Capital markets in Poland

Allen & Overy, A. Pedzich sp. k.

Allen & Overy, A. Pedzich sp. k.'s lawyers are commended as 'stars in the debt market in Poland', advising on cutting-edge transactions for major domestic and international clients. In 2020, the group assisted the Polish Development Fund with its PLN100bn bond financing connected to the government's financial support programme for SMEs during the COVID-19 pandemic. The team is led by Piotr Lesiński, who is an expert in debt capital and structured finance transactions and is 'characterized by calmness and concern for the highest standards'. Counsel Łukasz Walczyna, who is 'a hands-on, competent lawyer', advises managers and issuers on domestic and international capital markets transactions, including straight debt, covered bonds and regulatory capital issuances. Senior associate Paweł Mruk-Zawirski has an increasingly active equity capital markets practice involving public M&A.

Practice head(s):

Piotr Lesiński

Other key lawyers:

Łukasz Walczyna; Paweł Mruk-Zawirski

Testimonials

‘They are stars in the debt market in Poland. A thriving team with experience, both domestic and international. ’

‘Piotr Lesiński is a very experienced partner, characterized by calmness, concern for the highest standards and direct involvement in the transaction. Łukasz Walczyna is also a distinguished figure. ’

‘Piotr Lesiński is a very competent lawyer, with unique experience in capital markets. Łukasz Walczyna is a hands-on, competent lawyer’

‘Extremely professional and with proactive attitude to the work they are delivering. Always ready to run this extra mile is frequently a decisive factor in the selection process. ’

‘Extremely professional and with proactive attitude to the work they are delivering. Always ready to run this extra mile is frequently a decisive factor in the selection process. There is a strong personality advantage over other firms. All big international firms show a similar level of professionalism, however, it is frequently the personality of their staff that makes the difference.’

Key clients

Kruk S.A.

Polski Fundusz Rozwoju (Polish Development Fund)

PGE Polska Grupa Energetyczna S.A.

Alior Bank

ING Bank Hipoteczny S.A.

PKO Bank Hipoteczny S.A.

ENEA S.A.

Tauron Polska Energia

Bank Pekao S.A.

mBank S.A.

The Ministry of Finance of the Republic of Poland

Work highlights

  • Advised Polski Fundusz Rozwoju S.A. (the Polish Development Fund S.A.) in connection with the implementation of a government financial support program for enterprises called “PFR Financial Shield for Small and Medium-Sized Enterprises”, following the outbreak of the Covid-19 pandemic.
  • Advised Tauron Polska Energia on establishing a PLN 2 billion SDG-linked bonds programme arranged by Santander Bank Polska. This is the first programme established by a Polish corporate under which the Issuer will issue SDG-linked bonds.
  • Advised ING Bank Hipoteczny on the establishment of a Reg. S EUR 5 billion mortgage covered bonds programme arranged by ING Bank N.V. and ING Bank Śląski S.A. and listed in Warsaw and Luxembourg.

Clifford Chance

Clifford Chance is most noted for its debt capital markets practice, where it advises on the full spectrum of bonds and securities offerings for domestic and foreign issuers, and is able to draw on the expertise of practitioners in Paris and London. The Warsaw office is also home to a strong equity capital markets team that is regularly engaged in public M&A and share transactions. Counsel Jarosław Lorenc, who heads up the equity capital markets team, is often instructed on the Polish aspects of international public offerings of securities, as well as public M&A deals. Grzegorz Namiotkiewicz handles debt securities and securitisation projects.

Practice head(s):

Jarosław Lorenc

Other key lawyers:

Grzegorz Namiotkiewicz; Andrzej Stosio; Agnieszka Janicka; Anna Biała; Jan Zdzienicki

Testimonials

‘Efficient team in the field of capital markets, both equity and debt. Extensive transaction experience.’

‘Agnieszka Janicka and Jarosław Lorenc should be mentioned. Agnieszka presents unique market experience, while Jarosław has extensive knowledge of capital markets.’

Key clients

AccorInvest Group S.A.

Ringier Axel Springer Media AG

Cerrad sp. z o.o.

Agencja Rozwoju Przemysłu S.A.

Bank Millennium S.A.

Deutsche Bank S.A.

mBank Hipoteczny S.A.

Commerzbank

European Investment Bank

Pekao Bank Hipoteczny S.A.

Work highlights

  • Advised AccorInvest Group S.A. on the announcement of the tender offer for 100% of shares of Orbis S.A. and on the financing of this transaction (the tender offer value is approx. PLN 5.3 billion).
  • Advised Ringier Axel Springer Media on the announcement of a tender offer for 100% shares of MZN Property.
  • Advised lead managers and bookrunners Citi, ING, J.P. Morgan, PKO BP, Santander, and Société Générale on the EUR 2 billion issue by the Polish Ministry of Finance of 10- 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.'s team advises on debt and equity matters, including initial and secondary public offerings, public M&A and bond issuances. The group is regularly instructed in ground-breaking deals, as was evidenced in 2020, when it advised Cyfrowy Polsat on the first issuance of green corporate bonds in Poland, raising the client PLN1bn.  The department is led by managing partner Jarosław GrzesiakRafał Sieński focuses on public equity offerings and debt securities in the Polish and international capital markets. Paweł Piotrowski is another key figure in the team, as is up-and-coming practitioner Karolina Dunin-Wilczyńska, who is active in a wide variety of equity and debt transactions.

