In the first six months of 2021, Rymarz Zdort continued to successfully support clients in many landmark transactions and undertakings in Poland and CEE in the areas of corporate and M&A, capital markets, financing, tax, energy, and real estate, as well as in connection with high-profile commercial, restructuring and insolvency, criminal and litigation cases. From January 2021, our lawyers and tax advisors clocked thousands of billable hours and supported more than 250 clients.
Landmark transactions and projects
Summarising our activities in the area of corporate and M&A in the first half of 2021, we would like to mention our work for Santander Bank Polska in regard to the sale of a stake in Aviva Poland to Allianz, a deal which is recognised as the largest transaction on the Polish insurance market to date and is also the largest M&A transaction in Poland so far this year. We also advised on the sale of a controlling stake in Archicom to Echo Investment; the investment in ExploRNA by Black Forest; the sale of WhitePress to RTB House; the acquisition of a majority stake in Picodi.com by Méliuz; and the acquisition by Bank Pekao of a 38.33% stake in Krajowy Integrator Płatności.
Furthermore, Rymarz Zdort advised ProService Finteco in connection with its acquisition of 100% of the shares in Moventum sp. z o.o., the parent company of Luxembourg-based Moventum S.C.A. Rymarz Zdort, together with Setterwalls Advokatbyrå, advised CEPD on its investment in Admenta Sweden, the operator of the LloydsApotek chain of pharmacies. We also advised APG on a joint venture with Orange Polska to build the largest independent wholesale fibre-optic operator in Poland.
As far as the field of equity capital markets is concerned, we are pleased to have advised on the biggest and most complex IPOs on the Polish market. We advised Pepco Group on Polish law matters related to the initial public offering of its shares and listing on the Warsaw Stock Exchange, which is the largest IPO in Poland in terms of value in 2021 thus far. Based on the final offer price, the market capitalisation of the company amounted to PLN 23 billion (EUR 5 billion). The offering involved the sale of existing shares and generated gross proceeds of approximately PLN 3.7 billion (EUR 0.8 billion). In the first quarter, our equity capital markets team also handled the largest IPO in terms of value in the history of the gaming industry in Poland. We advised the joint global coordinators and joint bookrunners Credit Suisse Securities, Sociedad de Valores and J.P. Morgan, as well as joint bookrunner IPOPEMA Securities, on the IPO of Huuuge and on the admission and introduction of the shares in Huuuge to trading on the regulated market of the Warsaw Stock Exchange. The IPO’s total value was PLN 1.67 billion (USD 442 million). The company’s market capitalisation, based on the final price of the offer shares, amounted to PLN 4.2 billion (USD 1.1 billion). In addition, as far as the Polish gaming market is concerned, it is worth mentioning that Rymarz Zdort provided legal advice to the selling shareholders in relation to the sale of shares in Ten Square Games by way of an accelerated book building process. Additionally, for Ten Square Games, we provided legal advice regarding the acquisition of 100% of the shares in RORTOS from the company’s existing shareholders.
Our restructuring and insolvency team advises on the most notable projects in Poland, which have involved incredibly complex reorganisations and insolvencies. For instance, together with our regulatory team, they advised Bank Pekao on restructuring the liabilities of Idea Bank in the course of a groundbreaking recovery and resolution process commenced by the Bank Guarantee Fund. It was the largest ever restructuring in Poland, with the value of the restructured liabilities (the liabilities assumed by Bank Pekao) amounting to EUR 3.25 billion. The Bank Guarantee Fund’s decision to initiate the recovery and resolution process in respect of Idea Bank was the first instance of resolution instruments being applied with regard to any commercial bank in Poland.
Given our qualifications and experience in corporate law and the energy and mining sectors (where coal-to-gas conversions are becoming increasingly popular and require thorough legal advice), we always meet the highest expectations for quality legal services in connection with these particular areas. For instance, we advised entities of Energa Capital Group, part of the Orlen Group, on various aspects of a carve-out of a gas power plant from Elektrownia Ostrołęka and in connection with the conclusion of agreements related to such carve-out. The value of the investment, with a net capacity of 745 MW and implemented based on gas technology, is estimated at PLN 2.5 billion.
Moreover, we advised Wirtualna Polska Media on the purchase of a 3 MW photovoltaic farm in the Lower Silesia region. This particular transaction is another sign of the prevailing trend on the Polish market in which companies from outside the energy sector decide to invest in renewable energy sources in order to reduce their “carbon footprint” and to stabilise the costs of supplying power.
