Capital markets in Poland

Allen & Overy, A. Pedzich sp. k.

Debt capital markets (DCM) work is the mainstay of Allen & Overy, A. Pedzich sp. k.'s offering. The team, which draws on the firm's strong London-headquartered international network, has an outstanding track record in a number of areas; in one stand-out matter, advising PKO Bank Hipoteczny on the establishment of a €4bn international mortgage-covered bond programme – the first scheme of its kind in Poland. In addition to debt capital, department head Piotr Lesiński specialises in structured finance transactions, notably securitisations. Counsel Łukasz Walczyna is instructed by managers and issuers on domestic and international capital markets transactions, including straight debt, covered bonds and regulatory capital issuances.

Practice head(s):

Piotr Lesiński

Testimonials

Extremely professional, and proactive in solution finding.

Key clients

Santander Bank Polska

The Ministry of Finance of the Republic of Poland

TAURON Polska Energia

Bank Polska Kasa Opieki Spółka Akcyjna

mBank

PKO Bank Hipoteczny

Bank Gospodarstwa Krajowego

Bank Millennium

Work highlights

  • Advised Tauron Polska Energia on the issue of PLN750m hybrid bonds fully subscribed for by the European Investment Bank.
  • Acted for Santander Bank Polska on establishing a €5bn European medium-term note programme and a €500m draw-down under the programme.
  • Advised mBank on the issuance of Tier 2 bonds in an aggregate amount of PLN750m conducted in a very challenging market environment.

Clifford Chance

Clifford Chance maintains its strength in the bond and securities arenas, and the team is advising Deutsche Bank as the arranger of a €60bn bond issuance on the European market by the Polish State Treasury. On the equity capital markets side, the group is often instructed on share transactions, M&A of listed companies and de-listings. Other areas of expertise include securitisations, where the group has experience advising on the securitisation of performing loans in Poland. Counsel Grzegorz Abram leads the DCM sub-team, while equity capital markets (ECM) is led by counsel Jarosław LorencGrzegorz Namiotkiewicz is a key member of the team, and is noted for his securities work.

Practice head(s):

Grzegorz Abram; Jarosław Lorenc

Testimonials

Top quality advice, clear communication, and a highly professional approach.

As a UK-based investor active in the CEE region, they have undoubtedly been the best team I have interacted with in the Polish market, and they would be my first and only call on any future deals in the region.

Key clients

The European Investment Bank

Polski Koncern Naftowy Orlen

HSBC

Bank Pekao

Pollen Street Capital

Abris Capital Partners

Bank Millennium

Santander Bank Polska

Hoist Finance

mBank

NN Investment Partners

Work highlights

  • Advised Deutsche Bank as the arranger of an issue of bonds by the State Treasury of the Republic of Poland on the European market under an EMTN programme.
  • Acted for Commerzbank as arranger on the update of an EMTN programme of up to €3bn. Under the updated programme, mBank will have the opportunity to issue ordinary notes, subordinated notes and subordinated preferred notes.
  • Advised lead managers and bookrunners Citi, ING, JP Morgan, PKO BP, Santander, and Société Générale on the €2bn issue by the Polish Ministry of Finance of ten- and 30-year Euro-denominated green bonds, maturing on 7 March 2029 and 8 March 2049, respectively.

Greenberg Traurig Grzesiak sp. k.

Greenberg Traurig Grzesiak sp. k. is noted for both DCM and ECM work, with experience handling high yield, bond issuances and corporate bond programmes, as well as Polish IPOs and SPOs. the group is led by managing partner Jarosław Grzesiak, who is a veteran of equity transactions, but has developed strong debt expertise. Ireneusz Matusielański is another key practitioner, and focuses on capital markets transactions and securitisations.

Practice head(s):

Jarosław Grzesiak

Testimonials

The firm is unique among others due to quality of their partners and associates; their knowledge regarding local market in quickly exchanging legal environment is exceptional.

Good work for foreign clients who are not familiar with the Polish law.

They are always focused on clients’ needs and on solving any issues.

Key clients

Goldman Sachs International

Cyfrowy Polsat Group

Silvair Inc.

