised the Plaza Centers Group on negotiating the debt restructuring documentation of a company from the group’s portfolio that owned the Zgorzelec Plaza Shopping Center, one step of which involved the sale of 100% of its shares in the shopping center to Equity House Sp. z o.o. Dentons advised Bank Zachodni WBK S.A. on the deal. 

According to Crido Legal, “Plaza Centers N.V. is a developer of shopping and entertainment centers, focusing on quickly developing markets in Central and Eastern Europe. Plaza Centers has completed 33 development projects so far, including 10 in Poland.”

The Crido Legal team was supervised by Partner Jakub Ziolek and led by Legal Advisor Mateusz Baran and Advocate Piotr Plesinski.

The Dentons team was supervised by Partner Mateusz Toczyski and led by Counsel Krzysztof Kazmierczyk.

Image Source: www.zgorzelec-plaza.pl

Greenberg Traurig has announced that Anna Halas-Krawczyk has joined the firm as Of Counsel and Head of the Labor Law Practice in Poland.

Halas-Krawczyk specializes in labor law and management contracts, commercial law, and civil law. She is the former head of the Labor Law Practice at the Warsaw Office of Clifford Chance, where she worked for 16 years. 

“We are very pleased that Anna Halas-Krawczyk has joined our team,” said Greenberg Traurig Poland Managing Partner Jaroslaw Grzesiak. “She is an excellent and respected labor law expert and her presence will significantly strengthen the versatility of our services.”

“We have recently expanded our Real Estate Practice, as well as our Dispute Resolution and M&A departments,” said Lejb Fogelman, Senior Partner and Head of the Mergers and Acquisitions practice of Greenberg Traurig in Poland. “We are still expanding and Anna Halas Krawczyk as the Head of the Labor Law Practice will be an important addition to our development strategy.”