Category: Deals and projects

We are pleased to announce that we advised a consortium of banks, Bank Polska Kasa Opieki S.A., Bank Gospodarstwa Krajowego, ING Bank Śląski S.A. and mBank S.A., on financing that was made available to a leading Polish general contractor, NDI S.A.

The amount of the financing, comprising a revolving facility and bank guarantees, exceeds PLN 300 million and is being provided in connection with NDI’s contract for the design and construction of the T5 offshore terminal. The T5 offshore terminal is part of the Baltic Hub container terminal in Gdańsk and will serve as an installation port for the offshore wind farms.

NDI S.A. is a leading Polish general contractor with over 30 years of experience in implementing various construction projects – from building construction to the most complex infrastructure projects.

Our team was led by Marcin Gruszka (counsel) and included Adrian Więsław (senior associate), Maksymilian Kaszubowski (associate) and Lidia Niebieszczańska (associate) from our Banking & Finance practice. Tomasz Bąkowski (senior associate) and Karol Wojtkowski (associate) were involved in the legal due diligence process. Dr Jakub Rachwol, a partner co-heading the Banking & Finance practice, supervised the project.

We are pleased to announce that we advised BEST S.A. (“BEST”), one of the leading companies on the Polish financial services market, on aspects of their merger with Kredyt Inkaso S.A. (“KISA”), a company at the forefront of the debt management industry in Poland. This is the largest ever merger on the debt management market in Central and Eastern Europe.

On 20 February 2025 the companies signed a merger plan, which sets the foundation for a merger by acquisition of KISA (the acquired company) by BEST (the acquiring company) by means of the transfer of all of the assets of KISA to BEST in exchange for shares in BEST granted to eligible shareholders of KISA. The shareholders of KISA will be granted merger shares in exchange for their shares in the following ratio: 0.67537 (BEST shares) for 1 (KISA share).

On the same day, an investment and pre-merger agreement was concluded between BEST and Waterland, the majority shareholder of KISA, and Krzysztof Borusowski and Marek Kucner, the majority shareholders and members of the Management Board of BEST.

The transaction team was led by Paweł Rymarz (managing partner) and Aleksandra Dobrzyńska-Grezel (partner), with the support of Małgorzata Deruś (senior associate) and Adam Puchalski (counsel). In the area of competition law, support was provided by Iwona Her (partner) and Tomasz Kordala (senior associate).

We take great pride in the fact that our law firm was chosen to advise on the process of merging two leading companies in the Polish debt collection industry, and helped create a strong Polish group on the European debt market. We congratulate our client and thank all of the advisors and parties involved in the process for their cooperation.

We are pleased to announce that Rymarz Zdort Maruta provided advice on Polish law to underwriters in connection with the issuance by the State Treasury of the Republic of Poland, represented by the Minister of Finance, of USD 5.5 billion worth of treasury bonds on the US market.

The transaction involved the issuance on 12 February 2025 of: (i) USD 2.75 billion worth of bonds due in 2030 and bearing interest at the rate of 4.875% per annum; and (ii) USD 2.75 billion worth of bonds due in 2035 and bearing interest at the rate of 5.375% per annum.

The issuance of the bonds was conducted on the US market on the basis of, among other things, 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.

This is another such transaction advised by Rymarz Zdort Maruta, following last year’s USD 8 billion Polish treasury bond issue on the US dollar market, which was the largest such issue in history.

The transaction team included Dr hab. Łukasz Gasinski (a partner and the head of the Financial Regulatory team), Dr Adam Puchalski, Ph.D. (counsel) and Przemyslaw Kopka (senior associate).

We are pleased to announce that we have advised Qualitas Energy on the financing of the further construction of a 28 MWp photovoltaic project located in Poland, which was granted to a company from the Suncatcher group.

The project will sell electricity on a full merchant basis (i.e. without participating in a support scheme or entering into long-term power purchase agreements). Providing financing for the construction of a project based on such formula supports Qualitas Energy’s commitment to the development of renewable energy infrastructure in Europe and, with regard to the Polish renewable energy market, is further evidence of its maturity, stability and openness to innovation.

Qualitas Energy is a leading investment and management platform focused on renewable energy, energy transition, and sustainable infrastructure investment. Since 2006, Qualitas Energy team has managed investments in renewable energy worldwide valued at more than EUR 12 billion.

Suncatcher is a group operating in Germany and Poland, specialising in the development, construction and operation of photovoltaic and BESS systems.