Rymarz Zdort advised PGE Energia Ciepła, an entity of the capital group of PGE Polska Grupa Energetyczna, in the final stage of the consolidation of its assets. The last phase of the consolidation included the carve-out of PGE Górnictwo i Energetyka Konwencjonalna, which led to the transfer of the Szczecin and Pomorzany heat and power plants (CHPs) and the district heating network in Gryfino to PGE EC. The transaction is a part of the PGE Group’s implementation of its District Heating Strategy, 2018-2023. We additionally advised PGE EC on the transfer by way of a carve-out of the Rybnik Power Plant to PGE GiEK, as well as the transfer of six CHP plants (branches in Kielce, Gorzów Wielkopolski, Rzeszów, Lublin, Zgierz and Bydgoszcz) from PGE GiEK to PGE EC.
Our extensive experience in transactions relating to renewable energy sources, especially offshore investments, positions us very well to advise on such projects. In the first quarter of 2021, we advised the Polish energy group PGE Polska Grupa Energetyczna in connection with the conclusion of a joint venture agreement with the Danish energy company Ørsted. We are delighted to highlight that a joint offshore wind farm project in the Baltic Sea of Northland Power and PKN Orlen, in connection with which Rymarz Zdort acted as legal advisor to Northland Power, has been shortlisted for the Offshore Deal of the Year in the Wind Investment Awards 2021. Furthermore, we supported Brookfield Renewable Partners on its investment in Polenergia.
On the banking and finance front, the Rymarz Zdort team continued to be very busy with major financing work conducted on behalf of: a borrower controlled by a fund managed by Aberdeen Standard Investments in connection with acquisition financing for 130 photovoltaic farms located in Poland with an aggregate capacity of 122 MW; Pfleiderer Polska and its subsidiaries in connection with obtaining financing in the form of a revolving credit facility (RCF) of up to PLN 200 million under a credit facility agreement concluded with a consortium of three major banks; CS Group Polska, controlled by Innova Capital, in connection with the refinancing of its existing indebtedness and obtaining additional term and revolving credit facilities under a credit facility agreement made available by mBank S.A.; the refinancing of ProService Finteco; and the finalisation of the acquisition of Moventum sp. z o.o.
Also, our team proved indispensable and provided support to Pepco Group and its subsidiaries, specifically on the Polish law aspects of a EUR 740 million senior facilities agreement entered into with a consortium of 11 leading international and Polish financial institutions. The refinancing was connected with the IPO of Pepco on the Warsaw Stock Exchange, and the respective finance documentation included aspects directly related to the IPO.
We are constantly observing how the market for logistics services in Poland and the CEE region is developing. We have also had the pleasure of advising clients from this sector. We supported European Logistics Investment (ELI) in connection with the transaction documentation related to a land purchase, the corporate aspects of the investment and the development of modern warehouse complexes. ELI will construct high-quality logistics centres with an area of over 37,000 sqm in Kraków and an approximate area of 100,000 sqm in Tychy. Furthermore, we advised Griffin Real Estate on a joint venture agreement with Madison International Realty in connection with two investments in Germany. Together with Griffin Real Estate’s development partner, Panattoni, the firm will develop two build-to-suit properties with areas of over 7,000 sqm and 9,100 sqm. The properties have been leased to Amazon based on 15-year leases and have a combined investment volume of over EUR 80 million. We also advised Allegro Group during the negotiation of a lease agreement and other documentation related to logistics infrastructure. Panattoni will prepare 36,500 sqm of space for Allegro in A2 Warsaw Park.
Awards and rankings
As far as international awards are concerned, our lawyers advised on two of the four transactions that were shortlisted for ‘Private Equity Deal of the Year’ – Nagrody PSIK 2021, i.e. the sale of ATM S.A. (Atman) by MCI Capital and the sale of Polskie ePłatności by Innova Capital and OPTeam. Ultimately, the transaction completed by Innova Capital was the winner.
In respect of CEE Legal Matters, Rymarz Zdort advised on two transactions that have been shortlisted for the ‘2020 CEE Deals of the Year’ (edition 2021), i.e. Optima’s acquisition of GTC from Lone Star Funds (Hungary) and Rementi Investments’ acquisition of Centrum Rozliczen Elektronicznych Polskie ePłatnosci from Innova Capital and OPTeam (Poland).
