Capital markets in Poland

Allen & Overy, A. Pedzich sp. k.

Debt capital markets is an area where Allen & Overy, A. Pedzich sp. k.'s expertise is well-recognised in the market. The team is well-versed in issuances of corporate bonds, as well as complex instruments that are issued on international markets. The group advises banks and insurance companies alike, including in relation to capital instruments and covered bonds. In 2020, the group advised the Polish Development Fund on its PLN100bn bond programme to raise funds in response to the Covid pandemic. Piotr Lesiński is the team leader, and assists arrangers and issuers with domestic and international debt offerings and structured finance deals. Counsel Łukasz Walczyna and senior associate Paweł Mruk-Zawirski are also names to note for capital markets work.

Practice head(s):

Piotr Lesiński

Other key lawyers:

Łukasz Walczyna; Paweł Mruk-Zawirski

Testimonials

1/ agility & versatility – their advice may go beyond the core capital markets area if and when the need be and within originally agreed fees, 2/ forward-thinking in respect of the entire process (transactions that they advise on), 3/ solid knowledge of local/international capital markets law.’

‘Thorough knowledge and expertise in both – local and global DCM. An ability to adapt to changing environment – smooth transfer to virtual meetings during pandemic times, wide use of electronic means.

‘Lukasz Walczyna: A deep knowledge and experience, availability and timely responsiveness. A well established contacts network enables smooth negotiations in case of multi-party agreements/transactions.’

Key clients

Alior Bank

Bank Gospodarstwa Krajowego

Polski Fundusz Rozwoju

KRUK

Tauron Polska Energia

The Ministry of Finance of the Republic of Poland

Polski Fundusz Rozwoju

HB Reavis

Unimot

ING Bank Śląski

Santander Bank Polska

PKO Bank Hipoteczny

Goldman Sachs International

Morgan Stanley & Co. International plc

BEST S.A.

ENEA

Polska Grupa Energetyczna

mBank

Pekao

ING Bank Hipoteczny

Work highlights

  • Advised Alior Bank on establishing a PLN 5 billion structured certificates of deposit programme.  The base prospectus for the programme was the first prospectus of a Polish bank drawn up for the purposes of issuing certificates of deposit.
  • Advised Bank Gospodarstwa Krajowego on the update of its €15bn EMTN programme guaranteed by the State Treasury of the Republic of Poland arranged by HSBC and €500m drawdown under this programme to finance the Covid-19 Response Fund.
  • Advised Polski Fundusz Rozwoju (the Polish Development Fund) 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.

Clifford Chance

The team at Clifford Chance is equally strong in both equity and debt capital markets transactions. On the DCM side, led by Grzegorz Namiotkiewicz , the group is instructed by issuers and underwriters on a wide variety of high-profile bond issuance programmes, which increasingly includes green bonds. Aleksandra Rudzińska has experience of mortgage bond and debt securities issuance programmes. Counsel Jarosław Lorenc heads the up ECM practice. In 2020, he worked with Katarzyna Aleksandrowicz to advise on the Allegro and InPost IPOs, both of which were major transactions in the Polish market.

Practice head(s):

Grzegorz Namiotkiewicz; Jarosław Lorenc

Other key lawyers:

Agnieszka Janicka; Aleksandra Rudzińska; Katarzyna Aleksandrowicz

Key clients

InPost

Banco Santander

mBank S.A.

PKN ORLEN S.A.

Deutsche Bank

Pekao Bank Hipoteczny S.A.

Polish Development Fund (Polski Fundusz Rozwoju S.A.)

Trakcja PRKiI S.A.

Allegro.eu

Cellnex Telecom

Cerrad sp. z o.o.

Ringier Axel Springer Media AG

BNP Paribas

Goldman Sachs

Bank Polska Kasa Opieki S.A

ING

PKO Bank Polski S.A.

AccorInvest Group S.A.

Work highlights

  • Advised J.P. Morgan, Morgan Stanley, Erste Group and Raiffeisen Bank International as joint bookrunners on a debut unsecured green bond issue worth €500 million by Globe Trade Centre. J.P. Morgan acted additionally as a joint global coordinator, sole ratings advisor and green structuring agent, and Morgan Stanley acted as a joint global coordinator.
  • Advised InPost as issuer on the bond issue programme up to PLN 1 billion. The proceeds from any issue under the programme will be used, among other things, to finance the acquisition of the French logistics company Mondial Relay. Also acted on the issue of up to PLN 500 million under Polish law.
  • Advised InPost as issuer on the €490 million high yield bonds under the law of the State of New York. Acted as legal advisors with respect to Polish and Luxembourg law. The proceeds from the issue will be used, among other things, to finance the acquisition of the French logistics company Mondial Relay.

GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.

In 2021, GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.  saw Jarosław Grzesiak retire from private practice, while Karolina Dunin-Wilczyńska moved to an in-house position at People Can Fly. Notwithstanding the departures, the team continues to excel in the equity capital markets space and it also has strong debt capital market capabilities, with it advising on bond issuances. Paweł Piotrowski is ‘an exceptional team leader, fine negotiator and solution seeker‘. He works with Rafał Sieński, who has substantial experience of public offerings of equity and debt securities in Poland and internationally. Finance lawyer Andrzej Wysokinski  is a key name for debt transactions, as is Aleksander Janiszewski.

Practice head(s):

Paweł Piotrowski; Rafał Sieński

Other key lawyers:

Andrzej Wysokiński; Aleksander Janiszewski; Łukasz Pawlak; Daniel Kaczorowski

Testimonials

‘The quality of Greenberg’s partners and associates, their knowledge regarding local market in legal environment changing in high speed are reasons for treating them as the unique company. Due to their knowledge, they are involved in almost all transactions on Polish capital market. They were prepared to work under Covid regime without any delay. They used new technology and it allowed them to help clients in difficult times.’

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

‘GT has a very experienced and business-oriented ECM team. The team is careful, knows the law, knows the regulators and market practice. The team is fully dedicated, very well organized with work spread among different team members in terms of their seniority. The access to partners is very easy if needed. I feel safe working with them.’

