Category: Deals and projects

We are pleased to announce that we have advised emeis, which previously operated under the brand name Orpea, on the sale of a one-hectare plot of land (allowing the construction of an estimated 23,000 square metres of usable floor space for residential use) to AP Marchewka Investment S.A. of Wrocław, which plans to work closely with the Poznań-based VOX brand owned by Piotr Voelkel on the project. The site of a former hospital on ul. Szkolna in Poznań, where a senior citizens’ complex was to be built, will undergo extensive modernisation. The investor envisages the placement of city-oriented services within the complex, including food outlets and selected retail and service points.

The emeis group (formerly: Orpea Polska) began operating in Poland in 2001 and established itself as the leading provider of long-term inpatient care. It offers nearly 1,500 places in modern care homes for seniors, along with rehabilitation clinics specialising in neurological, general and cardiac rehabilitation. The care homes and clinics are located in the Mazovia region, in Chorzów and in Wrocław, where, in addition to the care homes, there are also apartments for seniors (operating as assisted living facilities).

AP Marchewka Investment S.A. is a Wroclaw-based investment company owned by Paweł Marchewka.

The transaction team comprised Piotr Fedorowicz (a partner heading the real estate practice), Karolina Bąkowska (senior associate) and Alicja Szymańska (associate).

We are pleased to announce that we advised the Bank Guarantee Fund (the “BFG”) on the sale to a US fund, Cerberus Capital Management, L.P. of 100% of the shares in VeloBank. The investment amount exceeded one billion zlotys. The acquisition of the shares by Cerberus completes the resolution process of Getin Noble Bank initiated in September 2022. 

The BFG is an institution that guarantees bank deposits in Poland and provides support for financial institutions that are at risk of bankruptcy.

VeloBank is a bridge institution, the successor to Getin Noble Bank, which was subject to resolution.

Cerberus Capital Management, L.P. is one of the largest investment firms in the US.

The closing of the transaction is subject to Cerberus obtaining all of the necessary regulatory approvals, including from the European Commission and the Polish Financial Supervision Authority. This is expected to take place mid-2024.

“We are delighted to have had the opportunity, as a law firm, to support the Bank Guarantee Fund from the legal side in the most complex resolution process of its kind in the European Union” – stated Magdalena Pyzik-Waląg, a partner heading the Restructuring, Insolvency and Distressed Asset Investments practice at Rymarz Zdort Maruta. The project team comprised: Magdalena Pyzik-Waląg (partner), Paweł Mazur (senior associate), Filip Golędzinowski (associate), Szymon Marciniak (associate) and Tymoteusz Matusiak (associate).

We are pleased to announce that we provided advice in respect of Polish law to the underwriters in connection with the issuance by the State Treasury of the Republic of Poland, represented by the Minister of Finance, of treasury bonds valued at USD 8 billion on the US market.

According to the Minister of Finance of the Republic of Poland, it was, historically, the largest issue of Polish treasury bonds ever carried out on the US dollar market and received “a great deal of interest from stable and long-term investors”.

The transaction involved the issuance on 18 March 2024 of: (i) bonds valued at USD 1.5 billion due in 2029 and bearing interest at the rate of 4.625% per annum; (ii) bonds valued at USD 3 billion due in 2034 and bearing interest at the rate of 5.125% per annum; and (iii) bonds valued at USD 3.5 billion due in 2054 and bearing interest at the rate of 5.5% per annum.

The issuance of the bonds was conducted on the US market on the basis of, among others, the Registration Statement, the Base Prospectus and the Prospectus Supplement filed with the United States Securities and Exchange Commission (SEC).

Advice on US law was provided by the law firm Latham & Watkins, with which Rymarz Zdort Maruta cooperated closely.

The transaction team included Dr Adam Puchalski (counsel) and Dr hab. Łukasz Gasiński (partner).

We are pleased to announce that Rymarz Zdort Maruta advised Bank Polska Kasa Opieki S.A. on the financing for the construction of 28 PV farms located in Poland. The financing is provided to the subsidiaries of Projekt Solartechnik S.A.

The transaction was supervised by Jakub Rachwol (partner co-heading the Banking & Finance practice) and the team was led by Marcin Gruszka (counsel), supported by associates Augustyna Porzucek and Engjell Sokoli from the Banking & Finance practice.

