Capital markets in Poland
Allen & Overy, A. Pedzich sp. k.
Allen & Overy, A. Pedzich sp. k.'s capital markets team is led by Piotr Lesiński, who specialises in capital markets transactions, with a particular focus on debt capital and structured finance transactions. It also includes Łukasz Walczyna, who was promoted to counsel in May 2018 and acts for managers and issuers on domestic and international capital markets transactions. Highlights for Lesiński included advising Energa on the €500m issuance of subordinated notes, intended to fund the modernisation of its energy distribution network, subscribed for by the European Investment Bank. The group regularly advises the Ministry of Finance on bond issuances, most recently on its €1bn green bond issue.
The team at Clifford Chance stands out for its formidable expertise in debt capital markets (DCM) and equity capital markets (ECM), advising clients on a variety of bond and rights issuances and M&A transactions. In one highlight, Grzegorz Namiotkiewicz advised the European Bank for Reconstruction and Development, as the key investor directly negotiating terms and conditions, on PZU's issuance of PLN2.2bn subordinated bonds. He also advised Deutsche Bank as the arranger of a €60bn bond issuance by the Ministry of Finance under a Euro Medium-Term Note (EMTN) programme. Grzegorz Abram leads the DCM group, while Jarosław Lorenc is the ECM practice head.
Capital markets are a focus of Greenberg Traurig Grzesiak sp. k.'s Warsaw office, which advises clients on DCM and ECM matters across sectors including banking, energy, real estate and TMT. The department is led by managing partner Jarosław Grzesiak. In 2017, Paweł Pietkiewicz and Aleksander Janiszewski were promoted to partner. Rafał Sieński and Agnieszka Stankiewicz advised Goldman Sachs International on the PLN1.1bn public tender offer for 100% shares in Polish-listed Robyg. Andrzej Wysokiński assisted TMF Poland, as the Polish security agent, with the New York law-governed issuance of senior notes by Valeant. Ireneusz Matusielański is another key name. Federico Salinas left the firm.
Rymarz Zdort's capital markets work is led from the corporate department by Anna Frankowska and includes both ECM and DCM mandates. Marcin Chyliński advised JP Morgan, Bank of America Merrill Lynch and UBS Investment Bank, acting as global coordinators and joint bookrunners alongside Bank Zachodni WBK and PKO BP Securities, on the IPO of Play Communications. Co-managing partner Pawel Zdort advised Robyg on the sale, by way of tender offer, of all its shares to Goldman Sachs International-owned Bricks Acquisitions. Marcin Iwaniszyn and counsel Ewa Bober are also recommended. Rafał Zwierz departed for CMS Cameron McKenna Nabarro Olswang Posniak i Sawicki sp.k. in February 2018.
White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna sp.k. has an active practice in terms of both ECM and DCM work, including handling a number of major initial public offerings (IPOs) domestically and abroad, often in conjunction with the firm's London office. Department head Marcin Studniarek advised Play Communications and its shareholders, Novator and Olympia, on its €1bn IPO on the Warsaw Stock Exchange (WSE); a major deal for the Polish telecoms market. In another prominent deal, Andrzej Sutkowski assisted the investment vehicle FTF Galleon with a tender offer for a 37.5% stake in Synthos, as well as a proposed squeeze-out and the de-listing of the target from the WSE. Rafał Kamiński is also recommended. Marek Sawicki joined the team from DLA Piper in December 2017 and has expertise in capital markets transactions.
Baker & McKenzie Krzyżowski i Wspólnicy Spółka Komandytowa's 'extremely dedicated' team, which provides 'outstanding support during the toughest moments', handles the gamut of capital market transactions, including debt exchanges, bond issuances and IPOs. The department is led from the banking and finance group by Ireneusz Stolarski and includes Krzysztof Haladyj (who is 'willing to look for flexible solutions tailored to clients'), Michal Glowacki (who 'responds quickly to new situations') and regulatory expert Paweł Wajda. Highlights for the group included advising the state-owned oil and gas company PGNiG and a consortium of banks including Pekao and ING Bank Polski on the establishment of a €1.2bn bond issuance programme. In another key matter, it advised PKN Orlen on its €1bn acquisition of the remaining shares of the Czech-listed Unipetrol.
The 'focused and pragmatic' team at Dentons is noted by one client for its 'exemplary understanding' of what banking clients look for in external counsel for capital market-related matters. The group is now co-led by Marcin Bartczak, who specialises in regulatory issues, and ECM specialist Jakub Celiński following the departure of Robert Dulewicz and Michał Śmiechowski to Gide Loyrette Nouel in January 2019. It assists local and international issuers, as well as investment banks and other financial institutions, and regularly draws on the firm's international presence for cross-border matters. Celiński assisted Haifo with a tender offer in connection to the de-listing of AviaAM Leasing's shares from the WSE. Highlights for Bartczak included advising GPW Benchmark on the implementation of new WIBID and WIBOR reference rates fixing documentation in accordance with Regulation (EU) 2016/1011 of the European Parliament and of the Council.