‘Very experienced team under good management.’

‘Top-notch choice for capital markets legal advice in Poland. Highly experienced team, dedicated to assist clients in every situation, focused at understanding the needs and finding the best solutions.’

‘Paweł Piotrowski is an exceptional team leader, fine negotiator and solution seeker. Working with Paweł gives comfort even in the most difficult moments of the transaction cycle.’

Key clients

Goldman Sachs International

Wood & Co.

Morgan Stanley

BNP Paribas

ONDE

Benefit Systems

Cyfrowy Polsat

CCC

Wing Group

PCF Group

BofA Securities

Citi

UBS Limited

mBank

Erste Group Bank AG

Trigon Dom Maklerski

Jefferies International Limited

Work highlights

  • Acted as Polish legal counsel to the investment banks in the initial public offering of shares in Allegro.eu (“Allegro”) and the admission of Allegro shares to listing on the Warsaw Stock Exchange. The value of the shares sold in the IPO amounted to PLN 9.2 billion (PLN 10.6 billion including the over-allotment shares) and is the largest IPO in Poland’s history.
  • Advised ONDE S.A. on the initial public offering of shares in ONDE and their admission to trading on the regulated market operated by the Warsaw Stock Exchange. ONDE is a leading infrastructure contractor for the renewable energy sector, in particular wind and solar PV farms in Poland.
  • Advised PCF Group S.A. on the initial public offering of shares in PCF Group and their admission to trading on the regulated market operated by the Warsaw Stock Exchange. PCF Group runs the People Can Fly studio, which is one of the three most experienced Polish game developers in the AAA segment.

Rymarz Zdort

Rymarz Zdort continues to impress in the field of capital markets, with it being an eminent name for debt and equity capital markets offerings. The firm has strong connections with Freshfields Bruckhaus Deringer LLP and Latham & Watkins, often working with those firms in cross-border mandates. On the ECM front, the group has experience of advising on a number of high-profile IPOs in Poland and across the CEE region, including Rule 144A IPOs of private and privatised state-owned corporations. For debt, the team is well-versed in high-yield bond transactions and the gamut of debt securities. Ewa Bober 'makes this practice unique'. Marcin Iwaniszyn is the main contact in the DCM team and is known for domestic and international debt securities work. Marcin Chyliński left the firm.

Practice head(s):

Marcin Iwaniszyn

Other key lawyers:

Pawel Rymarz; Pawel Zdort; Ewa Bober

Testimonials

‘Ewa Bober makes this practice unique.’

‘Ewa Bober is an excellent specialist in capital markets. Her experience, dedication and method of communication are unique and contribute to establishing a well-grounded relationship with the client, which are based on total trust and giving a great sense of security.’

‘The cooperation was more than satisfactory – they were responsive and quick. Unique experience in capital market issues and MAR reporting.’

‘RZ’s emergence in the Polish market is off to a glittering start. A top notch team with deep expertise in Polish capital markets who bring a client-centric approach.’

Key clients

Credit Suisse Securities

Sociedad de Valores, S.A.

J.P. Morgan AG

IPOPEMA Securities S.A.

Pepco Group N.V.

Pepco Holdco Limited

BIF IV Europe Holdings Limited

CANAL+ Polska S.A.

Ten Square Games S.A.

AccorHotels

Active Ownership Capital S.à.r.l.

Cordia International Zrt.

Ronson Development SE

Globe Trade Centre S.A.

mBank S.A.

Haitong Bank, S.A.

Eurocash S.A.

Work highlights

  • Advised Pepco Group N.V. on Polish law matters related to the initial public offering of shares in Pepco and their admission and introduction to trading on the regulated market operated by the Warsaw Stock Exchange, the largest IPO in Poland in terms of value in 2021.
  • Advised Credit Suisse Securities, Sociedad de Valores, S.A. and J.P. Morgan AG, the joint global coordinators and joint bookrunners, and IPOPEMA Securities S.A., a joint bookrunner, on the IPO of Huuuge, Inc. and on the admission and introduction of the shares in Huuuge, Inc. to trading on the regulated market operated by the Warsaw Stock Exchange, the largest IPO of a gaming company in the history of the Warsaw Stock Exchange in terms of value.
  • Advised two major shareholders of Ten Square Games S.A. and the founders of the company, Maciej Popowicz and Arkadiusz Pernal, in connection with an offer for the sale of shares in the company conducted by way of an accelerated book-building process.

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

White & Case M. Studniarek i Wspólnicy – Kancelaria Prawna sp.k. is ‘distinguished by a unique approach to business, the market and related legal issues‘. It advises on a full range of debt and equity capital markets transactions, as well as related structured finance, derivatives, securitisations and corporate trusts matters. The group, which has strong English law capabilities, is regularly instructed in Polish mandates, as well as deals across the CEE region. Marcin Studniarek leads the group, with significant recent experience of high-profile IPOs and public M&A. Rafał Kamiński, who made partner in January 2021, takes the lead in a number of regional deals. Andrzej Sutkowski and Grzegorz Abram are key members of the debt capital markets practice.

Practice head(s):

Marcin Studniarek

Other key lawyers:

Rafał Kamiński; Andrzej Sutkowski; Grzegorz Abram; Bartosz Smardzewski

Testimonials

‘White & Case is a firm that has the highest quality of partners and associates. They are always open for cooperation and explaining even the most complicated legal situations. They know the fast-changing legal environment and are always able to help in the most complicated deals. That is why they are involved in almost all important Polish capital market transactions.’

‘The team led by Marcin Studniarek is distinguished by a unique approach to business, the market and related legal issues. Nobody understands the technical details and business environment as well as they do.’

‘Rafał Kamiński deals with the legal issues of capital markets without a map. It is he who creates new solutions, taking into account not only the interests of a specific client, but the entire market and various stakeholders.’

‘A business approach tailored to the client’s needs. Thorough knowledge supported by the best experience on the market.’

‘Great communication with the client. Time availability tailored to the client’s needs. Understanding the niche industry in which the client operates.’

