Category: Poland

Dentons has advised HB Reavis on obtaining additional funds for the Forest office campus in Warsaw. The syndicate of lenders – Santander Bank Polska, BNP Paribas Bank Polska, Bank Pekao, and PKO Bank Polski – increased the existing loan from EUR 162 million to EUR 205 million. DLA Piper reportedly advised the banks.

The funding was initially granted to HB Reavis in 2020.

According to Dentons, “delivered in 2022, the buildings of the Forest office campus are notable for their numerous BREEAM and WELL-certified green solutions. The project stands out for its public green areas, including a popular plant-filled terrace with a stunning view of Warsaw. The buildings feature many innovative solutions, including an energy-efficient facade and a rainwater harvesting system. Forest offers a total of 78,000 square meters of office space, as well as restaurants and services.”

Back in 2020, Dentons also advised HB Reavis on the original financing of the Forest office campus (as reported by CEE Legal Matters on March  5, 2020).

The Dentons team included Partner Bartosz Nojek, Counsel Patrycja Polasz, and Senior Associate Aleksandra Czyz.

Nikiel Wojcik Noworyta has advised MAN on contracting the construction work for its EUR 200 million investment into the expansion of the Niepolomice truck factory in Poland.

According to the firm, the expansion project has been completed to the tune of almost PLN 1 billion. The MAN Niepolomice plant now covers approximately 41 hectares. 

“We had a small part in the establishment of the plant 16 years ago, representing MAN in the purchase of the land, in negotiations for the operation in the Special Economic Zone, and supporting the investor in the construction process,” Nikiel Wojcik Noworyta also reported. 

The firm did not respond to our inquiry on the matter.

DWF has advised shareholder Gold Town Inv. Limited on the sale of shares in Wittchen via an accelerated book-building process with sole global coordinator and bookrunner Ipopema Securities.

According to the company’s website, “Wittchen is a market leader specializing in luxurious leather goods. The company was founded in 1990 by Jedrzej Rafal Wittchen, who runs it with his wife Monika.” The company was first listed on the Warsaw Stock Exchange on November 9, 2015, with the final IPO price per share set at PLN 17. 

According to DWF, “the transaction covered the sale by Gold Town Inv. Limited of 2.81 million shares at a price set at PLN 35 per share, which constitutes 15.31% of the shares and the same amount of the total number of votes in the company. The total value of the transaction was circa PLN 100 million. Following the completion of the sale, Gold Town Inv. Limited remains the majority shareholder in the company, holding 56.17% of the shares in the company’s share capital.”

According to the firm, “the shares were sold only to selected qualified investors and/or investors acquiring securities with a total value of at least EUR 100,000 in Poland and outside the United States of America under Regulation S pursuant to the US Securities Act of 1933, as amended.”

DWF’s team included Managing Partner Michal Pawlowski, Partner Rafal Wozniak, and Associates Patrycja Figula and Mateusz Bak.

Clifford Chance has advised documentation and facility agent ABN AMRO Bank and lenders Banco Sabadell, Credit Industriel et Commercial, BNP Paribas, Citi, Commerzbank, and SEB on BDR Thermea Group’s EUR 650 million revolving credit facility.

According to Clifford Chance, the facility should become sustainability linked in the course of 2023.

The BDR Thermea Group is a Netherlands-headquartered heating and cooling solutions, systems, and services manufacturer and distributor. The company operates in over 100 countries and manufactures products in 13 locations.

The Clifford Chance team included Poland-based Partner Grzegorz Namiotkiewicz, Of Counsel Jan Zdzienicki, Associate Dominika Wroblewska, and Trainee Maria Halasa, as well as lawyers from the firm’s offices in the Netherlands, the UK, Belgium, Spain, Italy, Germany, and France.

Clifford Chance did not reply to our inquiry on the matter.

Mirella Lechna-Marchewka has become Wardynski & Partners’ new Managing Partner – taking over from Stefan Jacyno who held the position for the past 22 years – while the firm has also appointed a new 6-member Council and new finance director.

Lechna-Marchewka, the Partner in charge of the firm’s Infrastructure, Transport, Public Procurement & PPP practice, has been with Wardynski & Partners since 1997. She is also a Co-Head of the firm’s Energy practice and manages the Wroclaw office.

According to the firm, Jacyno will continue to contribute to the firm’s management and will Head the Private Client practice. Jacyno first joined Wardynski & Partners in 1995 as an Associate.

The new Firm Council will include, in addition to Managing Partner Mirella Lechna-Marchewka, Partners Tomasz Wardynski, Dariusz Wasylkowski, Antoni Bolecki, Pawel Ciecwierz, and Szymon Kubiak. Katarzyna Opalko was appointed as the Wardynski & Partners Finance Director back in March.

Linklaters has advised Polish developer Develia on its acquisition of 19 Polish subsidiaries from French developer Nexity for EUR 100 million. Dentons advised Nexity.