CMS' capital markets offering was boosted by the arrival of Rafał Zwierz, who now leads the team, from Weil, Gotshal & Manges LLP in February 2018. The group handles DCM and ECM matters for a variety of domestic and foreign corporates and often works alongside the firm's disputes, tax and M&A specialists, including corporate and capital markets specialist Marek Sawicki, to provide a full transactional service. In one novel matter Rafał Kluziak advised Revico on the sale of shares in Chemoservis-Dwory following a shareholder dispute in the target company. Promoted to partner in May 2018, Błażej Zagórski and Kluziak acted for PCC SE on all aspects of the squeeze-out of minority shareholders in PCC Intermodal. Rafał Woźniak joined K&L Gates LLP in August 2017.
The 'experienced' team at DLA Piper is noted for its 'thorough knowledge of current laws and market practice' and its 'devotion to clients'. 'Patient and conscientious' Jakub Domalik-Plakwicz joined the team from Weil, Gotshal & Manges LLP in April 2017 and specialises in ECM transactions. In recent highlights, he assisted Alchemia with the buy-back of 3.3% of its shares and advised Rafako on all aspects of its second public offering on the WSE. Marta Frąckowiak is also noted.
K&L Gates LLP
K&L Gates LLP assists public companies and financial and capital markets institutions on the scope of services relating to securities law. The group is co-led by transactional lawyers Michał Pawłowski and Filip Urbaniak, who are supported by recently promoted local partner Rafał Woźniak, who joined the team from CMS Cameron McKenna Nabarro Olswang Posniak i Sawicki sp.k. in August 2017. Highlights for the group included advising AB Novaturas as company and shareholder's counsel on its IPO on the WSE and introduction of shares onto the Polish market. Andrzej Mikosz left for Taylor Wessing Poland in March 2019. As of May 2019, the firm's Poland office has been taken over by DWF Poland Jamka Sp.k.
SSW Pragmatic Solutions
SSW Pragmatic Solutions is noted for its debt capital markets services, which includes advising clients on both the legal and accountancy aspects of prospectuses. It also has an active equity capital markets practice. Department co-head Szymon Okoń advised Games Operators on a pre-IPO restructuring and the IPO process relating to its listing on the WSE. Wojciech Szczepaniak, who also leads the team, assisted foreign funds within UBS Group with the sale of units in Poland, a matter that also required tax advice and negotiation with the Polish Financial Supervision Authority.
act BSWW's team is jointly led by Piotr Smołuch and Piotr Wojnar and advises clients on the range of transactions, including capital raising and buy-outs. Highlights for Sebastian Sury included advising Dekpol and Pekao on debt financing covered by a bond issuance programme intended for the construction of real estate.
Hogan Lovells (Warszawa) LLP
Highlights for Hogan Lovells (Warszawa) LLP's co-practice head Rafał Grochowski included advising Bank Polska Kasa Opieki on the preparation of a secured bond issuance programme for Miejski Ogród Zoologiczny w Łodzi to be used to finance the modernisation of the Łódź zoological garden. Piotr Zawiślak also leads the team and specialises in debt capital markets.
Linklaters handles debt and equity capital markets issues for domestic and international clients. Cezary Wiśniewski advised Prairie Mining on trading on the WSE, and issues related to the triple-listing of the company's shares, which also appear on the Australian and London exchanges. Tomasz Zorawski and Jarosław Miller are the practice heads.
Lawyers at Prof. Marek Wierzbowski and Partners Advocates and Legal Counsellors often handle public and private offerings, brokerage, tender offers and take-overs of listed companies. Highlights for Sławomir Jakszuk included advising Uniserv-Piecbud on its IPO on the WSE. Managing partner Marek Wierzbowski is noted for his expertise in American depository receipts and global depository receipts.
SMM Legal counts a number of state-owned companies as clients, which it advises on the full range of capital market activities. Maciej Mataczyński and Tomasz Sójka advised PKN Orlen on the acquisition of a majority stake in Lotos; a matter in which both the client and the target were listed on the WSE. Aleksander Czech and Wojciech Sikorski are also recommended.
At WKB Wiercinski, Kwiecinski, Baehr, the focus is on equity capital markets, and the team is often instructed on public offerings and flotations on the WSE. Counsel Agata Szczepańczyk-Piwek advised mBank Hipoteczny on amendments to its offering documents for the bank's two covered bond issuance programmes and its private programme of bond issues. Jakub Jedrzejak leads the team.