Key clients

Huuuge Inc.

Play Communications S.A.

P4 Sp. z o.o.

Benefit Systems S.A.

Celon Pharma S.A.

Polish Enterprise Fund VIII (PEF VIII)

PKN Orlen S.A.

R. Power

The State Treasury of the Republic of Poland represented by the Minister of Finance

mBank S.A.

Ghelamco Invest

Ghelmaco Poland Sp. z o.o.

Bank Gospodarstwa Krjaowego

Erste Group Bank

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

CMS Cameron McKenna Nabarro Olswang Posniak i Bejm sp.k. is most noted for its equity capital markets work, with a varied practice involving IPOs, development strategies for public companies, secondary and private placements and public market exits. The group is also increasingly active in securitisations. Practice head Rafał Zwierz often advises issuers and underwriters on a range of multijurisdictional public offerings and M&A. Senior associate Magdalena Zmysłowska is another key name for capital markets and corporate governance issues. In September 2021, Rafał Zakrzewski joined from Baker McKenzie Krzyżowski i Wspólnicy Sp.k.. Since publication, Katarzyna Grodziewicz left the firm.

Practice head(s):

Rafał Zwierz

Other key lawyers:

Magdalena Zmysłowska; Rafał Zakrzewski

Key clients

Advent International Corporation

InPost S.A.

Grupa Azoty S.A.

Grupa Azoty Zakłady Chemiczne „Police” S.A.

PKO Bank Hipoteczny S.A.

BNP Paribas Bank Polska S.A.

ING Bank Śląski S.A.

mBank S.A.

Bank Pekao S.A.

MZN Property S.A.

DataWalk S.A.

Nextbike S.A.

Biuro Maklerskie PKO Banku Polskiego

Work highlights

  • Advised InPost S.A on its first public offering and listing on the Euronext Amsterdam Stock Exchange – this was one of the largest IPOs to date of a business group from Poland (IPO’s value: €3.2bn), and the first IPO of a Polish company on Euronext Amsterdam.
  • Advised BNP Paribas Bank Polska S.A., Bank Pekao S.A. acting as dealers and co-arrangers and ING Bank Śląski S.A. acting as dealer on the establishment of the public bond issue programme with a value of up to PLN1bn by InPost S.A. and the first issuance of PLN-denominated bonds under the programme (with a total nominal value of PLN500m). The bonds issued under the programme were offered to qualified investors only and were introduced to trading in the alternative trading system organized by the Warsaw Stock Exchange.
  • Advised mBank S.A., which performed the function of security administrator, in connection with establishment of security for the first bond issuance (with a total nominal value of PLN500m) under the bond issue programme established by InPost with a total maximum nominal value of PLN1bn.

Dentons

At Dentons, the Warsaw office is a hub for the firm’s capital market practice in the CEE region and it works closely with the firm’s team in London. Department head Jakub Celiński leads the Europe ECM practice, but the group is also closely involved in DCM transactions in Poland and across the region, particularly in the energy and real estate arenas. The team is often instructed to handle the Polish aspects of IPOs and SPOs and has also developed a strength in green bond issuances. Paweł Grabowski is noted for working on public M&A, which is also increasingly an area of specialism for associate Paulina Galewska.

Practice head(s):

Jakub Celiński

Other key lawyers:

Paweł Grabowski; Paulina Galewska

Testimonials

‘Very experienced partners and mid-level attorneys active personally in all processes. Dealing with M&A transactions I strongly believe the process requires intensive high level contact from legal advisers.’

‘Paweł Grabowski is very experienced in internationally important cross-border M&A transactions and is very hands-on. Jakub Celiński is one of the most experienced ECM legal advisers in Poland.’

Key clients

Optimum Ventures Magántőkealap

Globe Trade Centre

Mansa Investments

COMSA

NREP

FM Forte

Nordic Real Estate Partners

Echo Investment

Photon Energy

Warsaw Stock Exchange

mBank

Fortum

Bank Gospodarstwa Krajowego

EBRD

Indykpol

Work highlights

  • Advised Globe Trade Centre on its successful debut unsecured green bond issue of €500m with a coupon of 2.25% per annum, maturing on 23 June 2026. The green bonds are to be listed on Euronext Dublin.
  • Advised the Joint Global Coordinators and Bookrunners on an IPO of AB Ignitis grupė, through which the company raised €450m on its Rule 144A/Regulation S initial public offering and dual listing of global depositary receipts (GDRs) on the London Stock Exchange and shares on Nasdaq Vilnius.
  • Advised the majority shareholder in Polenergia S.A. – Mansa Investments – on an investment and shareholders agreement with an affiliate of Brookfield Renewable Partners L.P. and a public tender offer for shares in Polenergia S.A.

DLA Piper Giziński Kycia sp.

DLA Piper‘s practice focuses on equity capital markets transactions, and it attracts a strong flow of mid-cap and upper mid-cap deals in Poland and abroad. The group has experience of IPOs, private placements and public M&A. The team is led by Jakub Domalik-Plakwicz, and includes counsel Wojciech Kalinowski, a transactional and regulatory specialist with an impressive track-record in public M&A. Senior associate Anna Chrabota-Bajson is another name to note.

Practice head(s):

Jakub Domalik-Plakwicz

Other key lawyers:

Wojciech Kalinowski; Anna Chrabota-Bajson

Testimonials

‘A team of highly committed lawyers, ready to provide services regardless of the time.’

‘DLA’s transactional team is highly professional, committed and responsive. They have very strong expertise in complex, public M&A transactions. This is one of top teams on the market. What stands out is excellent level of expertise, business-oriented approach and negotiation skills.’

‘Jakub Domalik-Plakwicz led the team on both transactions we had an opportunity to work with him on. He is a leading M&A lawyer with strong focus on public deals. He is highly professional and very strong in the negotiation room. Wojciech Kalinowski is also a name to note. He did a terrific job on both deals.’