Adrian Augustyniak (senior associate), supported by associates Barbara Gawin (paralegal) and Anna Sosna (junior associate) from the Energy & Natural Resources practice provided advice on energy-related issues under the supervision of Marek Durski (partner heading the Energy & Natural Resources practice).

We are pleased to announce that we advised the shareholders of CloudFerro S.A., a leading provider of cloud services to the European space sector, on the sale of a minority stake to Innova Capital. As a result of the transaction, Innova Capital has expanded its presence in the European high-tech sector, and CloudFerro has gained additional support for its further dynamic growth to become a European champion of open source big data cloud computing.

CloudFerro S.A. provides next-generation cloud computing services. The company delivers and operates cloud computing platforms for demanding markets, such as the European space sector, climate research, and science. It is the largest Polish company in the space sector and one of the leaders in its field in Europe. The company has been recognised with the European Earth Observation Company 2023 Award by the European Association of Remote Sensing Companies (EARSC) for outstanding achievements and innovations in the Earth Observation services sector in Europe.

Innova Capital is an independent private equity advisor operating from Poland and investing in buyouts in mid-sized enterprises doing business in Central and Eastern Europe. Since its inception in 1994, Innova Capital has invested close to EUR 1.4 billion in almost 70 companies across 10 countries in the region. Innova has been recognised by the Polish Private Equity and Venture Capital Association (PSIK) as PE Management Firm of the Year 2023.

The transaction team included: Paweł Zdort (managing partner), Małgorzata Banaszkiewicz (senior associate), Aleksander Jakubisiak (associate), Szymon Rutecki (associate) and Alicja Mikos (associate).

Advice on IT and RODO aspects was provided by a team consisting of: Marcin Serafin (partner), Magdalena Kazanecka (associate) and Monika Dynowska-Papros (associate).

We are pleased to announce that Rymarz Zdort Maruta advised mBank S.A. on the multi-product working capital financing provided to one of Apple’s Premium Resellers in Poland.

The transaction was supervised by Jakub Rachwol (partner co-heading the Banking & Finance practice) and led by Marcin Gruszka (counsel), supported by associates Augustyna Porzucek, Filip Książczak and Engjell Sokoli – all from the Banking & Finance practice.

We are pleased to announce that our law firm is advising PUK Empol Sp. z o.o., one of Poland’s leading municipal waste collection, management and treatment companies, on a project to construct a 100,000 Mg/year facility for the energetic use of combustible fractions obtained from waste treatment in Gorlice.

The waste-to-energy installation (WtE Installation) will be used to incinerate combustible waste generated from the mechanical and mechanical-biological treatment of municipal waste (RDF, pre-RDF) for the combined production of electricity and heat. It is an innovative project that aims to address the demand for the management of such waste.

“We welcome the opportunity to support our client in a project which, on the one hand, will affect Empol’s effective use of its waste energy potential – the production of electricity and heat – and, on the other hand, will contribute to the modernisation of the energy generation infrastructure in the City of Gorlice. This project also demonstrates the potential of our law firm when it comes to providing comprehensive support for investment projects from the perspective of project development, energy, environmental and financing matters” – says Agnieszka Skorupińska, a partner at Rymarz Zdort Maruta and the head of the Environmental Law and ESG practice.

The design and environmental aspects of the project are being supervised by Agnieszka Skorupińska. Jakub Rachwol (partner co-heading the banking and finance practice), Adrian Więsław (senior associate) and Augustyna Porzucek (associate) from the banking and finance practice are advising in respect of the financing of the project. The due diligence process for the project was overseen by Agnieszka Skorupińska with the participation of Marta Szczepkowska (associate), who were supported by Weronika Iskierska (associate), Urszula Zawadzka (associate), Augustyna Porzucek (associate) and Agnieszka Jabłońska – Zachwieja (associate).

We would like to thank PUK Empol Sp. z o.o., in particular Marcin Maurer – CEO, Marek Ćwiklik and Piotr Orzeł, for giving us the opportunity to advise on this very exciting project.