Practice head(s):

Jarosław Grzesiak

Other key lawyers:

Rafał Sieński; Paweł Piotrowski; Andrzej Wysokiński; Aleksander Janiszewski; Karolina Dunin-Wilczyńska

Key clients

CCC S.A.

Cyfrowy Polsat S.A.

IPOPEMA Securities

Wood & Co.

WING Group

Acciona Construcción S.A.

Atlantik S.A.

BNP Paribas

Silvair

UBS Limited

Work highlights

  • Advised CCC, listed on the WSE, and its main shareholder, on the issuance and offering of 13.7m new shares, allowing the client to raise PLN500m
  • Advised Cyfrowy Polsat on the issuance of series C green bonds worth PLN1bn; the first green corporate bond issuance in Poland.
  • Advised WING Group on its acquisition of Warsaw-listed Echo Investment.

Rymarz Zdort

Rymarz Zdort was formed when a team left Weil, Gotshal & Manges LLP, following its decision to withdraw from the Polish market. The capital markets group is best known for its equity capital markets work, which includes Polish and international IPOs, secondary public offerings and private placements. The team also handles a number of debt capital markets transactions and has a healthy flow of bond issuances and public and private offerings of debt securities. The 'outstandingMarcin Chyliński leads the equity capital markets group, which includes 'top-notch ECM expertEwa BoberMarcin Iwaniszyn, who also leads the banking and finance department, takes the lead on domestic and international debt securities transactions, advising issuers and offerors.

Practice head(s):

Marcin Chylinski; Marcin Iwaniszyn

Other key lawyers:

Pawel Rymarz; Pawel Zdort; Ewa Bober; Lukasz Gasinski; Marcin Iwaniszyn; Jakub Zagrajek; Jacek Zawadzki

Testimonials

Rymarz Zdort is one of the best law firms for capital markets advice in Poland. They are highly experienced, very skilled and always business oriented.’

They are well-organized and they have a wide group of people dealing with specialist knowledge.’

Strong team with substantial number of senior and junior lawyers capable to act on multiple transactions.’

The team is very skilled and it is pleasure to work with them. Marcin Chylinski is an outstanding partner in his approach of taking care of the overall transaction process; working with him, you can be sure that any problem could be solved no matter what and his hands-on approach is exactly what you need. Ewa Bober is a top-notch ECM expert; she combines in-depth knowledge and expertise with great negotiation skills, understanding of business and reassuring and calming personality. Jacek Zawadzki is a very talented lawyer, willing to deal with any complex problem you might have and ready to guide you through any transaction with comfort of everything being taken care of properly.’

Key clients

AccorHotels

Active Ownership Capital S.à.r.l.

Cordia International Zrt.

Echo Investments S.A.

Echo Partners B.V.

Globalworth Poland Real Estate N.V. (the issuer) and its controlling shareholder, Globalworth Holding B.V.

Patron Capital Advisers LLP, the management of Capital Park S.A.

Ten Square Games S.A.

Work highlights

  • Advised AccorHotels on the launch of a tender offer of shares in Orbis
  • Advised Echo Partners B.V. on the indirect sale of approximately 56% of the shares in Echo Investment S.A. to an SPV owned by a Hungarian property developer WING Zrt.
  • Advisory services to the selling shareholders, Maciej Popowicz and Arkadiusz Pernal, in connection with the public offering of shares in Ten Square Games S.A. (listed on the Warsaw Stock Exchange) conducted by way of an accelerated bookbuilding.

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

White & Case M. Studniarek i Wspólnicy - Kancelaria Prawna sp.k.'s capital markets practice consists of both debt and equity work. The group of 'highly-skilled individuals' advises on the Polish aspects of global equity offerings and bond issues (including high-yield bonds and IPOs), as well as public M&A. An area of particular strength is the ability to combine Polish and English law knowledge, and lawyers often work alongside the firm's capital markets team in London. Department head Marcin Studniarek has numerous clients in the heavy industry sector. Rafał Kamiński is an expert in equity capital markets and has expertise in corporate governance. Counsel Bartosz Smardzewski is developing a strong reputation for debt capital markets deals, and Grzegorz Abram joined the practice in 2020 to lead the debt finance practice.

Practice head(s):

Marcin Studniarek

Other key lawyers:

Rafał Kamiński; Andrzej Sutkowski; Bartosz Smardzewski; Monika Dużyńska; Grzegorz Abram

Testimonials

‘They are well-organized and they have a wide group of people dealing with specialist knowledge.’

‘Bartosz Smardzewski is helpful, knowing the needs, obliging, involved with practical knowledge.’

Very experienced professionals with deep knowledge. Client-oriented and hands-on.

‘Big experience on the market, highly skilled individuals, broad spectrum of services.’

‘Bartosz Smardzewski has deep knowledge and great performance.’

Key clients

CCC S.A.

Echo Investment S.A.

Ghelamco Invest

Globe Trade Centre

mBank Hipoteczny S.A.

P4 Sp. z o.o.

PKO Bank Hipoteczny S.A.

PKO Bank Polski

Play Communications S.A.

Polnord S.A.

Prime Care Management

State Treasury of the Republic of Poland

Strategic Value Partners LLC

Vantage Development S.A.

Baker McKenzie Krzyżowski i Wspólnicy Sp.k.