‘In my view, the capital markets team led by Jakub Domalik-Plakwicz is one of 2-3 leading ECM teams in Poland right now. The team is very active in the market doing a lot of IPOs and public M&A deals. They are very goal-oriented, creative and hard-working.’

‘Jakub Domalik-Plakwicz is my “go-to” transactional lawyer. He demonstrates great expertise in both M&A and ECM and is excellent negotiator with a business-oriented approach. He brings great quality and peace of mind to the table when it comes to complex transactional work. I have also worked with Wojciech Kalinowski who did great job on the project.’

‘Very active and client oriented team, straightforward in contacts and focused at understanding the needs and finding the most suitable solutions.’

‘Jakub Domalik-Plakwicz is an excellent team leader, fine negotiator and solution-seeker.’

Key clients

Discovery

Liberty Global

Biomedycyna Polska

Dadelo

Dahlia Finance

OEX

Photon Energy

Polnord

PGS Software

BEWI

Work highlights

  • Advising the investment banks Biuro Maklerskie PKO BP, mBank and WOOD & Co. on the initial public offering of shares in Shoper S.A.
  • Advising Polnord on its €31.7m public offering of shares. It is one of the largest public offerings in Poland in recent years.
  • Advising Dadelo on its €18m initial public offering and admission to trading on the regulated market operated by the Warsaw Stock Exchange.

act BSWW legal & tax

Capital markets transactions are a core area of strength for act BSWW legal & tax, which houses experts in equity and debt offerings and a client base of brokers and issuers. The team is co-led by managing partners Piotr Smołuch and equity capital markets expert Piotr Wojnar, who is instructed in IPOs and public M&A, alongside Janusz Szeliński. Sebastian Sury is another name to note for public and private bond placements.

Practice head(s):

Piotr Smołuch; Piotr Wojnar

Other key lawyers:

Janusz Szeliński; Sebastian Sury

Testimonials

Quick legal service during any business hours.’

Professional approach and knowledge in our market area. Open to new ideas, able to implement the right construction in the documents. Capital markets is a specific type of law, BSWW law firm leads the way in this narrow group of specialists.’

Knowledge, flexibility, availability, fast service.’

Strong experience concerning bond market transaction – especially conducted in private debt structure, but not only.’

Piotr Smołuch is business oriented, having deep understanding of business perspective and surroundings, good negotiations skills. Sebastian Sury prepares high quality of documents, is helpful in negotiations process and has wide knowledge concerning not only legal rules, but also market standards.’

The team is very flexible, responsive and innovative in terms of handling the legal project. They provide a hands-on attitude and are always ready to adjust to the ever-changing deal structure. What matter the most is that they provide senior or partner-level advice each time, regardless of the transaction size or complexity. The project team is usually very broad so they can manage a few different transaction tasks simultaneously.’

Piotr Smołuch is our point of contact at the firm. Piotr is responsive and has a very pragmatic business approach. He is always on top of the assigned projects. Very versatile and knowledgeable about capital markets and corporate matters.’

Janusz Szeliński is a very efficient lawyer. Very proactive and solution-oriented. He provides us with ongoing legal support and advices on information policy.’

Key clients

Arcona

Cavatina

Comp

Cordia

CVI Dom Maklerski

Carlson Investments

Dekpol

Develia

Evig Alfa

Green House Development

Home Construction & Design

MA Investments

mBank

Michael / Ström Dom Maklerski

Pekao TFI

Satoria

Skarbiec TFI

Vee S.A.

ZUK Elzab

7R

Work highlights

  • Advised investment funds managed by Pekao TFI S.A., which developed – in cooperation with Bank Pekao S.A. and Pekao Investment Banking S.A. – on the structure of a program involving the PLN2.5bn issue of bonds of the Warsaw municipal waste company (Miejskie Przedsiębiorstwo Oczyszczania w m. st. Warszawie sp. z o.o.), aimed at financing the modernization and extension of the municipal waste incineration plant, as well as the construction of a waste segregation plant for Warsaw.
  • Advised Cordia International Zrt., the main shareholder of Polnord S.A., on a public tender offer for all remaining shares of Polnord S.A., aimed at subsequent delisting of the entity from the regulated market. Also advised Cordia Poland on the first bond issue in Poland to finance its further expansion in the Polish market.
  • Advised Comp S.A. on the fourth (final) stage of the sale of 100% shares in PayTel, a Polish payment institution, to a Portuguese company, Sibs-SGPS.

Baker McKenzie Krzyzowski i Wspólnicy Sp.k.

2021 was a year of change for the team at Baker McKenzie Krzyżowski i Wspólnicy Sp.k., which saw former practice head Ireneusz Stolarski leave the legal profession,  In addition, Krzysztof Haładyj co-founded MJH Moskwa Jarmul, Haładyj I Wspólnicy, while Rafał Zakrzewski left for CMS Cameron McKenna Nabarro Olswang Posniak i Bejm sp.k.. Counsel Michal Glowacki  (‘a very knowledgeable lawyer, with extended experience and precise in his advice‘) has expertise in debt and equity capital markets transactions, including in relation to regulatory issues. Associate Bartosz Ordon is increasingly active in the space of debt instrument offerings. Marcin Chyliński joined the firm in April 2022 to lead the practice. Counsel Katarzyna Grodziewicz was a new arrival in May 2022.

Practice head(s):

Marcin Chylinski

Other key lawyers:

Paweł Wajda; Paweł Długoborski; Bartosz Ordon; Michał Głowacki; Katarzyna Grodziewicz

Testimonials

‘This year we have carried out several bond issue transactions with Baker McKenzie. We rely on their experience in this area and their excellent assessment of the regulatory and market situation – in my opinion incomparable to other law firms on the market.’

‘The lawyers are reliable. Thanks to Baker McKenzie we have implemented in our DCM documents and transactions the newest legal solutions, up to date market standards and solutions that – as far as we could observe – were subsequently adopted by other Polish issuers and some of them are current market standards.’

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

Key clients

Polish Stem Cells Bank (PBKM)/ FamiCord Group

GI Group

Milkiland

PGNIG S.A.