According to Linklaters, “with the acquisition, Develia will increase the number of units under construction by approximately 1,400, and its land bank by approximately 2,200 units, in Warsaw, Krakow, and Poznan. The acquisition will strengthen Develia’s development potential in the Polish residential market.” In addition to the 19 subsidiaries, “Develia will additionally take control over ten limited partnerships (whose limited and general partners are acquired companies), conducting development activity in Poland.”

Linklaters’ team included Counsel Monika Krzyszkowska-Dabrowska, Managing Associates Tomasz Trystula, Ewa Sinkiewicz, Wojciech Podlasin, Szymon Sieniewicz, and Lukasz Burakowski, Senior Associates Samanta Wenda-Uszynska and Barbara Wanat, Associates Marta Strykowska, Maksymilian Hau, and Joanna Roman, and Junior Associates Sandra Slowik and Jakub Korobczuk.

The Dentos team included Partners Michal Wasiak and Magdalena Szwarc-Brozyna, Managing Counsel Tomasz Krasowski, Senior Associates Natalia Lawniczak-Koziol and Damian Bugaj, Associate Magdalena Witka, and Trainee Aleksandra Redzisz.

Editor’s Note: On July 26, 2023, Linklaters announced that the deal had closed successfully.

On September 21, White & Case informed CEE Legal Matters that it had advised Develia on the up to PLN 200 million financing provided by PKO Bank Polski and mBank to finance or refinance part of the cost of purchasing 100% of the shares in Nexity’s subsidiaries. The firm’s team included Partner Grzegorz Abram, Local Partner Pawel Zagorski, and Associates Roksana Kaluzna-Balazy and Mateusz Dyduch.

SSW Pragmatic Solutions and Soltysinski Kawecki i Szlezak have successfully represented the interests of Cinkciarz.pl in its dispute with Currency One regarding the latter’s use of the “cinkciarz” and “cinkciarz.pl” keywords in Google Ads.

According to SSW, “a Polish court has ordered the owner of the Internetowykantor.pl and Walutomat websites (offering online currency exchange services) to apologize and pay compensation to Cinkciarz.pl and to donate an additional sum to charity. It must also refrain from any further illegal activities involving the use of its competitor’s name as keywords in Google Ads (previously AdWords).”

Furthermore, SSW reports that “the case concerned the use of “cinkciarz”, “cinkciarz.pl” and similar words (including deliberate typos) as keywords to advertise a competitor’s websites in the Google Chrome search engine. Currency One continued these illegal activities despite receiving a pre-litigation notice, so, in 2013, Cinkciarz.pl commenced litigation and obtained an injunction for the entire duration of the litigation. The respondent alleged that the “cinkciarz” trademarks were invalid, which triggered parallel proceedings before the Polish Supreme Administrative Court and the Court of Justice of the European Union (CJEU). Final and binding judgments from these courts confirmed that the Polish word “cinkciarz”, which was historically used to describe illegal activities, has no contemporary linguistic meaning and so is capable of being a business name and a registered trademark.”

“We are happy to finally announce our victory,” Cinkciarz.pl Founder and President Marcin Pioro commented. “However, we will continue to seek a higher amount of compensation, to which we believe we are entitled. After all, we have endured many years of court battles and the unlawful marketing practices of our competitor. We are the leader in multi-currency exchange services in Poland and we are not afraid of competition, but fairness is a condition for healthy competition.”

Back in 2020, SK&S had also represented Cinkciarz in the trademark dispute in question before the General Court of the EU (as reported by CEE Legal Matters on January 2, 2020).

SSW’s team included Partners Janusz Mazurek, Filip Balcerzak, and Lukasz Cudny, Of Counsel Stephen Terrett, and Associates Katarzyna Rozaniecka and Helena Czechowska.

The SK&S team included Senior Partner Ewa Skrzydlo-Tefelska and Senior Counsel Maciej Zwolinski.

Norton Rose Fulbright has advised a financial consortium on its PLN 10.5 billion financing for Grupa Polsat Plus entities Cyfrowy Polsat and Polkomtel. Greenberg Traurig advised Grupa Polsat Plus. Pestalozzi reportedly also advised the lenders.

The Polsat Plus Group is a media and telecommunications group in Central and Eastern Europe including Cyfrowy Polsat, Polkomtel, Netia, Telewizja Polsat, and Grupa Interia. 

According to Norton Rose, the approximately EUR 2.31 billion loan comprises “a term loan in PLN up to a maximum amount of PLN 7.25 billion (EUR 1.6 billion), a term loan in EUR up to a maximum amount of EUR 506 million, and a revolving loan in PLN up to a maximum amount of PLN 1 billion (EUR 220 million). The funds will be used by Cyfrowy Polsat and Polkomtel for repayment of existing financial indebtedness made available under the senior facility agreement dated September 21, 2015, financing renewable energy and real estate investments, and financing general corporate needs.”

