Month: February 2021

Rymarz Zdort advised BIF IV Europe Holdings Limited, an affiliate of Brookfield Renewable Partners L.P. (“Brookfield“), in connection with its investment in Polenergia S.A. (“Polenergia”), one of Poland’s largest renewable energy companies with approximately 443 MW of onshore wind and solar capacity (operating or under construction). Polenergia is also one of the leaders in offshore wind development in Poland, with an approximately 3 GW offshore wind development pipeline in Poland held through a joint venture.

The legal services provided by Rymarz Zdort included performing a legal due diligence of the Polenergia group, advising on the structuring of the transaction, negotiations of the investment and shareholders’ agreement, acquisition of shares in Polenergia by way of a tender offer (Santander Bank Polska S.A. – Santander Biuro Maklerskie acted in a role of financial advisor and intermediary broker), financing of the tender offer and obtaining antitrust clearance.

“We are proud to have been part of this very exciting project. Our extensive experience in the field of legal advice in relation to renewable energy sources in particular offshore investments, position us very well to advise on such projects. Recently, we advised Polish energy group, PGE, in connection with the conclusion of a joint venture agreement with Danish energy concern Ørsted, as well as Northland Power Inc. in connection with the conclusion of a joint venture agreement with PKN Orlen S.A. on the Baltic Power project”, said Paweł Zdort, managing partner of Rymarz Zdort.

The firm’s transaction team was led by Paweł Zdort, a managing partner, and Jacek Zawadzki, a partner in the corporate department, assisted by attorneys from the corporate department: Monika Michałowska, an associate, and Aleksander Jakubisiak, an associate.

The energy law aspects of the transaction were handled by the energy & natural resources team: Marek Durski, a partner, Adrian Augustyniak, an associate, Andrzej Granat, an associate, and Marta Szczepkowska, an associate.

All work connected with the financing of the transaction granted by Santander Bank Polska S.A. was supported by the banking & finance team consisting of Marcin Iwaniszyn, a partner, Jerzy Rostworowski, a senior associate and Robert Śmigielski, an associate.

Antitrust matters in connection with the transaction, including the preparation of Brookfield’s merger clearance application to the European Commission, were handled by the following attorneys from the competition/antitrust practice: Iwona Her, a partner, Irmina Wątły, counsel, and Weronika Szyszka, an associate.

Due diligence work was performed by Monika Kierepa, a partner, Dr Barbara Skardzińska, a senior associate, Jakub Cichuta, an associate, and Aleksandra Śliwa, an associate.

The law firm Rymarz Zdort advised the sellers (founders: Paweł Strykowski and Tomasz Kwaśny, as well as Grupa Netsprint – a joint venture of Dirlango and Innova Capital) on the sale of 100% of the shares in WhitePress sp. z o.o. to RTB House.

The firm’s transaction team was led by Dr Jakub Zagrajek, a partner in the corporate department.

Founded in 2013 and headquartered in Bielsko-Biala, Poland, WhitePress is a leading content marketing platform that assists advertising agencies and corporate clients with the creation and publication of content across the web, as well as in tracking marketing campaign results. The company, which has continuously focused on the quality of content created and distributed, is a leader in marketing content automation that makes the publishing process easier, faster and more cost-effective. The WhitePress platform is highly scalable internationally and enables publications across multiple geographies with ongoing roll-out across new markets. The wide ecosystem of products is used by thousands of clients and relies on inventory provided by over 21,000 publishers across 12 geographies. Furthermore, the company owns the GoodContent platform and is currently launching its latest service, Content Premium, internationally.

Innova Capital is an independent private equity advisor operating from Poland and investing in majority buyouts in mid-sized enterprises with activities in Central and Eastern Europe. Since its inception in 1994, Innova Capital has invested close to EUR 1 billion in almost 60 companies located in 10 countries in the region.  Innova was recognised by the Polish Private Equity and Venture Capital Association (PSIK) as PE Management Firm of the Year 2019.

Dirlango invests in growth Internet and technology businesses globally. Investments include international category leaders such as Glovo, Wish, Beyond Meat and Compass, as well as CEE focused companies WayToGrow, Justtag and iTaxi. Dirlango was founded in 2012 by Łukasz Wejchert and Maciej Żak.

RTB House is a global company that provides state-of-the-art marketing technologies for top brands and agencies worldwide. Its proprietary ad buying engine is the first in the world to be powered entirely by Deep Learning algorithms, enabling advertisers to generate outstanding results and reach their goals at every stage of the funnel. Founded in 2012, the RTB House team comprises more than 750 specialists in over 30 locations around the globe. It serves more than 2,000 campaigns for clients across the EMEA, APAC and Americas regions.

Rymarz Zdort advised Credit Suisse Securities, Sociedad de Valores, S.A. and J.P. Morgan AG, joint global coordinators and joint bookrunners, and IPOPEMA Securities S.A., a joint bookrunner, on the IPO of Huuuge, Inc. ( “Huuuge” or the “Company”) and on the admission and the introduction of the shares in Huuuge, Inc. to trading on the regulated market of the Warsaw Stock Exchange (the “WSE”), (“Offering”).

The company is a global producer of free-to-play games and publisher of on-line games for mobile devices and internet platforms. Huuuge’s consolidated revenues grew by an average of 30.6% per annum (CAGR) in the 2017-2019 period.

Huuuge, Inc.’s Offering is the largest IPO of a gaming company in the history of the WSE in terms of value. The IPO’s total value was PLN 1.67 billion (approximately USD 442 million). The Offering comprised public subscription of the Company’s newly issued shares of PLN 565 million, and public sale of existing shares of PLN 1.1 billion. The Company’s market capitalization, based on the final price of the offer shares, amounts to PLN 4.2 billion (approximately USD 1.1 billion).