Polska Grupa Farmaceutyczna SA

EFL

Pekao

mBank

PKO BP

BNP Paribas

Credit Agricole

Santander Bank

ING

Credit Agricole

Bank PKO BP S.A.

Bank Pekao S.A.

BNP Paribas

Trigon Dom Maklerski S.A.

Noble Securities S.A.

Michael Strom

PHN S.A. C

Santander Bank S.A.

Anwim S.A.

Atal S.A. and Bank BNP Paribas S.A.

Total Specific Solutions (“TSS”)

Work highlights

  • Advised the issuer PGNIG S.A. and a consortium of banks (Pekao S.A., ING Bank Śląski S.A., BNP Paribas Bank Polska S.A. and Bank Handlowy w Warszawie S.A.) on revision a bond issuance program of up to PL5bn.
  • Advised Bank PKOBP and a consortium of banks in the process of the execution of Ghelamco’s (European real estate developer) public (based on the prospectus) PLN350m bond issuance program.
  • Advised the main shareholder of LPP S.A. and Trigon Dom Maklerski on obtaining financing from BNP Paribas Bank Polska. The funds raised in the amount of PLN350m were used to purchase shares of LPP listed on the Warsaw Stock Exchange.

DWF Poland Jamka Sp.k

DWF Poland Jamka Sp.k advises on the gamut of equity and debt capital markets transactions, with its team often working closely with the firm’s London offices. The group is well-versed in assisting issuers and investment banks with IPO matters, as well as public M&A. In the debt space, lawyers are active in handling securitisations and structured products, drawing on substantial financial regulatory knowledge. Michał Pawłowski, Filip Urbaniak and Rafał Woźniak take the lead on most transactions. Counsel Krzysztof Kropidłowski has a growing reputation for advising on bond issuances and the Polish due diligence aspects of IPOs.

Practice head(s):

Michał Pawłowski; Filip Urbaniak; Rafał Woźniak

Other key lawyers:

Lech Najbauer; Krzysztof Kropidłowski; Magdalena Trzepizur; Krzysztof Jagiełło; Mateusz Baszczyk

Testimonials

‘The team is very experienced, but most of all, they are active in searching for solutions in a timely manner.’

‘The team comprises of intelligent and experienced people who quickly find solutions. The advice is always precise and clear. Their competitors are slow and have a tendency to write 50 pages books, which are only meant to protect their liability, instead of helping with the solutions.’

‘They are business-oriented, skilled lawyers, who are always looking for good business solutions. They are a pragmatic and strong team with good breadth of experience. The team has a practical approach on matters and provides quick solutions. They cooperate closely with each other across practice teams and jurisdictions what guarantees a positive outcome.’

‘Michał Pawłowski is a business-oriented lawyer; his ability to come up with solutions and solve problems is outstanding. He is a go-to lawyer in the capital markets and M&A space. Rafał Woźniak is good in taking things forward on time and coming up with solutions on difficult matters, we value his attention to details on tricky transactions.’

‘Open minded and fresh thinking looking for new solutions.’

Key clients

mBank S.A.

Meyra Group S.A.

LC Corp

Enter Air

GameOn Creative Inc.

CentralNic Group plc

Dobra Energia dla Olsztyna Sp. z o.o.

Work highlights

  • Advised GameOn Creative Inc. on Polish aspects of the sale of shares in Game On Creative Inc. to PCF Group S.A. and subsequent reinvestment of the purchase price in the newly issued shares of PCF Group S.A.
  • Advised CentralNic Group plc on Polish aspects of the acquisition of Zeropark and Voluum businesses, as well as certain assets from entities belonging to Codewise group.
  • Advised Dobra Energia dla Olsztyna Sp. z o.o. on the process of issue of bonds with a total nominal value of PLN48m offered to fund managed by PFR TFI.

GESSEL Attorneys at Law

GESSEL Attorneys at Law‘s capital markets department is jointly led by Leszek Koziorowski, who has ‘the knowledge and experience of the market, as well as high-level competences‘ and Krzysztof Marczuk, who is ‘good at managing the legal and business aspects of an issue’. It is known for both equity and debt capital markets transactions, such as IPOs, share issues, block trades, bond issues and asset buy-backs. Managing associate Magdalena Szeplik is a name to note.

Practice head(s):

Leszek Koziorowski; Krzysztof Marczuk

Other key lawyers:

Magdalena Szeplik; Julia Trzmielewska; Michał Wieliński

Testimonials

‘Highly engaged team with significant experience in equity capital markets. Very good price to quality ratio. Experience in emerging sectors, such as biotech, big-data.’

‘Krzysztof Marczuk and Magdalena Szeplik are both top-notch when it comes to know-how of Polish equity capital markets. They are always available and heavily involved in the process.’

‘Very good contact with the client, availability at the highest level and good ongoing customer support.’

‘Gessel cooperates with qualified specialists, in particular attorney at law Leszek Koziorowski. He has the knowledge and experience of the market as well as high-level competences.’

‘They have good negotiation skills and know-how. They have high performance and ability to stick to the deadlines. I can always rely on their extensive knowledge and good sense of business. The team always give solutions to any problems and they can see issues ahead. I can strongly recommend them as a reliable and efficient legal advisors.’

‘The team provide legal services at the highest, world-class level. Krzysztof Marczuk has good communication skills – I like working with him, because he always concentrate on work, but in the meantime he is a really nice person. He is in line with clients’ needs and good at managing the legal and business aspects of an issue.’

Key clients

CD Projekt S.A.

Benefit Systems S.A.

Enterprise Investors

Polwax S.A.

DataWalk S.A.

Pure Biologics S.A.

Haitong Bank S.A.

Dom Maklerski BOŚ S.A.

Creepy Jar S.A.

IPOPEMA Securities S.A.

Decora S.A.

Vercom S.A.

Cavatina Holding S.A.

OEX S.A.

