Category: Deals and projects

We are pleased to announce that in October 2025, the ad hoc Arbitration Tribunal based in Stockholm issued a ruling in the case of Orlen S.A. (formerly PGNiG S.A.) v. Gazprom PJSC and Gazprom export LLC (“Gazprom”) for payment of interest on overpayments for natural gas supplied under the Yamal Contract in 2014-2020. The Tribunal upheld Orlen’s claim in full, awarding Orlen USD 118 million from Gazprom, plus further interest and legal costs. The total financial benefit to Orlen is estimated at approximately USD 146 million. 

The above case is part of a multifaceted dispute between Orlen and Gazprom concerning, among other things, changes in the contract price in 2017-2022 and the causes and consequences of the interruption of natural gas supplies in 2022. Previously, Rymarz Zdort Maruta represented Orlen in other proceedings concerning the Yamal Contract, including arbitration proceedings concluded in 2020 with a favourable ruling for our Client, as referred to in the following announcement:  https://rzmlaw.com/en/pgnig-succeeds-in-arbitration-proceedings-against-gazprom-regarding-the-revision-of-the-price-for-gas-supplied-under-the-yamal-contract/.

The Rymarz Zdort Maruta team advising Orlen included: Paweł Rymarz (managing partner), Krzysztof Sajchta (partner), Michał Milewski (counsel) and Jakub Bogucki (associate).

We are pleased to announce that we have advised Ares Real Estate funds (“Ares”) – affiliates of Ares Management Corporation – and Slate Asset Management on their acquisition of a Polish real estate portfolio worth more than EUR 300 million from Trei Real Estate, an international asset management developer.

The portfolio comprises 36 recently developed and fully occupied convenience-led retail parks strategically located across major Polish metropolitan areas near large catchment populations. The assets are inflation-protected through CPI-linked lease agreements. Most of the portfolio’s income is derived from large regional retailers and essential goods providers, including grocers.

Ares Management Corporation (NYSE: ARES) is a leading global alternative investment manager offering clients complementary primary and secondary investment solutions across the credit, real estate, private equity and infrastructure asset classes.

Slate Asset Management is a global investor and manager focused on essential real estate and infrastructure assets.

Trei Real Estate is a company from the German Tengelmann Group that focuses on real estate development and investments in Germany, Poland and the United States.

The work of the transaction team was led by Piotr Fedorowicz, a partner and the head of the Real Estate practice, and included Tomasz Bąkowski (senior associate), Tomasz Karkowski (senior associate), Rafal Ćwikliński (associate), Agnieszka Jabłońska-Zachwieja (associate), Alicja Szymańska (associate) and Karol Wojtkowski (associate). Iwona Her (partner), Tomasz Kordala (counsel) and Justyna Niezgoda (associate) provided support on antitrust aspects.

We are pleased to announce that we advised Dadelo S.A. in connection with the establishment of a bond issue programme of up to PLN 100 million and the issuance of unsecured three-year bonds thereunder for PLN 50 million.  This was Dadelo S.A.’s debut bond issue, and its sole arranger and bookrunner was Trigon Dom Maklerski S.A.

The funds raised will be earmarked for the implementation of Dadelo S.A.’s strategy, the key objective of which is to develop the network of brick and mortar shops of CentrumRowerowe.pl and to further strengthen the omnichannel model, connecting the largest bicycle shops in Poland with a leading e-commerce platform.

We thank Dadelo S.A. for their trust and congratulate them on their first bond issuance. We would also like to thank Trigon Dom Maklerski S.A. for their excellent cooperation in this transaction.

Dadelo S.A. specialises in the online sale of bicycles, bicycle parts and accessories, carried out through the CentrumRowerowe.pl shop and, since 2023, in an omnichannel model.

The transaction team included Zofia Frydrychowicz (partner co-heading the Banking & Finance practice), Przemysław Kopka (senior associate) and Sebastian Stępiński (associate).

We are pleased to announce that we advised Huuuge, Inc. (“Huuuge”) on a share buyback pursuant to a limited-time invitation to submit sale offers relating to shares in the Company at a price of USD 7.8751 per share. The Company acquired 15,237,864 own common shares for a total consideration of USD 120 million.

The total number of shares covered by the submitted sale offers was higher than the number of shares subject to the invitation (i.e. up to 15,237,864 shares), resulting in a proportional reduction in the number of shares covered by the sale offers submitted by shareholders under the terms of the invitation to submit offers. The average reduction rate of the submitted sale offers was 57.04%.

“We would like to extend hearty congratulations to Huuuge and its shareholders. We would like to thank the entire client team for their excellent cooperation and for placing their trust in us once again” says Filip Leśniak, a partner and co-head of the Equity Capital Markets practice.

We would also like to congratulate the team at Ipopema Securities S.A. for the very efficient settlement of the transaction.

Huuuge, Inc. is a global developer and publisher of free-to-play games for mobile devices and online platforms. The Company was established under Delaware (USA) law and is best known for social casino games.