Baker & McKenzie Krzyżowski i Wspólnicy Spółka Komandytowa's group demonstrates 'a unique commitment to every transaction on every stage of transaction execution'. It handles debt, equity and regulatory matters, including bond transactions and IPOs. The group is particularly known for its calibre in debt capital markets transactions, which are led by counsel Michał Głowacki ('absolutely a top performer'). He is regularly instructed in private, public, Polish and cross-border debt offerings and the establishment of bond programmes for major corporates. Głowacki co-heads the practice with Ireneusz Stolarski, who is experienced in public M&A and securities law. Joining from Clifford Chance in September 2019, Rafał Zakrzewski focuses on English law-governed transactions across the CEE region.

Practice head(s):

Ireneusz Stolarski; Michał Głowacki

Other key lawyers:

Rafał Zakrzewski

Testimonials

‘Unique commitment to every transaction on every stage of transaction execution. The customary scope of services rendered by Baker McKenzie is much more detailed and broader than the services rendered by competitive legal councils.’

‘Michał Głowacki: Absolutely a top performer in domestic DCM. In-depth knowledge of local DCM, unique commitment and approach to every transaction. He delivers effective solutions, deeply understands the product as well as domestic market mechanisms, promotes clear communication (including the delivery of easy-to read and easy- to- interpret documentation), while acting with professional prudency and highest quality even in demanding timelines. ’

‘Their lawyers have a business-oriented approach. They understand our and other parties perspective. I value them for their attention to detail during the transaction, keeping an eye on deadlines and continuously supporting all parties in order to achieve a smooth, safe and efficient execution of each bond issue. ’

‘Michał Głowacki is our main point of contact in Baker McKenzie. He is always engaged in all DCM market transactions from the very beginning until its end, providing – if necessary – constant advice with respect to the slightest details of the offer.’ 

‘They are well-organized and they have a wide group of people dealing with practical knowledge or skill expertise. ’

‘Michał Głowacki is helpful, knowing the needs, well-organized, delivering the product on time, obliging, involved, nice person with practical knowledge.’

Key clients

Matexi Polska

Ghelamco

Bank Pekao S.A.

BNP Paribas Bank Polska S.A.

Trigon Dom Maklerski S.A.

Noble Securites S.A.

Michael Strom Dom Maklerski

PKO Bank Polski S.A.

Societe Generale S.A.

Cyfrowy Polsat S.A.

Marvipol Development S.A.

PHN S.A.

Santander Bank S.A.

Ovostar

PKP Cargo

Ronson Development SE

Santander Bank Polska

Work highlights

  • Advised Trigon Dom Makierski and a consortium of banks, as offering agents and co-arrangers on a public offering of PLN1bn senior corporate bonds for Cyfrowy Polsat
  • Advised Bank Pekao on the process of establishing a public PLN350m VII bond issuance programme for Ghelamco.
  • As transactional counsel, advised PHN (the issuer) and a consortium of banks including Bank Pekao, on the establishment of a bond issuance programme and the offering of PLN1bn senior corporate bonds on the main market of the Warsaw Stock Exchange.

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

At CMS Cameron McKenna Nabarro Olswang Pośniak i Bejm sp.k., the team handles initial and secondary public offerings, investment structuring, public company transactions and exits from public markets. On the debt side, the group is well-versed in securitisation projects. In addition to assisting clients with transactions, practitioners are also knowledgeable about shareholder relations and corporate governance issues, and draw on their significant regulatory expertise. Rafał Zwierz, who heads up the department, has a strong transactional background. Senior associate Katarzyna Grodziewicz specialises in securities law, while senior associate Magdalena Zmysłowska is valued for her 'unique knowledge in capital markets regulation'

Practice head(s):

Rafał Zwierz

Other key lawyers:

Katarzyna Grodziewicz; Magdalena Zmysłowska

Testimonials

‘Dedicated and passionate individuals with broad experience in a subject covered. I value the most their ability to provide the clients with a bunch of solution, while clearly explaining all the pros and cons of them.’

‘Rafał Zwierz is the lawyer we want on our side for future deals. Business oriented with calmness that helped a lot in closing negotiation.

Magdalena Zmysłowska has unique knowledge of capital markets regulation, supported by the Ph.D. thesis on delisting. She is able to think not only on the legal level, but also from the business perspective. In other words, she is a rare example of perfect compilation of scholar activities with strong business orientation. ’

‘CMS has a large M&A team with a strong track record in energy sector transactions. They also have one of the largest regulatory teams in Poland, which makes them well-positioned to advise on complex transactions and investment projects. I value their practical approach to solving our problems and find them responsive and supportive.’

‘Engaged’

‘Committed.’

Key clients

Grupa Azoty S.A.

Grupa Azoty Zakłady Chemiczne “Police” S.A.

PKO Bank Hipoteczny S.A.

Work Service S.A.

MZN Property S.A.

DataWalk S.A

Amica S.A.

Nextbike S.A.