Work highlights

  • Supported CD Projekt in formulation of the premises of its share buy-back programme (value: PLN1.7bn)
  • Advising the Polish branch of Haitong Bank S.A. on the Benefit Systems bonds programme (value: PL100m)
  • Advising POLWAX S.A. on a secondary public offering with rights for existing shareholders (value: PLN20m)

Linklaters

Linklaters' equity capital markets practice is a cornerstone of the work undertaken by the firm's corporate department. The group, which is led by English-qualified Daniel Cousens and managing associate Szymon Renkiewicz, handles share deals and public M&A. It also works with the banking and finance team on debt capital markets transactions and regulatory issues. Marcin Schulz is also recommended.

Practice head(s):

Daniel Cousens; Marcin Schulz

Other key lawyers:

Szymon Renkiewicz

Testimonials

‘A very good team with extensive regulatory and transactional knowledge, as well as a practical approach to legal problems. Marcin Shulz and Szymon Renkiewicz complement each other very well by combining practice in the field of M&A and capital markets.’

‘Practical approach, very good communication skills, client oriented and fully dedicated.’

Key clients

Polski Fundusz Rozwoju S.A.

Nexi S.p.A

PZU S.A.

Work highlights

  • Advised PZU S.A. and its fully owned subsidiary PZU Życie S.A. with respect to its co-investment in new shares issued by RUCH S.A. in connection with its restructuring. The new shares were taken up by PKN Orlen S.A. (65%), PZU (14.5%), PZU Życie S.A. (14.5%) and Alior Bank S.A. (6%).

SSW Pragmatic Solutions

SSW Pragmatic Solutions has an excellent record in equity capital markets transactions and public M&A. The group also boasts a solid debt capital markets practice, drawing on Szymon Okoń‘s significant reputation for bond issuances and securities transactions; he is ‘not only a good lawyer, but also a great financial analyst and professional on every activity and detail‘. Team head Wojciech Szczepaniak has a varied practice that covers public offerings and bond issuances, in addition to share transactions. Senior associates Dawid Brudzisz and Paweł Izdebski are also recommended.

Practice head(s):

Wojciech Szczepaniak

Other key lawyers:

Szymon Okoń; Dawid Brudzisz; Paweł Izdebski

Testimonials

Szymon Okoń is knowledgeable, communicative and has a no-nonsense approach.’

Legal support provided with all stages of IPO procedure. SSW team has strong commercial awareness and proactive approach.’

Szymon Okoń commands a strong reputation and has a wealth of experience in this sector. His very good understanding of the underlying economics makes his legal advice even better.

Fully committed and professional approach, trustworthy for my clients. Innovative approach.’

The team is known for exceptional strength across the entire capital markets spectrum. Boasts an enviable client base comprising prestigious corporates and financial institutions. Competent, hard-working and helpful.’

Szymon Okoń is very recognized in the market. I am impressed with his very pragmatic working style, proactive communication and high accessibility.

They are particularly good at explaining the legal background and putting things into context. Very professional and reliable.’

Szymon Okoń is not only a good lawyer, but also a great financial analyst and professional on every activity and detail. His very strong professional experience in numerous capital markets transactions, combined with educational background, enables him to provide clients with tailor-made advice concerning not only purely legal issues but also financial issues.’

Key clients

Meyra Group S.A. (Medort S.A.)

Fabryki Sprzętu I Narzędzi Górniczych Grupa Kapitałowa FASING S.A.

Paged S.A.

Rank Progress S.A.

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

Erbud S.A.

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

Famur S.A.

Work Service S.A.

Benefit Systems S.A.

Capital Park S.A.

UBS AG Group

AllianceBernstein

Ipopema TFI

Vantage Development S.A.

VEHIS Sp. z o.o.

Nextline

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.

Capital Park S.A.

BoomBit S.A.

Ferrum S.A.

Games Operators S.A.

Brand24 S.A.

Michael/Strom Obligacji Korporacyjnych FIZ

Ten Square Games S.A.

XTPL S.A.

PlayWay S.A.

UBS AG Group

AllianceBernstein

Work highlights

  • Advised Mo-Bruk during the process of admission of the company’s shares to trading on the WSE.
  • Advised Mercator Medical during the process of ABB financing.
  • Advised WDB Brokerzy Ubezpieczeniowi and its main shareholders in the squeeze-out procedure and delisting of the company. Subsequently, the firm was mandated to proceed with the advisory on sale of the shares in the company to the external investor.

WKB Wiercinski, Kwiecinski, Baehr

WKB Wiercinski, Kwiecinski, Baehr handles debt and equity capital markets transactions for a wide range of market participants, including major Polish banks. Agata Szczepańczyk-Piwek leads the well-established DCM group, which specialises in bond and mortgage-covered bond issuances, and securitisation deals. The ECM practice is led by Marta Midloch, focusing on public M&A and capital markets regulations, with Jakub Jedrzejak‘s expertise covering the spectrum of share transactions.

Practice head(s):

Marta Midloch; Agata Szczepańczyk-Piwek

Other key lawyers:

Jakub Jędrzejak; Katarzyna Kozak; Monika Obiegło

Testimonials

‘We want to recommend their work as they provide excellent value-for money advice. They are knowledgeable, committed and always deliver on time. Their advantage is in their ability to present available options clearly, taking into consideration both legal as well as commercial aspects of matters. Last but not least – we want to praise their excellent attention to details.’

‘Agata was very precise in her advice, presenting solutions in structured and simple way. Her responsiveness, open-mindedness to seek new, out-of-the-box solutions and paths differs her from the competitors. She has tremendous knowledge regarding bond issue programmes and we knew we were in capable hands.’

‘We also worked with Monika Obiegło, who acted as Agata’s right hand. She likewise possesses broad knowledge on the bond issuing subject and was extremely helpful during our cooperation.’

Key clients

mBank S.A.

mBank Hipoteczny S.A.

Alior TFI S.A.

LCM Partners Limited

Bank Ochrony Środowiska S.A.

Accolade GroupIntrum TFI S.A.

ZKZL Sp. z o.o.

Miejskie Wodociągi i Kanalizacja w Bydgoszczy sp. z o.o.

Polski Bank Komórek Macierzystych S.A.

