Category: Poland

Domanski Zakrzewski Palinka has advised Korona Pomorska on the acquisition of Ozen Plus from Skystone Capital (formerly BBI Zeneris).

Ozen Plus runs — in Walcz — an “innovative” charcoal plant, which it calls “undoubtedly the most modern factory of this type in Europe.”  

The transaction was accompanied by a restructuring of the debts of both Ozen and Skystone, which DZP claims “greatly increased the degree of complexity and the length of the process.” The acquisition price was PLN 28 million.

The DZP team consisted of Partners Bartosz Marcinkowski, Magdalena Skowronska, and Joanna Wierzejska, Counsels Zofia Bielecka and Maciej Goszczyk, and Associates Agata Kudelska and Tomasz Kalicki. The project was supervised by Managing Partner Krzysztof Zakrzewski.

Gide has announced that it advised KGHM Polska Miedz on another major financing project, following less than a month after the the world’s leading copper producer had entered into a USD 2.5 billion investment loan agreement with a consortium of Polish and international banks (reported on by CEE Legal Matters on July 16, 2014 and July 21, 2014).

The new agreement involves a 12-year unsecured loan for PLN 2 billion (approximately USD 640 million) from the European Investment Bank, which KGHM intends to use to finance the costs of modernizing smelter installations and extend the “Zelazny Most” waste incineration facility. According to Gide, “KGHM states that this is the next step towards consolidating financing for the KGHM Capital Group’s strategic investments.”

As in the previous deal, Gide’s team consisted of Partners Dariusz Tokarczuk and Pawel Grzeskowiak and Associate Marta Karminska.

Studnicki Pleszka Cwiakalski Gorski has advised PGNiG during the process of a carve-out from the company of its retail gas trade unit and its in-kind contribution to the company PGNiG Obrot Detaliczny, which took over activity in the retail gas trade from PGNiG on August 1, 2014.  

SPCG reports that its advice during the process included preparing the documents required to executed the capital increase of PGNiG Obrot Detaliczny and the agreement of in-kind contribution from PGNiG into the company, as well as preparing legal memoranda concerning selected legal aspects relating to the capital increase of the company and the in-kind contribution.

The SPCG team was led by Partner Agnieszka Soja, assisted by Partners Slawomir Dudzik and Marcin Koper, and Associates Lukasz Przyborowski, Pawel Wec, and Ewa Krzemien.

White & Case has advised Play Topco, the indirect shareholder of Polish mobile telecoms operator P4 Sp. Z o.o., on its EUR 415 million senior PIK toggle notes offering.

P4 Sp. Z o.o., which trades as Play, is a portfolio company co-owned by Olympia Development and the London-based investment firm Novator. The proceeds of the transaction have been distributed to shareholders.

“We are pleased to have advised Play Topco S.A. on this important and strategic transaction,” said White & Case Partner Ian Bagshaw. “As the appetite for good credits in Europe’s bond markets remains high the successful completion of this transaction demonstrates that PIK toggle bonds remain a viable option for capital raising.”

The cross-border team from White & Case advising Play Topco was led by Partners Jill Concannon, Rob Mathews, and Ian Bagshaw in London, assisted by Warsaw-based Partner Marcin Studniarek and Local Partner Daniel Kaczorowski, London-based Associates Nicole Vella, James Greene, Nicola Sole, Robert Hutton, and Nilima Shah, and Warsaw-based Associates Rafal Kaminski, Marta Osowska, and Magdalena Zmyslowska.

This is the second transaction on which White & Case has supported Play and its affiliates this year, as it advised on the organization’s inaugural EUR 870 million and PLN 130 million dual-tranche high yield bond issue and entry into a new super senior revolving credit facility in February.

Dentons has advised Hines Poland Sustainable Income Fund on the acquisition of the Ambassador office building in Warsaw from Kronos Real Estate. The acquisition is HPSIF’s first.

According to Dentons, the class A 11-floor building is “located in the rapidly developing business district of Mokotow, was constructed in March 2013, and was the first completed investment of Kronos in Poland.” The firm also reported that the building has 14,900 square meters of office space and 1,000 square meters of retail space. It is currently undergoing BREEAM assessment.

Hines Poland will act as asset and property manager of the building and connected properties.

The Dentons team was led by Partner Pawel Debowski, assisted by Senior Associate Bartlomiej Kordeczka and Associate Martyna Racz-Suchocka. 