The work of Rymarz Zdort Maruta’s team was managed by Filip Leśniak (a partner and co-head of the Equity Capital Markets practice), and the team also comprised Maciej Kowalski (senior associate) and Hanna Szczepańska-Rowicka (associate).

Support on US law aspects of the transaction was provided by Freshfields LLP, comprising: Joe Soltis (tax partner) and Ethan Magid (a counsel in the Capital Markets practice).

We are pleased to announce that we have advised the management of Hawe Telekom, a leading operator providing telecommunications services in Poland, on developing a viable path for the company’s recovery and the completion of its nearly 10-year-long restructuring proceedings.

We provided comprehensive legal advice to the new management board appointed in July 2024, which, together with our firm’s lawyers, initiated and led multilateral negotiations with the restructuring administrator and the company’s largest creditor, Agencja Rozwoju Przemysłu S.A. (“ARP S.A.”). The case involved more than 600 creditors, which significantly complicated the restructuring process. Between August 2024 and January 2025, we played a key role in negotiating and drafting a joint proposal for an agreement between the company, the administrator and IDA S.A. The agreement sets out the restructuring plan and was formally submitted in the pending proceedings, thus creating a clear pathway for the completion of the company’s reorganisation.

On 10 October 2025, the District Court for the Capital City of Warsaw issued a decision approving the arrangement concerning Hawe Telekom, which officially ended the restructuring process of the Polish provider of telecommunications services, and Agencja Rozwoju Przemysłu S.A. became an almost 100% shareholder of Hawe Telekom S.A.

Hawe Telekom S.A. is a Polish telecommunications operator specialising in services for other operators (referred to as a “carrier’s carrier”), offering the sale and lease of fibre-optic infrastructure, data transmission services, collocation and internet access.

“We are pleased to have been able to support our client in completing one of the longest restructuring proceedings in Poland. Restoring the operations of the company, which plays an important role in the telecommunications market and is of great importance to the public interest in Poland, is one of the most important objectives pursued under the approved arrangement, the adoption of which also opens up new prospects for the company,” says Magdalena Pyzik-Waląg, a managing partner and the head of the restructuring and insolvency practice and the M&A transactions team specialising in distressed assets at Rymarz Zdort Maruta.

The transaction team consisted of Magdalena Pyzik-Waląg (partner) and Paulina Cieślak (counsel).

We are pleased to announce that we advised Bank Polska Kasa Opieki S.A. (Bank Pekao) and Pekao Bank Hipoteczny S.A. (PBH) in a demerger transaction of PBH, involving the spin-off of part of its business and its transfer to Bank Pekao.

The transaction required a number of regulatory and corporate approvals. Importantly, the resolution on the demerger was unanimously adopted by the general meeting of Bank Pekao in September this year – a rarity for public companies.

As a result of the transaction, PBH transferred to Bank Pekao a portfolio of loans, including, in particular, mortgages that at any time were classified as granted in foreign currency, as well as selected loans in Polish zloty. The transfer also included a team of employees and the assets necessary to service this portfolio.

Bank Pekao, founded in 1929, is one of the largest financial institutions in Central and Eastern Europe and the second largest universal bank in Poland.

Pekao Bank Hipoteczny is one of five mortgage banks currently operating in Poland and is a wholly owned subsidiary of Bank Pekao.

“It was an inspiring experience for us to work with the outstanding specialists from Bank Pekao and PBH on such a complex project. We are particularly pleased with the unanimous support of the transaction by Bank Pekao’s shareholders at the general meeting“, comments Dr Adam Puchalski, partner at Rymarz Zdort Maruta.

The work on the transaction was led by Dr Adam Puchalski (partner), with the support of Szymon Cieniawski (counsel) and Julia Kosiniak (associate).

Strategic oversight of our advisory services was provided by Dr Hab. Łukasz Gasiński (partner co-leading the regulatory practice). Representatives of this practice have participated in all mortgage bank demerger transactions conducted in Poland to date.

We are pleased to announce that we have provided comprehensive legal advisory services to Mennica Polska, FIP 11 FIZAN and Multico Sp. z o.o. in connection with the takeover of control of the Mennica Legacy Tower complex and ending the dispute over its ownership, which has lasted for over 5 years. By virtue of the just-signed agreement, Mennica Polska is taking control over the company that owns the Mennica Legacy Tower complex; the liabilities assumed as part of the takeover of its shares were settled by a surcharge of EUR 135 million, which will become part of the bankruptcy estate and will contribute to the satisfaction of creditors’ claims.

Mennica Legacy Tower is one of the most famous and spectacular office buildings in Warsaw, consisting of a complex of two office buildings in Warsaw’s Wola district, at the intersection of ul. Prosta and ul. Żelazna. The property comprises a tower approximately 140 metres high and a lower western building, with a total of more than 65,000 square metres of office space. Mennica Polska was the key investor in the skyscraper.

The transaction is unprecedented in the history of Polish bankruptcy law, and consisted of the acquisition by creditors of the shares in the company owning the Mennica Legacy Tower complex that were subject to a registered pledge of ownership, which were a component of the parent company’s bankruptcy estate, while supporting the parent company and its general partner in proceedings aimed at dismissing bankruptcy petitions.