Work highlights

  • Advised mBank mortgage bank on its PLN1bn bond issue programme.
  • Acted as independent law auditor of the bank with respect to PLN500m green bond programme documentation.
  • Advised LCM Partners Limited and its portfolio companies on their investments in Polish investment funds.

Deloitte Legal, Ostrowski, Gizicki i Wspólnicy sp.k.

Deloitte Legal, Ostrowski, Gizicki i Wspólnicy sp.k. draws on its tax and financial advisory divisions to handle a wide range of capital markets transactions, including IPOs and SPOs, as well as ABB transactions and dual-listings of companies on the Warsaw stock exchange. The group also has expertise in compliance matters, with expertise in disclosure requirements and market abuse regulations. The group is co-led by Ryszard Manteuffel and Piotr Siezieniewski. Senior associate Mikołaj Chodkiewicz is a specialist in securities law.

Practice head(s):

Ryszard Manteuffel; Piotr Siezieniewski

Other key lawyers:

Mikołaj Chodkiewicz; Krystian Kowalski; Łukasz Duchiński

Testimonials

Extensive knowledge in all aspects of capital markets from IPOs and SPOs, ongoing information obligations of public companies, investment funds as well as regulatory requirements for financial institutions. Public M&A is also a strength.’

Highly professional team with broad experience in both equity capital markets, as well as M&A.’

Ryszard Manteuffel and Piotr Siezieniewski both exhibit high availability and deep involvement in the process, as well as pragmatic attitude to problem solving.’

Fully professional and reasonable at pricing. Wide experience which allows them to solve also more complicated cases with full confidence as to the outcome.’

They are very business and solution-oriented. You can ask them for help and they get things done.’

Ryszard Manteuffel is a very talented manager. He knows how to help, he knows how to address your needs, he approaches you with the best option you can have.’

Key clients

Scope Fluidics S.A.

ZPUE S.A.

Chatham Financial

Work highlights

  • Advised InPost on its listing on the Euronext Amsterdam Stock Exchange.
  • Advised Scope Fluidics  on its admission on the main market of the Warsaw Stock Exchange (a molecular diagnostics company) shares and potential SPO.
  • Assisted ZPUE S.A. with public tender offers on its shares.

Domanski Zakrzewski Palinka

Domanski Zakrzewski Palinka‘s team has broad experience of equity capital markets transactions in Poland, including IPOs and SPOs, in addition to acting as Polish counsel in international transactions. The department, which is led by Andrzej Foltyn, is also instructed in debt capital markets transactions. Magdalena Skowrońska has expertise in capital markets regulations. In March 2021, the group was strengthened by Rafał Grochowski‘s arrival from Hogan Lovells (Warszawa) LLP.

Practice head(s):

Andrzej Foltyn

Other key lawyers:

Rafał Grochowski; Magdalena Skowrońska; Piotr Jackowski

Testimonials

The team was professional, disciplined, to the point, accessible. The team was well-composed for the task at hand. The communication was good. The quote was reasonable and the final bill landed within the quote. The team was cooperating well. It all sounds trivial, but I have never worked with a law firm that checked all the boxes like DZP.’

Each team member was professional and well-organised. The team members were self-starting. Contrary to my experiences with other firms, practically no effort was necessary on my end to manage the process. The team members were scheduling work and coordinating between themselves seamlessly. The drafting and the memos were well-structured and generally I felt that many of my anticipated questions were answered pre-emptively in the accompanying memos.’

Key clients

Idea Money S.A.

Square Enix Ltd.

EQUINOR ASA

Cisco Systems, Inc.

William Hill International

Eiffel Investment Group

Codility

Bright Machines

Razer Inc.

UNIBEP S.A.

URBASER S.A.U

DNB Bank Polska S.A.

Work highlights

  • Advised Idea Bank S.A. on the sale of a controlling stake in one of its important factoring companies, as well as the issuance of Idea 247 bonds.
  • Advised Square Enix on the Polish aspects of its IPO.

Gide Loyrette Nouel

In mid-2021, Gide Loyrette Nouel‘s former debt capital markets head Robert Dulewicz left private practice, with counsel Michał Śmiechowski taking over as head of the department. The group is most noted for its work across the spectrum of debt securities, working closely with the firm’s teams in Paris, London and New York. Senior associate Agnieszka Kozikowska has experience of handling Euro medium-term note programmes.

Practice head(s):

Michał Śmiechowski

Other key lawyers:

Agnieszka Kozikowska

Testimonials

‘Great experienced team.’

Key clients

mBank

European Investment Bank

Volkswagen Financial Services Polska

Tauron Polska Energia

Bank Pekao

Haitong Bank

Jastrzębskie Zakłady Remontowe

Przedsiębiorstwo Państwowe “Porty Lotnicze”

KGHM Polska Miedź S.A

Work highlights

  • Advising European Investment Bank on acquisition of PLN2.5bn worth of bonds issued by Polski Fundusz Rozwoju S.A.
  • Advising Volkswagen Financial Services Polska on the preparation of a bond issue programme of up to PLN3bn.
  • Advising mBank S.A. and Bank Pekao on the establishment of a new bond issue programme with a value of up to PLN500m under a public bond issue programme organised by Robyg S.A.

Hogan Lovells (Warszawa) LLP

At Hogan Lovells (Warszawa) LLP, the banking and finance team has expertise in advising arrangers, originators and trustees on a wide range of securitisation transactions, including CLOs and residential and commercial mortgage-backed securitisations. The group also has a line in real estate and infrastructure bonds, areas of expertise for senior associate Mateusz Dereszynski. Piotr Zawiślak, who leads the group, has a strong pedigree in debt capital markets transactions. In April 2021, Rafał Grochowski departed for Domanski Zakrzewski Palinka.

Practice head(s):

Piotr Zawislak

Other key lawyers:

Mateusz Dereszyński

Testimonials

‘Good knowledge of legal and business aspect of corporate financing, securitization, civil and tax law People you can trust, very timely response, good technology and effective cooperation.’