Dom Maklerski PKO Banku Polskiego

Sleepz AG

Unum Group

Generali Group

Work highlights

  • Acting as the transaction counsel to a chemical company Grupa Azoty Zakłady Chemiczne “Police” S.A. acting as the issuer, Biuro Maklerskie PKO Banku Polskiego, as the sole global coordinator and the sole bookrunner, as well as Grupa Azoty S.A. as the dominant entity, on secondary public offering of shares and introduction of shares of Grupa Azoty Zakłady Chemiczne “Police” S.A. to trading on the Warsaw Stock Exchange (worth approx. PLN 501m).
  • Advised MZN Property S.A. (Morizon), one of the biggest Polish deliverers of the online property services for individual and institutional clients and owner of the online services Morizon.pl and Lendi.pl – MZN Property S.A. on the investment agreement between MZN Property S.A. and Ringier Axel Springer Media AG for the purposes of sale of 100% of the MZN Property S.A.’s shares to Ringier Axel Springer Media AG through the tender offer.
  • Advised Ferrovial Agromán International SE on the sale of 5% of shares of the Polish listed construction company Budimex S.A. by the listed Spanish construction and engineering company and its majority shareholder, Ferrovial Agromán International SE (indirectly fully owned by Ferrovial) by way of an accelerated bookbuilt private placement addressed exclusively to qualified institutional investors and on fulfilment of disclosure obligations.

Dentons

Dentons has a broad practice that stands out for equity capital markets, although it is also active on the debt and derivatives side. The group is also able to handle regulatory work; one notable example involved assisting GPW Benchmark with obtaining authorisation from the Polish Financial Supervision Authority to administer all indices of the Warsaw Stock Exchange. Elsewhere, a large part of the work relates to public M&A. Jakub Celiński leads the equity capital markets group for the Europe region, and also leads the wider capital markets department in Warsaw. Marcin Bartczak is recommended for his regulatory expertise, as is thought-leader Aleksander Chłopecki.

Practice head(s):

Jakub Celiński

Other key lawyers:

Marcin Bartczak; Aleksander Chłopecki; Inga Dulska; Tomasz Orczykowski

Key clients

Optima Investment

Orbis S.A.

COMSA, Trakcja PRKiI S.A.

Indykpol S.A.

GPW Benchmark

mBank

Avia Solution Group

BNP Paribas Bank Polska

CitiBank Handlowy

Getin Noble Bank

Work highlights

  • Advised a Hungarian private equity fund owned and managed by Optima Investment Ltd. on the acquisition from Lone Star Funds of a Dutch holding company that owns a 61,49% stake in Globe Trade Centre S.A., company listed on the Warsaw Stock Exchange.
  • Advised Orbis S.A. on the sale of 85.8% of its shares by its majority shareholder, Accor S.A., by way of a public tender offer announced by AccorInvest – it was the largest tender offer for a Warsaw Stock Exchange listed company launched in 2019.
  • Assisted GPW Benchmark with the process of obtaining an authorization from the Polish Financial Supervision Authority to administer all Warsaw Stock Exchange indices, including the key: WIG20, mWIG40, sWIG80, NCIndex as well as TBSP.Index, under the EU Benchmarks Regulation (BMR). It is the first authorization of its kind in Poland and one of the first in Europe

DLA Piper

Clients praise DLA Piper's team for displaying 'strong commitment and a very dynamic, creative approach to deals'. It works closely with the firm's international network to advise on high-value public offerings in Poland and abroad, private placements and public M&A. The department is led by equity capital markets expert Jakub Domalik-Plakwicz, who is 'a highly experienced and efficient negotiator'. Counsel Wojciech Kalinowski is active on the regulatory side for debt and equity deals, and regularly represents clients before the Polish financial supervision authorities. Counsel Mateusz Zaleński is another transactional expert to note.

Practice head(s):

Jakub Domalik-Plakwicz

Other key lawyers:

Wojciech Kalinowski; Mateusz Zaleński

Testimonials

‘DLA has outstanding, highly professional ECM and M&A team. Particular strengths include : Top lawyers brought onboard in recent years from top law firms, strong commitment and very dynamic, creative approach to deals. They have deep bench so there is no problem with lack of fire power during the transaction. Definitely on the rise in last few years, particularly due to arrival of Jakub Domalik-Plakwicz.’

‘Our key advisor on all transactional work in Poland is Jakub Domalik-Plakwicz. Top transactional lawyer on the market. He does both M&A and ECM. Top-notch level. Goes extra mile for the client. Extremely business-oriented lawyer.’

‘DLA Piper has very strong ECM practice which gained very strong position on the market in the last couple of years.’

‘Jakub Domalik-Plakwicz is definitely a name to be mentioned. Very strong practitioner. Wojciech Kalinowski is a great regulatory lawyer.’

‘Active team of experienced professionals. They are supportive, willing to assist the client on every step and providing in-depth advice throughout the transaction process.’

‘Jakub Domalik-Plakwicz is a highly experienced and efficient negotiator. He is easy-going and able to deal with any negotiation clashes.’

Key clients

Polnord

Trakcja

OEX

TIM

Photon Energy

Work highlights

  • Advised Polnord, one of the largest residential development companies in Poland, on its EUR 31.7 million public offering of shares. Polnord issued 64.9 million shares, with almost 63.7 million subscribed for by Cordia International, a leading international real estate company in Central and Eastern Europe.
  • Advised Trakcja, a leading Polish infrastructure construction company listed on the WSE, on public offering of new shares addressed to selected existing shareholders and new investors (including the Industrial Development Agency acting as the anchor investor), which was part of one of the largest and most complex restructuring programmes in Poland in recent years (deal value: EUR 230 million).
  • Advising OEX on the purchase of its own shares, which was carried out in connection with the announcement of a share purchase offer by OEX.

DWF Poland Jamka Sp.k

DWF Poland Jamka Sp.k's team advises issuers and investment banks on IPOs, and public company M&A, and it also assists shareholders with corporate governance disputes. The group is supported by a strong tax department, and tax structuring is handled in-house. Jointly leading the team are managing partner Michał Pawłowski, transactional lawyer Filip Urbaniak and Rafał Woźniak, who is entirely focused on capital markets law. Senior associate Magdalena Trzepizur is experienced in initial and secondary public offerings, as well as bond issuances.