BNP Paribas Group

JP Morgan

Benefit Systems

Madison International Realty

Emperia Holding

Morgan Stanley

CCC

Roust Corporation

Work highlights

  • Advised Silvair, a Delaware company, on its initial public offering of shares and its admission to trading on the regulated market operated by the Warsaw Stock Exchange.
  • Acted for BNP Paribas Bank Polska and the managers (Santander Bank Polska) on a share capital increase of PLN800m
  • Assisted BNP Paribas with the acquisition of the core banking business of Raiffeisen Bank Polska through a share purchase agreement and related equity investment.

Rymarz Zdort

The team at Rymarz Zdort has strength across DCM and ECM, handling a variety of bond issuance and equity transactions for an impressive client roster of banks and corporates. The group's debt financing offering is particularly noted, and the team regularly handles high-yield note issuances by Polish companies, as well as assisting real estate developers and operators with acquisition financing and investments through bond issuances. The department is jointly led by Marcin Chyliński and Marcin Iwaniszyn, both of whom have extensive experience in international capital markets transactions.

Practice head(s):

Marcin Chylinski; Marcin Iwaniszyn

Testimonials

An impressive track record in capital market transactions in Poland. A stable, experienced team.

Marcin Chylinski has a business approach, knowledge of the capital markets and extensive experience in transactions; Ewa Bober has a strong track record and composure.

The capital markets team at Rymarz Zdort is definitely top-notch choice for legal advisory in the field in Poland, both in terms of in-depth knowledge and work standards.

Key clients

AccorHotels

BNP Paribas Securities Services

Capital Park

Colian Holding

Dom Maklerski Citi Handlowy

Echo Investment

Enterprise Investors

Globalworth Poland Real Estate

Ipoema 30 FIZAN

mBank

Patron Capital Partners

Pekao Investment Banking

Pfleiderer Group

Polenergia

Ronson Development

Santander Bank Polska

Trigon TFI

WOOD & Company Financial Services

Work highlights

  • Advised AccorHotels on the acquisition by way of a tender offer of the shares listed on the Warsaw Stock Exchange in Orbis.
  • Assisted Echo Investment with a PLN400m public bond issuance programme.
  • Advised Pfleiderer Group on a buy-back programme relating to its own shares.

White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna sp.k.

White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna sp.k.'s department draws on significant ECM and DCM transactional experience, both domestically and cross-border. Leveraging the firm's London presence, the group is well placed to advise on Polish and English law issues, as well as providing co-ordinated strategic advice to a range of multinational financial institutions and corporate entities. Marcin Studniarek leads the team, which includes Rafał Kamiński, whom clients rate for 'great legal knowledge and client-orientation'.

Practice head(s):

Marcin Studniarek

Testimonials

They are always open to clients’ needs and are seeking for flexible solutions tailored to each business.

Excellent knowledge of the ECM universe and an ability to combine it with expertise in different countries’ legal environment.

They have superb local knowledge and a problem-solving approach.

Key clients

Mabion

Bank Zachodni WBK

Erste Group Bank

Goldman Sachs International

Synthos

PKO Bank Hipotetyczny

Polish Ministry of Finance

Commerzbank

Work highlights

  • Advised Bank Zachodni WBK on its role as global co-ordinator and bookrunner on the issuance of new shares in Globalworth Poland Real Estate as part of a private issuance with a total value of €450m.
  • Assisted Goldman Sachs International and Trigon Dom Maklerski with the PLN634m sale by Cyprus-registered Sensor Overseas, which is controlled by Heronim Ruta, of 4.4% of the shares in Cyfrowy Polsat through an accelerated bookbuilding.
  • Advised Synthos on its redemption of the New York-law governed Reg S/Rule 144A offering of €350m senior notes which were due in 2021 and listed on the Global Exchange Market of the Irish Stock Exchange.

Baker & McKenzie Krzyżowski i Wspólnicy Spółka Komandytowa

Baker & McKenzie Krzyżowski i Wspólnicy Spółka Komandytowa's team excels in both ECM and DCM transactions, with a practice encompassing debt exchanges, bond issuances, IPOs and share deals. The group is also strong for regulatory advice, and is regularly instructed on domestic and international compliance. On the equity side, it is well versed in cross-border transactions, assisting in 2018-2019, with the migration of a Warsaw-listed company from the Netherlands to Cyprus and tender offers for listed companies. The group, which sits within the banking and finance department, is led by Ireneusz Stolarski. Counsel Michał Głowacki leads on some DCM matters, while Krzysztof Haładyj has expertise in securities issuances.