Further, the firm reported that the consortium in question was led by “Powszechna Kasa Oszczednosci Bank Polski, Santander Bank Polska, Bank Polska Kasa Opieki, BNP Paribas Bank Polska, ING Bank Slaski as global banking coordinators, Santander Bank Polska as ESG senior coordinator, ING Bank Slaski and BNP Paribas Bank Polska as ESG junior coordinators and included SMBC Bank EU, Bank of China Limited, Luxembourg Branch, Societe Generale Spolka Akcyjna Oddzial w Polsce, Bank Gospodarstwa Krajowego, Bank Millennium, PZU Fundusz Inwestycyjny Zamkniety Aktywow Niepublicznych BIS 1, mBank, Credit Agricole Bank Polska, Erste Group Bank, Credit Agricole Corporate and Investment Bank, Bank Ochrony Srodowiska, Alior Bank, Powszechny Zaklad Ubezpieczen, Powszechny Zaklad Ubezpieczen na Zycie, Industrial and Commercial Bank of China (Europe) Branch in Poland, Haitong Bank, as well as Santander Bank Polska as facility agent and Bank Polska Kasa Opieki as a security agent.”

According to Norton Rose, “the loan facilities made available under the senior facility agreement are linked to the sustainable development goals that the Polsat Plus Group is pursuing through environmental, social, and corporate governance ambitions set out in its Strategy 2023+ adopted in December 2021, which includes investment in zero-emission generation capacity, production of green energy, and the transition of group companies to using only clean, green energy in their operations. One of the factors on which the margin for the loan facilities will depend is the achievement of certain targets related to the production and consumption of clean, zero-emission energy by the companies of the Polsat Plus Group.”

Recently, Norton Rose Fulbright also advised Bank Pekao on financing the construction of a Lords LB-sponsored PV portfolio (as reported by CEE Legal Matters on April 21, 2023).

Norton Rose’s team included Partners Tomasz Rogalski and Alex Zekkos, Senior Associate Igor Kondratowicz, and Associates Daniel Ksiazek and Alannah Frost.

Greenberg Traurig’s team included Partners Andrzej Wysokinski and Daniel Kaczorowski, Local Partner Paulina Kimla-Kaczorowska, Counsel Agnieszka Stopinska, Senior Associate Iga Czerniak, and Associates Katarzyna Goljan, Szymon Grudzien, Bartosz Skalski, Jakub Gajzler, Ernest Kraczkowski, and Natalia Potrubacz.

White & Case has advised Bank Gospodarstwa Krajowego on the issuance of ten-year bonds guaranteed by the State Treasury of the Republic of Poland with a total nominal value of USD 1.75 billion and a 5.375% annual coupon. Linklaters reportedly advised the managers.

The consortium that organized the issuance included BNP Paribas, Citigroup, ING, J.P. Morgan, and Santander.

“It is BGK’s first bonds issuance targeted at US investors under Rule 144A of the US Securities Act, with the proceeds earmarked for its COVID-19 Response Fund,” White & Case informed. 

“The bonds were issued under the Medium-Term Note Program established by BGK and updated on May 8, 2023, which allows the issuance of bonds targeted at qualified institutional buyers in the US,” the firm added.

The White & Case team included Warsaw-based Partner Marcin Studniarek, Local Partner Bartosz Smardzewski, Associate Dawid Ksiazek, and a team from the firm’s London office.

Linklaters has advised NREP on a PLN 229 million loan from the EBRD, under the EBRD’s Resilience and Livelihoods Framework, to finance two residential rental projects in Warsaw. Clifford Chance reportedly advised the EBRD.

NREP is a Northern European real estate investor managing assets worth more than EUR 19 billion. It operates in Poland’s residential rental market and offers fully furnished, contemporary apartments to a diverse range of tenants.

According to Linklaters, the approximately EUR 50 million “financing has been granted to the Polish subsidiaries of NREP Nordic Strategies Fund IV. The parties have signed an agreement on the first committed tranche of PLN 63.2 million (approximately EUR 13.5 million). The total loan amount of PLN 229 million includes an uncommitted tranche to finance future residential projects.”

Back in 2021, Linklaters advised NREP on its acquisition of more than 1,000 housing units in Warsaw from YIT (as reported by CEE Legal Matters on July 12, 2021).

Linklaters’ team included Partner Marta Domino, Counsel Adrian Horne, Managing Associate Jedrzej Palka, Senior Associate Maciej Checinski, Associate Marcin Woloszyn, and Junior Associate Przemysław Sanka.

Editor’s Note: After this article was published, Clifford Chance confirmed it had advised the EBRD on the matter. The firm’s team included Partners Andrzej Stosio and Milica Zatezalo-Falatar, Counsels Kacper Bardan, David Neu, and Bartosz Kaniasty, Senior Associates Wojciech Wator, Edward Charlton Jones, and Katarzyna Paczek, and Junior Associates Krzysztof Burda and Maria Halasa.