Practice head(s):

Michał Pawłowski; Filip Urbaniak; Rafał Woźniak

Other key lawyers:

Magdalena Trzepizur; Krzysztof Kropidłowski; Krzysztof Jagiełło

Key clients

mBank S.A.

Meyra Group S.A.

LC Corp

Work highlights

  • Assisted mBank S.A. with issuing the fairness opinion for the purpose of the tender offer announced for shares of Orbis S.A.
  • Advised Meyra Group S.A. on the early redemption of all bonds series C and D listed on Catalyst.
  • Advised LC Corp on the process of issuing bonds programme of up to amount of PLN 400 million.

Gide Loyrette Nouel

Gide Loyrette Nouel has 'a very approachable and responsive team of lawyers', which is best known for its debt capital markets work. It undertakes all types of debt transactions and structuring issues for a wide variety of domestic and international financial institutions and industry bodies. Robert Dulewicz, who is a 'star', is the head of the department. He specialises in securities and banking law, and has a strong track record in corporate bond issuances. Counsel Michał Śmiechowski's practice is focused on debt securities issues.

Practice head(s):

Robert Dulewicz

Other key lawyers:

Michał Śmiechowski; Agnieszka Kozikowska

Testimonials

‘A very approachable and responsive team of lawyers, always willing to go the extra mile and close a deal on time.’

‘Robert is a star in terms of expertise and client relationship. Always a great pleasure to work with!’

‘Robert Dulewicz is a very experienced professional, big knowledge, client-oriented, hands-on’

Key clients

KGHM Polska Miedź S.A.

Robyg S.A.

Amica S.A..

LPEC S.A.

Komunalne Przedsiębiorstwo Energetyki Cieplej sp. z o.o.

Arctic Paper S.A.

Amercian Heart of Poland S.A.

Tauron Polska Energia S.A.

Port Lotniczy Gdańsk S.A.

mBank S.A. (Commerzbank Group)

Work highlights

  • Advised KGHM Polska Miedź on two series of bond issuances with a maturity of 5 and 10 years respectively, totalling EUR471m.
  • Advised mBank on finance, corporate and regulatory issues relating its EUR3bn EMTN programme.
  • Advised KGHM Polska Miedź on restructuring the current financing of the company through a PLN6bn bond issuance programme.

GESSEL Attorneys at Law

GESSEL Attorneys at Law's 'fast and professional' team regularly advise clients on securities offerings for public trading and share transactions, as well as representing clients in administrative proceedings before the Polish financial supervision authority, and in criminal cases involving securities and equity markets. The department is jointly led by Leszek Koziorowski and Krzysztof Marczuk.

Practice head(s):

Leszek Koziorowski; Krzysztof Marczuk

Other key lawyers:

Magdalena Szeplik

Testimonials

‘They are great, fast and professional.’

Excellent experience, professional. reliable.

Competent, engaged and a can-do attitude.’

They clearly answer the questions asked. They propose solutions tailored to the problem.’

Krzysztof Marczuk is always frank, and never beats around the bush like others lawyers.’

Key clients

CD Projekt S.A.

Kredyt Inkaso S.A.

Enterprise Investors S.A.

Decora S.A.

LUX MED S.A.

Data Walk S.A.

R22 S.A.

ERBUD S.A.

Protektor S.A.

Polnord S.A.

Work highlights

  • Advised Data Walk S.A. on two public offerings (one based on an issue prospectus and the other in a simplified procedure, for qualified investors only).
  • Advised a fund managed by Enterprise Investors and Systexan on the exit of Systexan from an investment in X-Trade Brokers Dom Maklerski
  • Advised CD Projekt on a new share incentive scheme, based on subscription warrants, and the buy-back of its own shares in the form of a public offering.

Linklaters

Linklaters' equity capital markets and financial regulatory group sits within the firm's wider corporate and M&A practice. It handles public company transactions and regulatory issues related to equity and debt structures. Tomasz Zorawski and Jarosław Miller are key names. Managing associate Szymon Renkiewicz is a key name for capital markets transactions, while senior associate Wojciech Kobyliński is a regulatory expert.

Practice head(s):

Daniel Cousens

Other key lawyers:

Szymon Renkiewicz; Piotr Zbyszyński; Maciej Ficiński; Tomasz Zorawski; Jarosław Miller

Key clients

Glamox AS

ING Bank Śląski S.A.

Bain Capital Credit

UniCredit S.p.A.

Engie

AmRest Holdings

Globalworth Poland Real Estate

Hines

Polski Fundusz Rozwoju S.A.

Santander Consumer Bank S.A.

Echo Investment S.A.

Polenergia S.A.

Orange Polska S.A.

Alior Bank S.A.

Mirova

Work highlights

  • Advised Glamox on a P2P transaction related tothe take-over of Warsaw-listed ES-SYSTEM
  • Advised ING Bank Śląski on its acquisition of a 45% stake in NN Investment PArtners TFI from NN International Holdings.
  • Advised Polski Fundusz Rozwoju on a joint enture transaction with Warsaw-listed FERRUM.