We are pleased to announce that we have advised Pfleiderer Polska (the “Company”) and Strategic Value Partners on the sale of 100% of the shares in the Company, as part of a corporate carve-out transaction relating to the Polish production facilities of the Pfleiderer Group, which is owned by funds managed by affiliates of Strategic Value Partners. The sale was made to Bogdan and Elżbieta Kaczmarek and the private equity fund Innova Capital. The transaction is expected to close in the first half of 2024, subject to the receipt of the required regulatory approvals, as well as the fulfilment of other customary conditions precedent.

The Pfleiderer Group is a producer of wood-based panels, laminates and resins for the Western European kitchen, furniture and building materials markets. Pfleiderer also produces speciality and industrial resins through one of its subsidiaries, Silekol, which are used in the Pfleiderer Group’s own products and by external customers operating in the board, packaging, construction and building materials industries.

Pfleiderer Polska is a manufacturer of wood-based panels. The company is headquartered in Wrocław and has three production facilities, two of which are in Grajewo and one in Wieruszów, with a workforce of approximately 1,100 employees. The Company is a supplier of solutions utilising wood-based materials for the furniture, construction and interior design industries.

Strategic Value Partners is a global investment firm focusing on loans, distressed debt and private equity. It currently manages more than USD 16 billion in assets and has invested nearly USD 41 billion in capital since its inception, including approximately USD 17 billion in Europe.

The transaction was overseen by Filip Leśniak (partner), who was assisted by Piotr Sławek (associate). Zofia Frydrychowicz (partner) and Adrian Więsław (senior associate) were responsible for issues related to the financing of the transaction. Tax advisory support was provided by Artur Ciechomski (senior associate) and Tomasz Wieczorek (associate).

We are pleased to announce that we advised Bounty Brands Europe Limited (“Bounty Brands”) on the sale of 100% of its shares in Stella Pack Europe sp. z o.o., being the majority shareholder of Stella Pack S.A. (“Stella Pack”) holding 60% of the shares in Stella Pack, to Sarantis Polska S.A. (“Sarantis”). The other party involved in the transaction was FORUM 87 FIZ, a closed-end investment fund which sold a 40% stake of its shares in Stella Pack to Sarantis. The transaction was subject to customary closing conditions and the approval of the antimonopoly authorities in the countries where Stella Pack conducts its business activities. In December 2023, the Office of Competition and Consumer Protection granted consent to the acquisition of Stella Pack by Sarantis. The transaction was completed in January 2024.

Bounty Brands is a diversified consumer brands company that acquires and develops leading brands in the sectors of apparel, groceries, home and personal products.

Stella Pack is a leading player in the production and distribution of household products, boasting 25 years of successful business activity in product categories including garbage bags, food packaging and household cleaning items.

Sarantis is a multinational consumer products company with a leading presence in Eastern Europe and is expanding its geographical footprint through its subsidiaries and strong export activities worldwide.

The transaction was handled by Paweł Zdort (managing partner), supported by Aleksander Jakubisiak (associate), Małgorzata Banaszkiewicz (senior associate) and Natan Fischer (associate). Antitrust aspects of the transaction were overseen by lawyers from the antitrust practice, including Iwona Her (partner) and Tomasz Kordala (senior associate). Advice on the financing aspects of the transaction was provided by: Jakub Rachwol (partner) and Filip Książczak (associate). Tax support was provided by Artur Ciechomski (senior associate).

We are pleased to have had the opportunity to support JD Sports Fashion plc (“JD Sports”) in its acquisition of a 40% stake in a Polish joint-stock company, Marketing Investment Group S.A. (“MIG”). Following the transaction, JD Sports becomes the sole shareholder of MIG.

JD Sports Fashion plc (JD Group) is a leading global multi-channel retailer and distributor of branded and own branded sportswear and fashionwear with its registered office in the UK. JD Group has a global reach with brands and stores across 38 countries. It is listed on the London Stock Exchange and is a constituent of the FTSE 100 index.

Marketing Investment Group is a retail fashion company. It has a strong presence in the footwear and clothing markets in the CEE region, where it has built distinctive multibrand store networks, including Sizeer, 50 style, and Symbiosis.

The transaction team consisted of: Marek Durski (partner), Jakub Krzemień (partner), Marek Kanczew (partner), Weronika Papucewicz (senior associate), Tomasz Bąkowski (senior associate), Małgorzata Banaszkiewicz (senior associate), Kamila Banaś (associate) and Klaudia Kasztelewicz (associate).