Practice head(s):

Ireneusz Stolarski

Testimonials

Deep understanding of the debt capital market developments in Poland and excellent cooperation with bankers and issuers on bond transactions.

Professionalism at every stage of the transaction. Open to new ideas. Problem-solving attitude.

Great legal advice, understanding of the business, very flexible, great assistance in every project we have done together.

Extremely dedicated and loyal team, listening to the needs and expectations of the client.

Key clients

Ghelamco Invest

Credit Agricole Bank Polska

Bank BGŻ BNP Paribas

Bank Pekao

Pekabex

NWAI Dom Maklerski

Trigon Dom Maklerski

Ovostar

Credit Value

Dom Development

Marvipol S.A.

PHN S.A.

Cyfrowy Polsat

Societe Generale

AmRest

Sodexo

Ronson

PKP Cargo

Work highlights

  • Advised a consortium of banks, including Bank Pekao, BNP Paribas Bank Polska and Trigon Dom Maklerski, as arrangers and dealers on the private and public issue of up to PLN300m  secured bonds for Ghelamco.
  • Acted for Trigon Dom Maklerski (the offering agent) and a consortium of banks including Société Générale, Bank Pekao, PKO BP (the co-arrangers) on the public offering of senior corporate bonds for Cyfrowy Polsat.
  • Advised AmRest on the takeover of Telepizza Poland.

Dentons

The team at Dentons is able to provide a full service, advising on ECM, derivatives and regulatory issues. Clients include local and international issuers, investment banks and other financial institutions – most notably the Warsaw Stock Exchange. The Warsaw office acts as a hub for the firm's capital markets practice, with Jakub Celiński leading the entire European group. Co-head of the European financial institutions regulatory practice, Marcin Bartczak is another key practitioner. In January 2019, DCM expert Robert Dulewicz joined Gide Loyrette Nouel.

Practice head(s):

Jakub Celiński; Marcin Bartczak

Testimonials

The team has good knowledge, reaction times and a client-centred approach.

Key clients

Orbis

Auga Group

Haifo

Chatham Financial Europe

Kino Polska TV

Warsaw Stock Exchange

mBank

Waimea Group

GPW Benchmark

ING Bank Śląski

BGZ BNP Paribas

Deutsche Bank Polska

Comsa

Work highlights

  • Advised Orbis on a €337m tender offer issued by its majority shareholder AccorHotels to purchase all outstanding shares in its share capital.
  • Advised the Auga Group on a secondary public offering of shares and its listing on the Warsaw Stock Exchange.
  • Obtained a brokerage licence for Chatham Financial Europe from the Polish Financial Supervision Authority as part of No-Deal Brexit contingency plan.

Gide Loyrette Nouel

Gide Loyrette Nouel's capital markets team, which focuses on DCM, was established following the arrival of Robert Dulewicz  and a number of more junior lawyers from Dentons in January 2019. The group, often working alongside the firm's Paris, London and New York offices, is particularly noted for bond issuances and advises a wide variety of public and private corporate issuers. Dulewicz is supported by counsel Michał Śmiechowski, whose experience spans structuring and restructuring financing transactions, including in the public sector at both central and local government levels.

Practice head(s):

Robert Dulewicz

Testimonials

Perfect availability, significant sector knowledge, operational excellence.

I believe there are only few legal teams in Poland which truly specialize in bond issuances and this team is definitely one on them.

Robert Dulewicz is well-known for his great experience, responsiveness and direct contact with the clients. Working with him is a pleasure.

Key clients

KGHM Polska Miedź S.A.

BGŻ BNP Paribas S.A.

Protos Next

Haitong Bank

European Investment Bank

Bank Pekao

mBank

Tauron Polska Energia

PKN Orlen

Work highlights

  • Advising KGHM Polska Miedź on setting up a bond issue programme of up to PLN4bn.
  • Advising the Paris and London branches of BNP Paribas on amendments to its European debt securitisation programme, launched by certain members of the global pharmaceutical Teva Group.
  • Advising Tauron on restructuring the current financing of the company through a bond issue programme worth more than PLN6bn, which involved 11 banks.