Olesinski & Wspolnicy

Olesinski & Wspolnicy's 'hard-working and focused' team brings together expertise in regulatory compliance, tax, finance, labour law and corporate transactions to provide clients with a full-service in relation to capital markets transactions. Clients include a wide range of Polish issuers. Founding and managing partner Rafał Olesiński co-heads the team with Magdalena Tyrakowska-Szymczak and Michał Bogacz.

Practice head(s):

Rafał Olesiński; Magdalena Tyrakowska-Szymczak; Michał Bogacz

Other key lawyers:

Tomasz Wróblewski; Cyryl Szudra; Anna Czornik

Testimonials

The team is very engaged and always tries to find the best and practical approach.’

They are competent, hard-working and focused lawyers. What I appreciate the most is that the whole team is pro-active and knowing our business well initiate reasonable improvements.’

Great professionalism of the support team, commitment to the topics covered.’

They have a very broad expertise in all branches of law, providing their clients with a 360 degree service. The advice they offer in response to different problems within the company is complementary and very coherent.’

Great knowledge, very good communication, attention to all details, 100% effectiveness, the client feels taken care of in every aspect.’

The Olesiński i Wspólnicy team are passionate people who constantly increase their knowledge, understand new technologies very well, are extremely flexible and effective in cooperation.’

The people I work with are competent, have extensive knowledge and experience, always respond to messages addressed to them – they are in contact, provide accurate advice and solutions. I would like to distinguish Michał Bogacz, who specializes in economic law and capital markets law.’

Key clients

Lubawa S.A.

Silver Hexarion Holdings Limited

Tarczyński S.A.

Selena FM S.A.

CCC S.A.

DEVELIA S.A.

Archicom S.A.

INTERSPORT POLSKA S.A.

Lokum Deweloper S.A.

IZOBLOK S.A.

Libet S.A.

Ten Square Games S.A.

ATM Grupa S.A.

Impel S.A.

iFirma S.A.

Crist S.A.

XTPL S.A.

Syrius Investments S.a.r.l.

Work highlights

  • Advised Silver Hexarion Holdings on the purchase of EUR35m shares through subscription warrants in Lubawa.
  • Advised Izoblok S.A. (public listed company) on performing the planned buy-back programme in public market, including the compliance with Market Abuse Regulation.
  • Advised Libet S.A on the review of the company’s strategic opportunities conducted by the company’s Management Board and a particular conditional binding offer for a EUR 21m acquisition of the enterprise of Libet S.A. made by a potential investor.

SSW Pragmatic Solutions

SSW Pragmatic Solutions' team, which handles debt and equity-side work, is primarily known for its 'in depth knowledge of the gaming industry'; this is a particularly active sector for the Warsaw Stock Exchange. The group is experienced in advising games developers on their IPOs. On the debt capital markets side, the group has expertise in bond issuance programmes. Team head Wojciech Szczepaniak is knowledgeable about capital markets regulations and public M&A. Szymon Okoń is the name to note for capital markets financing transactions.

Practice head(s):

Wojciech Szczepaniak

Other key lawyers:

Szymon Okoń; Dawid Brudzisz; Tomasz Kwasniewski; Edyta Rękawek; Karolina Turko

Testimonials

In-depth knowledge of the gaming industry on Warsaw Stock Exchange.’

Great knowledge and communication skills of Szymon Okoń, who is specialized in capital markets. Szymon also has exceptional knowledge of gaming industry sector.

Key clients

Medort S.A.

Paged S.A.

Rank Progress S.A.

Marie Brizard Wine & Spirits S.A. (formerly Belvedere S.A.)

Erbud S.A.

easyDebt Niestandaryzowany Sekurytyzacyjny Fundusz Inwestycyjny Zamknięty

Bioeton S.A. (Bio Stream S.A.)

Famur S.A.

Work Service S.A.

Benefit Systems S.A.

Capital Park S.A.

GetBack S.A.

UBS AG Group

AllianceBernstein

Ipopema TFI

Vantage Development S.A.

Paged S.A.

Marie Brizard Wine & Spirits S.A. (formerly Belvedere S.A.)

Stelmet S.A.

Master Pharm S.A.

WDB Brokerzy Ubezpieczeniowi S.A.

Erbud S.A.

Work Service S.A.

Capital Park S.A.

GetBack S.A.

Aidem Media (BoomBit S.A.)

Advanced Protection Systems Sp. z o.o.

Ferrum S.A.

Rovita S.A.

Santander Bank Polska

Zakłady Przemysłu Cukierniczego “Otmuchów” S.A.

Games Operators S.A.

Brand24 S.A.

Michael/Strom Obligacji Korporacyjnych FIZ

Ten Square Games S.A.

CS Group S.A.

XTPL S.A.

Nestmedic S.A.

Cloud Technologies S.A.

Krynica Vitamin S.A.

T-Bull S.A

Dirlango Sp. z o.o

PlayWay S.A.

UBS AG Group

AllianceBernstein

Cinkciarz.pl

Ipopema TFI

DTP S.A.

CD Project Red

Trigon Dom Maklerski

Awbud S.A.

InventionMed S.A.

PGS Software S.A.

Work highlights

  • Advised Stelmet on a tender offer for 100% of its shares
  • Advised Game Operators on the pre-IPO restructuring regarding transformation into a joint-stock company and for the whole IPO process.
  • Advised Gaming Factory the IPO process of the company.

act BSWW legal & tax

act BSWW's core strength is in capital markets, for which it is called on by brokerage firms, investment banks and funds in the IT and real estate sectors. It handles debt and equity matters, including IPOs and bond issuances. Leading the team are co-managing partners Piotr Wojnar, who focuses on equity transactions, and debt capital markets expert Piotr Smołuch.