‘Wide perspective, good relationship and cooperation, very good lawyers and tax advisers.’

Key clients

Bank Polska Kasa Opieki S.A.

BNP Paribas Bank Polska S.A.

Santander Bank Polska S.A.

mBank (Commerzbank Group)

Europejski Fundusz Leasingowy S.A.

Credit Agricole Corporate and Investment Bank

Santander Leasing S.A.

ING Bank NV

UniCredit Bank AG

Bank Handlowy w Warszawie S.A. (Citigroup)

Work highlights

  • Advising ING Bank as arranger and ING Bank Śląski as investor on the securitisation of lease receivables originated by Santander Consumer Multirent Sp. z o.o. This was one of very few securitisation transactions successfully completed last year in difficult pandemic market.
  • Advised Santander Leasing S.A. as originator of a synthetic securitisation of a lease portfolio. The transaction involved the transfer of credit risk from Santander Leasing under a guarantee facility provided by the European Investment Fund.
  • Advising BNP Paribas as arranger for the securitisation of lease receivables of Peac (Poland) Sp. z o.o. Under this transaction portfolios of receivables originated in Poland, Germany and Czech Republic were sold to a Lux special purpose vehicle.

Norton Rose Fulbright

Norton Rose Fulbright is regularly instructed in international bond and note offerings, particularly in relation to high-yield bonds and Eurobonds, often acting as Polish counsel. Jointly leading the practice are Grzegorz Dyczkowski, who manages the firm’s Warsaw office, and Agnieszka Braciszewska, who has experience of a variety of equity capital markets transactions.

Practice head(s):

Grzegorz Dyczkowski; Agnieszka Braciszewska

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 the initial purchasers (Goldman Sachs Bank Europe SE, Credit Suisse Securities Sociedad de Valores, S.A., BofA Securities Europe SA, Deutsche Bank Aktiengesellschaft, J.P. Morgan AG, Commerzbank Aktiengesellschaft) on the Polish aspects of refinancing of existing indebtedness of the Pfleiderer Group in a form of €750m sustainability-linked senior secured notes, in a combination of fixed and floating rate notes.
  • Advised an ad-hoc committee of bondholders on Polish aspects of the exchange offer and security arrangements involving Polish subsidiaries.

Olesinski & Wspolnicy

Olesinski & Wspolnicy is able to drawn upon the expertise of practitioners in areas such as regulatory compliance, tax and M&A to provide the full suite of advice to clients involved in equity capital markets transactions. Michał Bogacz and Magdalena Tyrakowska-Szymczak are particularly knowledgeable about market abuse regulations, particularly in relation to IPOs, SPOs, bond issuances and public M&A. Senior associate Cyryl Szudra is another noted regulatory expert. All lawyers mentioned split their time between the firm’s Warsaw and Wrocław offices.

Practice head(s):

Michał Bogacz; Magdalena Tyrakowska-Szymczak

Other key lawyers:

Cyryl Szudra

Testimonials

The firm has a number of associates who specialize in many areas, allowing it to support clients in a complementary manner.’

The lawyers I work with are very knowledgeable and helpful.’

Olesiński i Wspólnicy sp.k. has unique perspectives on problem solving. The constant acquisition of knowledge and the use of new technologies in practice mean that the company approaches tasks in an original way. The team of Olesiński i Wspólnicy sp.k. is a harmonious group of people full of passion, sense of humour and professionalism.’

The people with whom I had the opportunity to work from the company are characterized by substantive knowledge, meeting deadlines and high personal culture. It is very important to feel that the people you work with are professionals who always keep their word.’

The team is diverse and opened to client needs. Very responsive and willing to consult new regulations with appropriate tax and other offices.’

Michał Bogacz is open to understanding his clients’ business and needs before starting the project. Very well organized himself and being a unique leader within his team.’

The team is composed of people with knowledge from various branches which allowed for the matter to be handled fully and competently. The team has long-term experience in dealing with complicated business matters.’

The individuals posses knowledge from all branch areas which allowed for the matter to be handled proficiently.’

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.

Vantage Development S.A.

Lokum Deweloper S.A.

Polskie Koleje Linowe S.A.

Kolej Gondolowa Jaworzyna Krynicka S.A.

eObuwie S.A.

CCC Factory sp. z o.o.

Atal S.A.

Horex.pl S.A.

Seacom S.A.

Aztec International S.A.

ZPUE S.A.

Erbud S.A.

Work highlights

  • Provided strategic and operational legal advisory services to Izoblok regarding the process of purchase of €16.5m shares in the company by BEWi ASA, listed on the Oslo Stock Exchange.
  • Advised Horex.pl S.A. on activities aimed at going public, which included conducting a pre-IPO process and raising capital for further development (ca. €1m) and transforming the legal form of the company into a joint stock company.
  • Advised Ten Square Games on implementing the new best practices of companies listed on the stock exchange (WSE). A comparison of the old and new best practices highlights a number of completely new areas (ESG, diversity policies) that require companies to adopt new, also strategic, approaches.

SMM Legal

At SMM Legal, areas of expertise for the transactional department include public M&A, restructurings, private placements and corporate maintenance. The group is led by veteran corporate lawyer Maciej Mataczyński and includes Tomasz Jaranowski, whose regulatory knowledge is often called upon in debt and equity deals.

Practice head(s):

Maciej Mataczyński

Other key lawyers:

Tomasz Jaranowski; Magdalena Cisowska; Miłosz Malaga

Testimonials

‘The team provides the highest level of legal services in the field of financial instruments, providing legal services for investment transactions in which we are a public investor. The knowledge of the team is at the highest level, full professionalism and orientation to the needs and conditions of the client’s activity.’

Key clients

PKN ORLEN S.A.

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

Work highlights

  • Advising PKN Orlen S.A. on acquisition of control of Grupa Lotos S.A.
  • Advising PKN Orlen S.A. on acquisition of control of Polskie Górnictwo Naftowe i Gazownictwo S.A.
  • Supporting the National Centre for Research and Development with the establishment and operation of a specialised public co-investment fund, focusing on R&D projects.