As far as international rankings are concerned, Rymarz Zdort has maintained its top position in the ranking for Poland according to Mergermarket (an Acuris company) in its Global & Regional M&A Report 1H 2021. Rymarz Zdort has been ranked in first place in the league tables in terms of number of deals and second in terms of deal value. Furthermore, Rymarz Zdort has taken fifth place in the league table in terms of deal value in the CEE region. According to the report, in the first half of 2021, Rymarz Zdort advised on nine transactions with a total value of approximately USD 3.8 billion.
In addition to top recognitions bestowed by Chambers and Partners Global and Chambers and Partners Europe, the Legal 500 Europe, Middle East and Africa 2021 rankings confirm the position of Rymarz Zdort as one of the leading law firms in Poland. We have been recognised as a Tier 1 law firm in the four practice areas of capital markets; commercial, corporate and M&A, energy and natural resources, and private equity. Eleven Rymarz Zdort attorneys have also been nominated as being among the best legal advisors in Poland.
In connection with the release of the IFLR1000 2021 ranking, we have again been recognised as one of the best law firms in Poland for capital markets. In the category of capital markets: equity, Rymarz Zdort has been recognised in Tier 1, and in Tier 2 for capital markets: debt. Likewise, IFLR1000 has once again awarded Rymarz Zdort for its banking and finance and project finance practices. We are especially proud to note that Zofia Frydrychowicz, a co-head of the banking and finance practice, has been recognised as one of IFLR1000’s Women Leaders for 2021, an elite group of lawyers with outstanding reputations within their markets who either have expertise and experience in working on complex deals, or who have risen to hold leadership roles in their firms or practices.
Looking at our local recognitions in the 2021 Ranking of Law Firms (Ranking Kancelarii Prawniczych 2021) organised by the Rzeczpospolita daily, Rymarz Zdort has again been singled out as the only leading law firm in Poland in the field of mergers and acquisitions. Moreover, the firm received a recommendation for its ability to comprehensively prepare entities for IPOs and other capital markets-related matters, including stock exchange admissions. Paweł Rymarz, a managing partner of Rymarz Zdort, was awarded an individual distinction as a recommended lawyer in the field of mergers and acquisitions in Poland. Also, we have been ranked among the top 20 best and largest law firms in Poland.
Professional development
We are extremely proud that our Rymarz Zdort legal team in Warsaw is continuing its professional development – five lawyers from our office, Anna Aranowska, Andrzej Granat, Jakub Grzyb, Michał Kostewicz and Tomasz Wieczorek, have successfully passed the bar exam and will become qualified advocates.
Appreciation for our team
As always, Rymarz Zdort is focused on providing value to clients and fair compensation to its lawyers and support staff for the work they perform. At the very beginning of the pandemic back in March 2020, the Managing Partners of the firm promised that COVID-19 would not result in layoffs or pay cuts – and they kept their word. In the first half of 2021, recruitment continued apace and resulted in 22 new members being added to the Rymarz Zdort team. Furthermore, in May 2021, the firm paid additional cash bonuses to all of the lawyers and advisors who exceeded their annual targets. This was to show how much their dedication and hard work are appreciated. Moreover, although in May 2021 the pandemic restrictions were gradually loosened, all of the lawyers and support staff continue to have the option to work remotely, thus ensuring the smooth operation of our office. In addition, Rymarz Zdort introduced the possibility to receive PCR testing at the firm’s expense and without restrictions.
Commitment to the wider community
Last, but not least, we would like to highlight that as part of our commitment to the wider community and charitable initiatives, Rymarz Zdort is always ready to make meaningful contributions. Our lawyers and support staff joined Bikes For Kids, an initiative of the Happy Kids Foundation aimed at collecting funds for bikes and sports equipment for children from foster family homes. Rymarz Zdort fielded six teams with a total of thirty participants, who managed to ride more than 2,899.60 km on bicycles over a seven-day period – all for a very good cause. In the end, together with a group of friendly companies in Poland, a total of 128 teams joined the week-long bike challenge, cycling 85,364.7 km together and helping to raise over PLN 100,000 for the Foundation.
Rymarz Zdort would like to thank all of our lawyers, tax advisors and support staff for their dedication and hard work. Enjoy the summer with your family and friends.
We would also like to extend a big thank you to all of our clients and business partners for being a part of our journey over the last six months and for your trust and commitment. We are excited for the second half of the year as the outlook is promising with even more projects and transactions ahead of us!