The legal support of Rymarz Zdort Maruta concerned advice on Polish law and covered all legal aspects of the above financing and its structuring, including as to issues related to project and legal due diligence.

The Rymarz Zdort Maruta team was led by Jakub Rachwol (partner heading the banking & finance practice) and Marcin Gruszka (counsel), who specialise in project finance for renewable energy projects, with support from, among others: Maksymilian Kaszubowski (associate) responsible for advice directly related to financing, and Adrian Augustyniak (senior associate) responsible for advising on as to issues related to project and legal due diligence.

We are pleased to announce that we advised Volta Polska on a project relating to three PV installations in Poland with a combined installed electrical capacity of ca. 17 MW, and in particular on their financing. This transaction underscores Volta Polska’s commitment to expanding its renewable energy portfolio. In addition, the project involved securing a long-term power purchase agreement (cPPA).

Volta Polska is an independent renewable energy producer that develops, finances, builds and operates on-site and off-site photovoltaic power plants.

The project team consisted of Jacek Zawadzki (partner), Marek Durski (partner), Łukasz Lech (counsel), Adrian Augustyniak (senior associate), Jakub Rachwol (partner), Adrian Więsław (senior associate), Engjell Sokoli (associate) and Lidia Niebieszczańska (associate).

We are pleased to announce that our law firm was the legal advisor supporting PGE Polska Grupa Energetyczna S.A. (“PGE”) in the implementation of a multi-phase investment project involving the construction of an offshore wind farm with a planned capacity of approximately 1.5 GW (“Baltica 2”). The scope of advice included agreements between shareholders, power sales agreements, other project agreements with related parties and corporate issues.

The Baltica 2 project is being carried out jointly with Ørsted Group entities under a joint venture formula, in which each partner holds an equal share. The Baltica 2 offshore wind farm is scheduled for commissioning in 2027. The total budget of the project is estimated at around PLN 30 billion.

In order to implement the Baltica 2 project in 2021, PGE entered into a joint venture agreement with the Danish company Ørsted, a leader in the global offshore wind market, and our law firm advised PGE in the process. The purpose of forming the JV was to implement an offshore program to build an offshore wind farm with a total capacity of about 2.5 GW by 2030, to be implemented in two stages. Phase I – Baltica Wind Power Plant-3 with a capacity of about 1 GW and Phase II – Baltica Wind Power Plant-2 with a capacity of about 1.5 GW.

On 29 January 2025, Baltica 2 and the respective entities of the PGE and Ørsted capital groups entered into a series of agreements related to the implementation of the offshore wind farm investment project. At the same time, the partners made a Final Investment Decision (FID) starting the construction phase of the Baltica 2 offshore wind farm.

“We are proud to be able to support PGE Polska Grupa Energetyczna in building a partnership with Ørsted, which after 4 years of this “marriage” has just lived to see its first “child” – an investment decision to start the construction of the Baltica 2 offshore wind farm, the largest such project in Poland at the moment”, says Marek Durski, partner heading the energy and natural resources practice at Rymarz Zdort Maruta.

Key team members involved in the project from Rymarz Zdort Maruta’s side included: Marek Durski, Dr. Marek Maciąg (partner, leader of the corporate and commercial law team) and Jakub Krzemień (partner in charge of infrastructure projects). The team also included: Łukasz Lech (counsel), Adrian Augustyniak (senior associate), Andrzej Granat (senior associate), Klaudia Kasztelewicz (senior associate), Barbara Gawin (associate) and Weronika Iskierska (associate) – representing the energy and natural resources practice, as well as Iwona Her (partner heading the competition practice), Marcin Serafin (partner heading the data protection and cyber security practices), Tomasz Bąkowski (senior associate, member of the real estate practice), Maksymilian Kaszubowski (associate) and Sebastian Stępiński (associate) – both members of the banking and finance practice.

We are pleased to announce that we advised Globe Trade Centre S.A. (“GTC”) on the acquisition of a German residential portfolio worth approximately EUR 448 million that was previously owned by LFH Portfolio Acquico S.À R.L. and Peach Property Group AG.

In particular, our advisory services covered GTC’s precedent-setting issue of series A participation notes in bearer form, with a total nominal value of approximately EUR 41.8 million, as well as the Polish aspects of financing the transaction. The participation notes are  hybrid, unsecured financial instruments subordinated to GTC’s other liabilities with an effective maturity of 2044.