CMS Cameron McKenna Nabarro Olswang Pośniak i Bejm sp.k.

Areas of expertise for CMS' group includes investment structurings, IPOs, development strategies for listed companies, public and private placements, exits from public markets and securitisation projects. The group's strength also lies in its regulatory services, which covers shareholder relations, corporate governance and the regulatory aspects of public trading. Rafał Zwierz leads the department from the corporate and M&A department. Senior associate Katarzyna Grodziewicz is another name to note, with experience in a variety of major equity transactions.

Practice head(s):

Rafał Zwierz

Testimonials

Very experienced and easy to work with – good communication skills

Katarzyna Grodziewicz is very hard working, detailed oriented, devoted to the transitions and to the point

It is good to have such professional and experienced advisors as CMS on your side. They are not only remarkable experts in capital markets but also support their clients in demands inherent for specific business.

Key clients

Zakłady Chemiczne Grupa Azoty Police

Work Service

Amica

China Everbright International

PCC

Generali Group

Unum Group

Saudia Dairy & Foodstuff Company – SADAFCO

Sleepz

Grupa Azoty

Dom Maklerski PKO Banku Polskiego

Work highlights

  • Advised Zakłady Chemiczne Grupa Azoty Police and Dom Maklerski PKO Banku Polskiego on a PLN1bn secondary public offering of shares on the Warsaw Stock Exchange.
  • Advised PCC’s logistics company, PCC Intermodal, on its delisting from the Warsaw Stock Exchange.
  • Acted for Maxima Grupė on the delisting of Emperia Holding from the Warsaw Stock Exchange.

DLA Piper

DLA Piper's team specialises in equity transactions in Poland and on a cross-border basis, as well as private placement and M&A involving listed companies. Jakub Domalik-Plakwicz heads the department and was promoted to partner in May 2019; he focuses on IPOs and secondary public offerings, including privatisation transactions.

Practice head(s):

Jakub Domalik-Plakwicz

Testimonials

The capital markets group provided us with outstanding services. The team led by Jakub Domalik-Plakwicz has vast experience in equity capital markets deals and is very proactive and dedicated.

The team demonstrates strategic thinking and very business-oriented approach.

This is very focused and experienced team. They provide top-notch services and are effective under pressure.

Key clients

Alchemia

Brokerage House of Bank PKO BP

Erste Group

Ipopema Securities

Kancelaria Medius

mBank

Newag

Rafako

Tar Heel Capital Private Equity

Trakcja PRKiI

TIM

Trigon Dom Maklerski

Wood & Co

Dekpol

OEX

Work highlights

  • Advising Dom Maklerski PKO BP and Trigon Dom Maklerski (acting jointly as global coordinators of the offering) on the initial public offering and dual listing (on the main markets of the Warsaw Stock Exchange and Nasdaq Vilnius) of shares of Novaturas.
  • Acting for Rafako on its secondary public offering of shares with the pre-emptive rights of its shareholders and the admission of the shares to trading on the regulated market operated by the Warsaw Stock Exchange.
  • Advising Erste Group (acting as global coordinator of the offering) on the sale by CED Group, a subsidiary of PEF VI managed by Enterprise Investors, of an 8.5% stake in Kofola ČeskoSlovensko in accelerated book-building on the basis of Rule 144A.

DWF Poland Jamka Sp.k

DWF Poland Jamka Sp.k's entire team, which is jointly headed by transactional lawyers Michał Pawłowski and Filip Urbaniak moved across from K&L Gates in 2019. The group is able to advise public companies and capital market institutions on a range of transactions, including IPOs, M&A of listed companies and representing shareholders in corporate disputes involving public companies. Securities law is another area of expertise, and the group regularly draws on the firm's global derivatives, financial regulation and tax practices. Rafał Woźniak also has expertise in private offerings and bond issuances.

Practice head(s):

Michał Pawłowski; Filip Urbaniak

Testimonials

Team of dedicated and experienced professionals.

The team is client-oriented and understands challenges specific for business activities of their clients.

Rafał Woźniak is a remarkable professional in his practice. He is always devoted to make transactions a success.