“We are pleased that the just-signed agreement leads to our clients taking control of the Mennica Legacy Tower complex, putting the ownership and financial structure of the project in order and satisfying creditors’ claims. We thank our clients for their trust and for the opportunity to participate in one of the most complex transactions we have advised on to date,” says Magdalena Pyzik-Waląg, managing partner and head of the Restructuring & Insolvency practice as well as the Distressed Asset Investments team.

Our law firm’s comprehensive advice included an analysis of the legal status of the property and the project company. The transaction also involved several complex challenges arising from a multi-jurisdictional corporate dispute (including court proceedings in Poland, Cyprus and the United States) regarding the composition of the project company’s board of directors, as well as various conflicting rulings.

“We are proud to have supported our client throughout the acquisition process in one of the most complex transactions on the market, and congratulate them on their success,” – says Piotr Fedorowicz, partner heading the Real Estate practice at Rymarz Zdort Maruta.

The transaction team included: Magdalena Pyzik-Waląg (managing partner), Paweł Rymarz (managing partner), Piotr Fedorowicz (partner), Paweł Mazur (counsel), Karolina Bąkowska (counsel), Michał Milewski (counsel), Aleksandra Pustiowska (counsel), Hubert Woźniak (senior associate), Tomasz Bąkowski (senior associate), Tomasz Karkowski (senior associate), Wioletta Janek-Kręt (associate), Sebastian Stępiński (associate), Joanna Ksepko (associate), Jakub Bogucki (associate), Natalia Nowaczkiewicz (associate), Karol Wojtkowski (associate). Support in tax aspects was provided by Piotr Zawacki (partner) and Maciej Kostrzewski (counsel).

We are pleased to announce that we have provided legal advisory services to Echo Investment S.A. (“Echo Investment”) in connection with the sale of a 30% stake in the Office House building to AFI Europe N.V. (“AFI”) for EUR 160.5 million. Under the signed agreement, AFI became the sole owner of the office building.

The Office House is the first stage of the Towarowa 22 project, providing not only office space, but also retail space and green areas. Located on a 6.5-hectare plot between Towarowa, Pańska and Miedziana streets, the nine-storey building offers 32,000 sqm of space.

Echo Investment S.A. is one of the largest real estate developers in Poland. The company invests in three main sectors of the real estate market: residential, retail and office development, focusing on the largest cities in Poland.

AFI is an international investor and developer operating in key cities in Central and Eastern Europe. Its diversified portfolio includes office, commercial and residential properties (including PRS) as well as multi-purpose projects.

The transaction team was led by partner Piotr Fedorowicz, head of the real estate practice. The transaction team included: Tomasz Karkowski (senior associate) and Rafał Ćwikliński (associate).

“We would like to thank Echo Investment for their trust and for the opportunity to advise on this project, and we wish them every success in their future transactions in the office segment. We congratulate AFI on the acquisition of this prestigious investment, and thank all of the advisors and parties involved in the process for their cooperation,” concludes Piotr Fedorowicz.

We are pleased to announce that we advised the bankruptcy trustee of Getin Noble Bank and Idea Bank on the sale of a total holding of approximately 86.83% of the shares in Noble Funds TFI, a fund management company, to VeloBank. The proceeds from the sale of the fund management company will go to the creditors of the bankrupt banks.

Noble Funds TFI specialises in creating and managing open-end and closed-end investment funds, provides asset management services involving the management of individual securities portfolios, and offers investment consultancy.

VeloBank is a universal bank based in Warsaw that was established on 3 October 2022 as a result of the resolution of Getin Noble Bank S.A. carried out by the Bank Guarantee Fund.

The transaction was led by Magdalena Pyzik-Waląg (Managing Partner). The core transaction team comprised: Filip Leśniak (partner) and Diana Sofu (counsel). The team was further supported by Mateusz Palian (senior associate) and members of the regulatory practice: Dr hab. Łukasz Gasiński (partner), Katarzyna Łukaszewicz (partner), dr Łukasz Karasek (counsel) and Adam Drgas (associate).

We are pleased to announce that we have advised XXXLutz, one of the world’s largest furniture retailers on the sale of all of the shares in the Polish furniture group Black Red White (“BRW”) to Polish capital entities.

Black Red White S.A., based in Biłgoraj, is one of the largest Polish manufacturers of furniture and interior design products. The sales network of BRW currently includes several hundred furniture stores in Poland and abroad, and the brand is recognisable throughout Europe.

The Austrian XXXLutz Group is one of the largest furniture retailers in the world, present in over 20 European countries. The chain has several thousand stores operating under various brands, including XXXLutz, Möbelix, and Poco. The group is consistently strengthening its position on the European market by acquiring local chains and manufacturers.

The transaction team was led by Magdalena Pyzik-Waląg (managing partner). The transaction team included: Dr Paweł Mazur (counsel), Anna Wesołowska (senior associate), Joanna Ksepko (associate), Hanna Szczepańska-Rowicka (associate), and Sebastian Stępiński (associate).