The notes entitle the noteholders to a share in the company’s profit, but only if the general meeting of the shareholders of the company adopts a resolution consenting to the payment of dividends. The notes are not convertible or priority notes; however, under certain conditions, they may be subject to early redemption, in which case the noteholders will have the opportunity to subscribe for new shares in the company as part of an increase of its share capital. Due to their specific characteristics, the participation notes are treated as part of the issuer’s equity rather than as liabilities. These are the first notes of this type issued by a Polish listed company.

Globe Trade Centre S.A. is a leading real estate investor and developer active in Poland, Hungary, Romania, Bulgaria, Serbia and Croatia. The company’s shares are listed on the Warsaw Stock Exchange and are inward listed on the Johannesburg Stock Exchange.

The transaction team included Dr Jakub Zagrajek (partner) and Patrycja Gliwka (associate).

We are pleased to announce that we advised Mirbud S.A. (“Mirbud“) on the acquisition of 92.78% of the shares in Przedsiębiorstwo Budownictwa Specjalistycznego Transkol (“Transkol“). As a result of the transaction Mirbud increased its involvement in the railway construction market – one of the most promising sectors in Polish infrastructure. The value of the transaction was PLN 77.5 million.

Mirbud S.A. is a Polish construction company operating as a general contractor in all sectors of the construction industry. It specialises in the construction of industrial buildings, public facilities, logistics and shopping centres, as well as residential construction.

Transkol Sp. z o.o. specialises in the construction, modernisation and renovation of railway infrastructure, including tracks, stations and sidings. In 2023, the company’s revenue was PLN 45 million, with assets worth PLN 70 million.

The transaction team comprised Filip Leśniak (partner co-heading the equity capital markets practice) and Diana Sofu (senior associate), with support from Bartosz Brudek (paralegal). The Rymarz Zdort Maruta team also advised on due diligence for the transaction.

We thank the company, in particular Anna Więzłowska and Paweł Korzeniowski, for their cooperation and trust.

We are pleased to announce that we advised Projekt Solartechnik S.A. (“Projekt Solartechnik“) in connection with obtaining funding from the Polish Development Fund (the “PFR“) to finance and refinance the construction costs of photovoltaic farms with a total capacity of approximately 40 MW in the amount of PLN 82.5 million.

The transaction covers photovoltaic installations that are located in 12 voivodeships in Poland, and more than half of them are already in the construction phase.

This is the second round offinancial support obtained by Projekt Solartechnik from the PFR. In June 2023, the PFR provided a loan to finance the construction costs of 26 photovoltaic farms with a total capacity of 43.09 MW – in respect of which we also had the pleasure of acting as Projekt Solartechnik’s advisor.

Projekt Solartechnik is a company with several years of international experience. Present in Poland since 2012, it specialises in photovoltaic power plants, industrial energy and wind farms. It develops, designs, builds, launches and services RES projects. PST TRADE, a company in the Projekt Solartechnik group, deals with energy trading and offers the possibility to purchase photovoltaic and wind projects at the RtB and pre-RtB stages, finished PV farms, as well as green energy under the c/PPA formula.

The Polish Development Fund is a group of financial and advisory institutions offering support in financing, innovation development and foreign expansion to business entities, local governments and individuals. Through investments, the Fund supports the sustainable social and economic development of Poland.

Advice on the project was provided by a team of advisors from the Banking & Finance practice, led by Dr Jakub Rachwol (a partner co-managing the practice), consisting of Filip Książczak (associate) and Augustyna Porzucek (associate).

We are pleased to announce that we advised the partners of Krakowskie Towarzystwo Edukacyjne, the founders of Andrzej Frycz Modrzewski Krakow University (“UAFM“), on the conclusion of an agreement with the University of Economics and Human Sciences in Warsaw (“AEH“).

The conclusion of the agreement commenced the process of consolidation aimed at establishing a federation among universities. The combined potential of UAFM and AEH will enable both of their academic communities to achieve unique synergies and will allow for further dynamic development, in particular in terms of research and scientific activities.

Andrzej Frycz Modrzewski Krakow University is the largest non-public university in Małopolskie Voivodeship. The university offers first and second-cycle studies, as well as uniform master’s studies, doctoral seminars and postgraduate studies.

The University of Economics and Human Sciences in Warsaw is one of the leading non-public universities in Poland. It offers studies in the humanities, social sciences and economics.

The transaction team included Marek Maciąg (partner), Aleksandra Kabać (counsel) and Aleksandra Pietrzak (associate).