Key clients

i2 Development

mBank

Warsaw Stock Exchange

Enter Air

CDRL

Santander Bank Polska

Enterprise Investors

The European Bank for Reconstruction and Development

H.I.G. Capital

PKO Leasing

Work highlights

  • Assisted mBank with issuing the fairness opinion in a tender offer concerning ABC Data shares.
  • Assisted mBank with issuing the fairness opinion for the purpose of the tender offer announce for shares of Orbis.
  • Advised Warsaw Stock Exchange on the sale of a 20.3% stake in Aquis Exchange during the latter’s IPO on the London Stock Exchange

Linklaters

The ECM and financial regulatory group at Linklaters sits within the corporate department, and is led by Tomasz Zorawski. In addition to transactions, the group is noted for handling regulatory work, including issues related to the markets in financial instruments directive (MiFID II) and issues concerning Brexit. DCM work is led from the financial regulatory practice and the team often works alongside the banking and finance department, under the leadership of Jaroslaw Miller, handling bond issuances and securitisation.

Practice head(s):

Tomasz Zorawski; Jaroslaw Miller

Key clients

ING Bank Śląski

Pojazdy Szynowe PESA Bydgoszcz

Globalworth Poland Real Estate

Polski Fundusz Rozwoju

PZU

Echo Investment

Work highlights

  • Advising ING Bank Śląski on its acquisition of 45% of shares in NN Investment Partners TFI from NN Investment Partners International Holdings for around PLN166m.
  • Assisting Pesa Bydgoszcz with the signing of an investment agreement with the Polish Development Fund (PFR), under which a fund managed by PFR took over nearly 100% of the company’s shares and invested PLN300m into its operations.
  • Advising PFR on the further steps of joint venture transaction relating to Ferrum, a public company listed on the Warsaw Stock Exchange.

SSW Pragmatic Solutions

SSW Pragmatic Solutions typically handles securities trading, derivatives, futures, options and other financial products, particularly for clients in the technology and gaming sectors. It also specialises in preparing prospectuses for companies looking to introduce shares onto the Warsaw Stock Exchange. The department is jointly led by Wojciech Szczepaniak, who has experience acting for corporate entities and financial institutions on debt and equity transactions, and regulatory expert Szymon Okoń.

Practice head(s):

Wojciech Szczepaniak; Szymon Okoń

Testimonials

Perfect availability, significant sector knowledge  and operational excellence

Flexible, dynamic and lateral thinking

Whatever issue the company needs help solving, I can honestly say they are there for us. The team is very forward thinking and is always on top of current and future matters.

Key clients

Medort

Paged

Rank Progress

Marie Brizard Wine & Spirits

Stelmet

Master Pharm

WDB Brokerzy Ubezpieczeniowi

Erbud

GetBack

Aidem Media

Advanced Protection Systems

Ferrum

Rovita

Santander Bank Polska

UBS AG Group

AllianceBernstein

Cinkciarz.pl

Ipopema TFI

DTP S.A.

CD Project Red

Work highlights

  • Advised Boryszew and Impexmetal on the process of the tender offer for 100% shares in Alchemia.
  • Acted for Santander Bank Polska on the sale of its transfer agent division to ProService.
  • Advised BoomBit on its IPO on the Warsaw Stock Exchange, raising €120m.

act BSWW

act BSWW handles equity transactions, including fund raising and buyouts, but particularly stands out for bond issuances through public and private offerings for real estate and financial sector clients. Jointly leading the group, Piotr Wojnar is regularly instructed by public companies and brokerage firms on share deals and M&A, and Piotr Smołuch is an expert in bond transactions and debt-financed projects.

Practice head(s):

Piotr Wojnar; Piotr Smołuch

Key clients

Credit Value Investments

Comp

Copernicus Capital TFI

Copernicus Securities

Dekpol

Green House Development

i2 Development

Michael/Strom Dom Maklerski

Mercurius Dom Maklerski

Moderna Holding

Pekao TFI

Semeko

Toya

Warimpex Finanz und Beteiligungs

ZUK ELZAB

Work highlights

  • Advised EOS KSI on negotiations with an investment fund company in respect of securitisation fund management contracts.
  • Acted for Dekpol on debt financing (corporate bonds) covered by a bond issue programme for the purpose of financing the construction of a residential building and a mixed-use building (condo and retail) with a total value of PLN100m.
  • Advised special purpose vehicles from Green House Development Group on the issue of two bond series with a total value of PLN60m, aimed at financing a land purchase and the implementation of two prestigious development projects located at the Polish coast and in Warsaw.