Practice head(s):

Piotr Smołuch; Piotr Wojnar

Other key lawyers:

Janusz Szeliński; Łukasz Piekarski; Łukasz Polak

Testimonials

‘Tailor-made approach. Fast and reliable service. Creative approach in achieving set business goals.’

‘Long and deep experience with close approach to current changes in legal environment.’

‘Piotr Wojnar is an institution in himself!’

Key clients

Credit Value Investments (CVI)

Comp

Dekpol

EVIG Alfa

Green House Development

i2 Development

Mercurius Brokerage House

Moderna Holding

Pekao TFI

Semeko

Toya

TFI Skarbiec

Voicetel Communications

ZUK ELZAB

7R

Work highlights

  • Advised CVI Dom Maklerski on over 30 bond issues in 2019-2020
  • Advised Comp S.A. on the sale of shares in PayTel to a Portuguese company Sibs-SGPS.
  • Advised Moderna Holding on the acquisition of 100% shares in Przedsiębiorstwo Budowlane “KOKOSZKI” S.A., a Gdańsk-based developer company.

Hogan Lovells (Warszawa) LLP

Hogan Lovells (Warszawa) LLP has a strong debt capital markets offering, which is embedded in the banking and finance department. It advises arranging banks, lenders, sponsors and borrowers on bond and mortgage bond issuances, as well as securitisation projects. The group is led by Piotr Zawiślak. Rafał Grochowski joined Domanski Zakrzewski Palinka.

Practice head(s):

Piotr Zawislak

Other key lawyers:

Mateusz Dereszyński; Anna Kuczewska

Key clients

Bank Polska Kasa Opieki S.A.

Bank Gospodarstwa Krajowego

Santander Bank Polska S.A.

Santander Leasing Sp. z o.o.

mBank (Commerzbank Group)

Bank BGŻ BNP Paribas S.A.

Credit Agricole Corporate and Investment Bank

Powszechna Kasa Oszczędności Bank Polski S.A.

DnB Bank Polska S.A.

UniCredit Bank AG

Bank Handlowy w Warszawie S.A. (Citigroup)

Alior Bank S.A.

Citibank NA

Work highlights

  • Advised Citigroup Global Markets Ltd and Bank Handlowy w Warszawie SA as arrangers and investors in the securitization of the portfolio of receivables from leasing contracts of PKO Leasing SA. Advice covered legal and tax issues. It was the largest securitization on the Polish market in terms of the amount of receivables.
  • Advised Europejski Fundusz Leasingowy S.A. on a synthetic securitsation of lease receivables. The transfer of credit risk was effected through a guarantee facility granted to Europejski Fundusz Leasingowy S.A. by the European Investment Fund. The guaranteed receivables amounted to PLN 2,1 billion.
  • Advised Bank Polska Kasa Opieki S.A. on preparation of secured bonds issue programme and revenue bond issue programme for Gdańskie Autobusy i Tramwaje sp. z o.o.

Prof. Marek Wierzbowski and Partners Advocates and Legal Counsel

Prof. Marek Wierzbowski and Partners Advocates and Legal Counsel advises clients on public and private offerings of shares, and it also assists brokerage houses and their shareholders with communications with the Polish financial supervision authority. It also handles tender offers, takeovers of listed companies, listings and de-listings of securities on the Warsaw Stock Exchange. Founding partner Marek Wierzbowski leads the group and has a strong track record in equity capital markets transactions. Sławomir Jakszuk, who is a former vice-director of the legal department at the Warsaw Stock Exchange, has substantial transactional and regulatory expertise.

Practice head(s):

Marek Wierzbowski

Other key lawyers:

Sławomir Jakszuk; Joanna Róg-Dyrda; Iwona Gębusia; Klaudia Brzezińska; Anna Jaskułowska

Testimonials

What makes the practice of Prof. Marek Wierzbowski & Partners unique is a full commitment and professionalism, providing the necessary service for our company and very good communication.’

The lawyers are real specialists in the regulations and practice, they have good relations with the financial supervisory authority and investment companies. The strong point of this team is also punctuality. All the tasks entrusted to the firm are performed according to the established schedule.’

Key clients

Prosper Capital Dom Maklerski S.A.

Stalexport-Autostrady S.A.

HM Inwest S.A.

Qumak S.A.

Arts Alliance S.A. (Midven S.A.)

MaxiPizza S.A.

Boryszew S.A.

Grupa LOTOS S.A.

Polski Koncern Naftowy ORLEN S.A.

Energa S.A.

Odlewnie Polskie S.A

Helio S.A.

Comperia.pl S.A.

Provema sp. z o. o.

Sfinks Polska S.A.

Mrowiec Fialek i Wspólnicy

Transactional boutique Mrowiec Fialek i Wspólnicy is most noted for its expertise in capital markets regulations. It is regularly called upon to advise on share deals, as well as on bond issuances. Founding partners Zbigniew Mrowiec and Mirosław Fiałek jointly lead the practice, which draws on its extensive equity and debt capital markets expertise.

Practice head(s):

Zbigniew Mrowiec; Mirosław Fiałek

Other key lawyers:

Paweł Izdebski

Testimonials

The legal team is highly qualified, the lawyers are attentive, open-minded and do the great job. The ‘cooperation with them is very satisfying.’