The Offering consisted of a public offering to retail investors and institutional investors in Poland in accordance with Regulation S under the U.S. Securities Act of 1933 and  an international offering combining an offering in the United States of America to qualified institutional buyers reliance on Rule 144A under the U.S. Securities Act of 1933 and an offering to certain institutional investors outside of the United States of America and Poland in accordance with Regulation S.

“IPO of Huuuge, Inc. is the largest IPO in the history of the gaming industry in Poland. Legal support for this transaction, due to the global nature of the company’s operations and the company’s headquarters (Delaware, USA), required solving a number of precedent problems and close coordination of the work of legal advisers from several jurisdictions. We are proud to have been able to support Credit Suisse Sociedad de Valores, S.A., J.P. Morgan AG and IPOPEMA Securities with our knowledge and experience in this interesting, important and precedent transaction in an industry that is so important for the Polish capital market and the Polish economy” said Marcin Chyliński, attorney-at-law, partner in the corporate department.

The team advising on the transaction was headed by partner Marcin Chyliński, with the support of corporate lawyers: Filip Leśniak, counsel leading and coordinating all of the work related to the transaction; Ewa Bober, partner; Dr Paweł Mazur, associate; and Marta Rykalovska, associate.

The law firm of Rymarz Zdort advised the founders of and Archicom S.A. on the sale of a controlling stake in Archicom to Echo Investment S.A. representing 66.01% of the share capital and 65.99% of the votes at the general meeting of Archicom.

The preliminary agreement was signed on 17 February 2021. The price for the block of shares amounts to PLN 425.1 million and will be partially offset by way of the founders subscribing for PLN 188 million in bonds issued by Echo Investment .

The parties agreed to exclude from the scope of the transaction the development activity conducted outside the city of Wrocław by subsidiary Archicom Polska, as well as the architectural and design services conducted by Archicom Studio Projekt.

In addition, as part of the transaction, an option agreement was executed under which Echo Investment will acquire, or designate an entity to acquire, by 15 March 2023, shares in the share capital of an SPV holding 8.31% of the shares in Archicom.

The Archicom Group is one of the oldest developers and a leader on the Wrocław real estate market. The company celebrates its 35th anniversary this year, and its hallmarks are multi-stage housing estates created in the spirit of functional and people-friendly architectural design. Since 2016, it has been listed on the Warsaw Stock Exchange. Upon the completion of the transaction, the resulting Echo-Archicom Group will be the largest developer in the residential sector in Poland with over 7,000 apartments under construction in 2021 and a joint existing landbank exceeding 15,000 apartments.

“We are proud that the founders of Archicom Group trusted us with handling this transaction, which turned out to be one of the most complex and multifaceted in which I have ever been involved. This transaction, as well as a number of other similar projects completed for our firm’s clients such as Robyg, Echo Investment, Capital Park, Griffin Real Estate, Lone Star, Ronson Europe and Ares Management confirm our undisputed position as a leader in M&A transactions for real estate developers”, said Paweł Zdort, a managing partner of the firm.

The work of the team advising on the transaction was led by Paweł Zdort, managing partner, and Jacek Zawadzki, a partner in the corporate department, who were supported by a team of lawyers and advisors consisting of: Marcin Płonka, senior associate; Jerzy Rostworowski, senior associate; Marzena Iskierka, associate; Aleksander Jakubisiak, associate; Marek Kanczew, counsel; Antonina Falandysz-Ziecik, senior associate; Monika Kierepa, partner; Tomasz Bąkowski, senior associate; Robert Krasnodębski, partner; Marcin Iwaniszyn, partner; Piotr Fedorowicz, partner; and Iwona Her, partner.

The recent issue of the Chambers Global Guide 2021 again recognised Rymarz Zdort as one of the top law firms in 4 categories: Corporate/M&A; Equity Capital Markets; Banking & Finance and International & Cross Border. Furthermore, nine of our lawyers received individual recognitions:

Corporate/M&A (Band 1)

• Paweł Rymarz (Band 1)
• Paweł Zdort (Band 1)
• Dr Filip Uziębło (Band 3)
• Łukasz Gasiński (Band 4)

Equity Capital Markets (Band 1)

• Paweł Rymarz (Band 1)
• Paweł Zdort (Band 1)
• Marcin Chyliński (Band 1)
• Ewa Bober (Band 3)
• Jacek Zawadzki (Band 4)

Banking & Finance (Band 3)

• Zofia Frydrychowicz (Band 5)
• Marcin Iwaniszyn (Band 5)

International & Cross Border (Band 2)

Congratulations to all of our recognised lawyers for their outstanding achievements.

Rymarz Zdort advised Polish energy group PGE in the conclusion of a joint venture agreement with Danish energy concern Ørsted, involving the development, construction and operation of the Baltica-3 Wind Power Plant with a capacity of approx. 1 GW and the Baltica-2 Wind Power Plant with a capacity of approx. 1.5 GW. Orsted and PGE will hold shares representing 50 percent each. share capital in two projects for PLN 657 million. The estimated total cost of the investment with a capacity of approx. 2.5 GW is within the range of PLN 30-40 billion.

The key team members involved in the project were, among others: Marek Durski (partner), Dr. Marek Maciąg (partner), Iwona Her (partner), Robert Krasnodębski (partner), Jakub Krzemień (counsel), Dr. Agnieszka Koniewicz (counsel), Aleksandra Kabać (senior associate), Piotr Zawacki (senior associate), Tomasz Karkowski (associate), Andrzej Granat (associate), Sebastian Mikina (associate), Adrian Augustyniak (associate), Marek Kanczew (counsel), Krystian Kowalski (associate), Irmina Wątły (counsel), Weronika Szyszka (associate).