Hogan Lovells (Warszawa) LLP

The team at Hogan Lovells (Warszawa) LLP advises arranging banks, lenders, credit enhancers, sponsors and borrowers on the range of debt transactions, including bond and mortgage bond issuances, securitisations and debt restructuring. On the equity side, the team handles listings and de-listings. The group is jointly led by Rafał Grochowski and Piotr Zawiślak.

Practice head(s):

Rafał Grochowski; Piotr Zawislak

Key clients

Bank Polska Kasa Opieki

Bank Gospodarstwa Krajowego

Santander Bank Polska

mBank

Bank BGŻ BNP Paribas

Credit Agricole Corporate and Investment Bank

Powszechna Kasa Oszczędności Bank Polski

DnB Bank Polska

UniCredit Bank

Bank Handlowy w Warszawie

Work highlights

  • Advised Santander Bank Polska on the PLN2.1bn synthetic securitisation of loan receivables originated by the client.
  • Advised Bank Polska Kasa Opieki on the preparation of a secured bonds issue programme for Miejski Ogród Zoologiczny w Łodzi.
  • Acted for Pekao Bank Hipoteczny on the preparation of a public covered bond programme secured by loans granted to local government units.

Norton Rose Fulbright

Norton Rose Fulbright's focus is advising Polish issuers and securities providers on international transactions, particularly in relation to high-yield offerings. Derivative transactions are another area of expertise, and the group is often called on to assist with the implementation of regulatory compliance programmes. Grzegorz Dyczkowski heads the team and specialises in debt instruments and derivative transactions.

Practice head(s):

Grzegorz Dyczkowski

Key clients

The Goldman Sachs Group, Inc

J.P. Morgan

Barclays

Credit Suisse

Caixabank Oddział w Polsce

Work highlights

  • Advised JP Morgan as lenders on a $1.9bn financing for Adient, a global supplier of automotive seating, a transaction that was partly based on an asset-based revolving facility.
  • Assisted the Goldman Sachs Group with bond financing for the acquisition of Xella International.
  • Represented Caixabank (Spółka Akcyjna) Oddział w Polsce in drafting two sets of template documentation for Foreign Exchange Spot Transactions and Negotiated Term Deposits and Derivatives Transactions including main types of hedging instruments

SMM Legal

SMM Legal's transactional group is led by Maciej Mataczyński, who has expertise in listed company M&A, with a particular focus on the energy industry. Tomasz Sójka leads the regulatory piece, which includes MiFID implementation projects, counting major banks and brokerage houses as clients.

Practice head(s):

Maciej Mataczyński; Tomasz Sójka

Key clients

PKN Orlen

National Centre for Research and Development

Energa-Obrót

Giełda Papierów Wartościowych w Warszawie

SGB Bank

Work highlights

  • Advising  PKN Orlen on the process of its potential integration with Grupa Lotos.
  • Assisting National Centre for Research and Development with the creation of the first Polish public co-investment fund.

WKB Wiercinski, Kwiecinski, Baehr

WKB Wiercinski, Kwiecinski, Baehr's client roster includes major state-controlled and private companies and banks, which the group advises on ECM issues, including tender offers for acquisitions and take-private processes. On the DCM front, it handles bond issuances and securitisations, as well as assisting Warsaw Stock Exchange-listed companies with brokerage activity. Transactional lawyer Marta Midloch and DCM expert Agata Szczepańczyk-Piwek jointly lead the team.

Practice head(s):

Marta Midloch; Agata Szczepańczyk-Piwek

Key clients

mBank

mBank Hipoteczny

Bank BNP Paribas Polska

PGNiG

Enea Trading

Polski Bank Komórek Macierzystych

mLeasing

Work highlights

  • Advised PGNiG on its obligations under MiFID II.
  • Assisted mBank Hipoteczny with the first successful assimilation of publicly traded mortgage covered bonds that has ever been conducted on the Polish capital market.
  • Advised Bank BNP Paribas Polska on refinancing the acquisition by Capital MBO of shares in Mangata Holding.