Close cooperation with the local market, association of brokers which makes the firm recognizable and contributing to the important developments on the Polish market.’

The cooperation with Mr. Mrowiec and Dr Izdebski is simply a pleasure. Great skills – a combination of business acumen and unique legal expertise and practice experience.’

Key clients

PHN S.A.

Grupa Nowy Szpital Holding S.A.

TXM S.A.

Yuniversal Podlaski PM sp. z o.o.

Mota-Engil Real Estate Management Sp. z o.o.

Infinity S.A.

GEO, Mieszkanie i Dom Sp. z o.o.

DL Invest Group PM S.A.

Prime Properties Group (Piotrkowska Development)

Michael Ström Dom Maklerski S.A. / Dom Maklerski Banku Handlowego S.A.

OEX S.A.

Redan S.A.

Work highlights

  • Advised Polski Holding Nieruchomości Son all aspects of the increase of its share capital via the issuance of series E shares.
  • Advised Grupa Nowy Szpital Holding S.A. on the restructuring and amending the terms and conditions of series A bonds.
  • Advised TXM S.A. on the restructuring of its bonds in the arrangement proceedings.

Norton Rose Fulbright

At Norton Rose Fulbright, the team is most active in bond offerings. It sits within the firm's banking and finance department, and advises issuers and security providers on the Polish aspects of international transactions involving high-yield offerings. Grzegorz Dyczkowski leads the team, which includes financial instruments expert counsel Tomasz Rogalski and counsel Marta Kawecka, who regularly handles securitisation deals.

Practice head(s):

Grzegorz Dyczkowski

Other key lawyers:

Tomasz Rogalski; Marta Kawecka; Jacek Smardzewski; Joanna Braciszewska-Szarapa

Key clients

HSBC Bank Plc

Deutsche Bank

Credit Agricole Corporate and Investment Bank

Polskie Linie Lotnicze “LOT” S.A.

JP Morgan Securities plc

Bank of America Merrill Lynch

TAURON Polska Energia S.A.

Goldman Sachs

Greenyard NV

Oriflame Poland Sp. z o.o.

Export Development Canada

Work highlights

  • Advised Citigroup, Barclays, Merill Lynch and others, the initial purchasers on the Polish aspects of the financing through EUR 1.8billion in aggregate of senior secured notes and senior notes issued by Ardagh Group
  • Advised J.P. Morgan as the initial purchasers on the Polish aspects of a USD 600m senior first lien notes issue by Adient, a global supplier of automotive seating
  • Advised Citigroup on the Polish aspects of global multi-currency asset based loan facility and the refinancing of existing debt in respect of the new joint venture group, Trivium Packaging B.V., a JV formed between the Ardagh Group and Exal Corporation.

SMM Legal

SMM Legal has a strong capital markets transactional team, with expertise in the establishment of public funds-of-funds and the cross-roads between venture capital and Polish capital markets. The department is led by Maciej Mataczyński, who is a specialist in equity-based transactions, particularly in relation to the energy sector. Tomasz Jaranowski is a regulatory lawyer who advises on issues of market abuse and disclosure obligations. In 2020, co-founding partner Tomasz Sojka retired.

Practice head(s):

Maciej Mataczyński

Other key lawyers:

Tomasz Jaranowski; Magdalena Cisowska; Miłosz Malaga

Key clients

Polski Koncern Naftowy ORLEN S.A. (PKN ORLEN)

Narodowe Centrum Badań i Rozwoju (National Centre for Research and Development)

Giełda Papierów Wartościowych w Warszawie S.A. (Warsaw Stock Exchange)

Energa-Obrót S.A.

Work highlights

  • Advising PKN Orlen S.A. on acquisition of control of Grupa Lotos S.A. – the largest M&A transaction in the history of the Polish economy.
  • Advising PKN Orlen S.A. on acquisition of control of Grupa Energa S.A. – one of the biggest transaction in Poland in the energy sector in recent years.
  • Advised the Warsaw Stock Exchange on the establishment of its own fund-of-funds to invest in tech-oriented VC funds.

WKB Wiercinski, Kwiecinski, Baehr

WKB Wiercinski, Kwiecinski, Baehr specialises in equity capital markets transactions and advising listed companies. The group has experience in public offerings and floatations on the Warsaw Stock Exchange, as well as public takeovers and take-private transactions. Jointly leading the team are Marta Midloch and counsel Agata Szczepańczyk-Piwek. The group is also regularly supported by M&A-focused Jakub Jędrzejak.

Practice head(s):

Marta Midloch; Agata Szczepańczyk-Piwek

Other key lawyers:

Jakub Jędrzejak

Testimonials

‘Solid standards which are fairly comparable to the performance given by top Polish powerhouses’

‘ Agata Szczepańczyk-Piwek is super committed, responsive and demonstrated superb knowledge of the financing standards’

Key clients

mBank S.A.

mLeasing Sp. z o.o.

LCM Partners

mBank Hipoteczny S.A.

Polski Bank Komórek Macierzystych S.A.

BNP Paribas Bank Polska S.A.

Centrum Rozliczeń Elektronicznych Polskie ePłatności S.A.

Work highlights

  • Advised mBank and mLeasing on the update of the bond issue programme and subsequent bond issue under the amended programme
  • Prepared from scratch a of model agreement model to be used by mBank S.A. for performing the function of issuance agent
  • Advised LCM Partners on the issuance of investment certificates, including the structuring of the transaction and drafting of transaction documents.