Michal Roguski has been named the new Head of Legal at the Generali Group in Poland.

   

Michal Roguski

In his new role — which began on July 1, 2014 — he oversees the legal operations of the four Group companies: the Generali Non Life and Generali Life insurance companies, Generali Finance, and the Generali Pension Fund.

Roguski was promoted from within, as he has worked with the Generali Group since moving over from Bank BPH (GE Capital) in July, 2011. He reports being “pleasantly surprised by the decision of the Management Board,” as he was unaware they were considering him for the position, but excited about facing “this great and extremely interesting challenge.”

Norton Rose Fulbright has confirmed that it advised CEE Equity Partners in its acquisition — through a special purpose vehicle — of a minority stake in Polish Energy Partners (PEP).

PEP is the biggest Polish private power company, and is, according to a Norton Rose Fulbright press release, “one of the leaders in the field of renewable energy-based power projects.” The value of the transaction was PLN 240 million (approx. EUR 60 million). 

CEE Equity Partners is a private equity fund established by China Exim Bank in partnership with other institutional investors from the CEE region to capitalize on investment opportunities in the infrastructure, energy, telecom and new technology sectors in CEE countries. 

Norton Rose Fulbright’s Warsaw team on the transaction was led by Private Equity Partner Pawel Bajno and Energy Partner Rafal Hajduk. As previously reported, PEP was represented by lawyers from Baker & McKenzie. 

Domanski Zakrzewski Palinka has announced that on July 29 the European Commission gave final approval to PLL LOT’s Restructuring Plan, thereby concluding that state aid granted to the company was compliant with EU law. This decision ends formal proceedings against the Polish carrier. 

DZP’s Infrastructure and Energy Practice advised PLL LOT in proceedings for obtaining approval of the Plan from the European Commission. In May 2013 the European Commission approved state aid of PLN 400 million for the airline, finding that aid aimed at rescuing undertakings in economic difficulties was in line with the EU rules. 

According to a DZP press release, Tuesday’s decision will enable the carrier to continue the Plan until October 2015.

The DZP team advising PLL LOT included Partner Marcin Krakowiak, Senior Associates Anna Glapa and Agata Kudelska, and Irena Filipowicz.

Baker & McKenzie has advised on the merger of the energy companies owned by Kulczyk Investment under the umbrella of Polish Energy Partners (PEP), a company listed on the Warsaw Stock Exchange.

   

Jan Kulczyk (www.kulczykinvestments.com)

According to a firm press release, Baker & McKenzie’s involvement for Polish Energy Partners included: “support in the development of the transaction strategy; assistance in preparing Polenergia Holding, another company owned by Kulczyk Investment, to be integrated into PEP (through an in-kind contribution); and obtaining corporate approvals in PEP.

According to Baker & McKenzie Partner Jakub Celinski, “this transaction will create the largest private energy group in Poland, with a capitalization of nearly PLN 1.5 billion. We are happy that we were able to work on such a landmark project in the development of the energy sector in Poland.”

At the same time that Polenergia Holding’s assets were acquired by the stock exchange-listed PEP, the company also gained a minority shareholder: CEE Equity Partners, a Chinese fund set up in February of this year by the state-owned Export-Import Bank of China. The fund has acquired a 16-percent stake in the merged Polenergia for PLN 240 million. This is the first investment of CEE Equity Partners. According to Baker & McKenzie, “the fund plans to invest as much as USD 2 billion in 16 Central and Eastern European countries. Baker & McKenzie also participated in the negotiations between PEP and the Chinese fund. B&M was also involved in preparing the prospectus for the purposes of floating the contributed shares for the Chinese investor, and for the public issue of shares.”

Baker & McKenzie has provided legal advice to the Cypriot company JTV on the sale of its minority shareholding in the Ultimo Group, originally reported on by CEE Legal Matters on July 4, 2014. 

JTV is associated with Janusz Tchorzewski, the founder of Ultimo, and since 2006 its minority partner. At the same time, the majority partner – a fund from one of the largest private equity groups in the world, managed by Advent International from Boston, USA –  also sold its shares. The buyer is B2 Holding, a Norwegian firm that offers financial services. 

“We were very pleased to be able to advise on this transaction, especially since Ultimo is a real potentate in the market in which portfolios are offered for sale by banks, telecommunication firms and service providers, and is the leader in the field of debt recovery,” said Tomasz Krzyzowski, a Partner at Baker & McKenzie Krzyzowski & Partners.