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Rymarz Zdort advises APG on joint venture with Orange Polska to build largest independent fibre-optic wholesale operator in Poland

Rymarz Zdort co-advised (on matters related to Polish law) APG in connection with an agreement with Orange Polska to create a joint venture that will operate a fibre network reaching around 2.4 million households in Poland by 2025, mainly in areas that currently lack infrastructure. The joint venture will operate under the name Światłowód Inwestycje (‘Optical Fibre Investments’). This agreement contributes to making fast internet more accessible in Poland and counteracting digital exclusion.

The joint venture will be 50% owned by Orange Polska and 50% by APG. Orange will contribute around 0.7 million fibre connections to Światłowód Inwestycje, including wholesale access to around 160 thousand customers who already use its services. Światłowód Inwestycje will roll out 1.7 million fibre connections, meaning that the network will cover 2.4 million households and will become the largest independent wholesale fibre operator in Poland.

The transaction is expected to close by the end of August 2021.

APG, as one of the world’s largest pension investors, manages the assets of several Dutch pension funds and their 4.7 million participants with a total value of approximately EUR 568 billion (as of February 2021).

Orange is one of the world’s leading telecommunications operators with sales of EUR 42.3 billion in 2020 and 142,000 employees worldwide.

The Rymarz Zdort team advising on the transaction was led by corporate partner Marcin Chyliński, with the support of corporate lawyers and tax advisors: Iwona Her, partner; Monika Kierepa, partner; Robert Krasnodębski, partner; Dr Marek Maciąg, partner; Dr Filip Uziębło, partner; Dr Agnieszka Koniewicz, counsel; Marek Kanczew, counsel; Antonina Falandysz-Zięcik, senior associate; Marcin Płonka, senior associate; Marta Rykalovska, associate; and Kacper Skowron, associate.

Rymarz Zdort among market leaders in 2021 edition of The Legal 500 EMEA

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 top-tier law firm in four practice areas: Capital Markets; Commercial, Corporate and M&A; Energy & Natural Resources; and Private Equity. Moreover, our firm has been ranked in Tier 2 in the following categories: Competition / Antitrust; Investment Funds; Restructuring & Insolvency; Tax and White Collar Crime. Our Banking & Finance; Dispute Resolution and Real Estate practices have all been ranked in Tier 3.

The Legal 500 aims to provide the best information and data for and about the international legal community through its in-depth analysis of the capabilities of law firms. The Legal 500 EMEA guide provides researched coverage of 80 countries and over 2,700 ranked law firms.

Eleven Rymarz Zdort attorneys have also been nominated as being among the best legal advisors in Poland. Managing partner Paweł Rymarz has been listed in The Legal 500 “Hall of Fame” with respect to Commercial, Corporate and M&A and has again been included in the elite “Leading Individuals” list for Commercial, Corporate and M&A, and Private Equity. Moreover, managing partner Paweł Zdort, who is ranked for Commercial, Corporate and M&A, and Private Equity, partner Dr Filip Uziębło, ranked for Private Equity, partners Marcin Chyliński and Ewa Bober, who are ranked for Capital Markets, and partner Robert Krasnodębski, who is ranked for Tax, have all been recognised as “Leading Individuals”.

Three partners have been listed as “Next Generation Partners” in their respective practice areas, i.e. Marek Durski, Energy & Natural Resources; Magdalena Pyzik-Waląg, Restructuring & Insolvency; and Marcin Iwaniszyn, Banking & Finance.

Also, partner Zofia Frydrychowicz, Investment Funds, and counsel Dr Agnieszka Koniewicz, Real Estate, have each been recognised as a “Rising Star”.

In the feedback provided to The Legal 500 EMEA, clients described Rymarz Zdort as a “strong team with a substantial number of senior and junior lawyers capable of acting on multiple transactions” and “very pro-active attitude, problem-solvers”, and gave the firm praise for its “imaginative and well thought out deal structures, good market understanding and fast delivery”.

Congratulations to all of the recognised attorneys and practices for their outstanding achievements and hard work.

First Quarter 2021 at Rymarz Zdort – Summary

The first quarter of 2021 is behind us. For Rymarz Zdort, it was a busy time, full of great results and very challenging and exciting transactions and developments. Over the past three months, we have had the pleasure of advising more than 220 Polish and international clients representing 25 individual sectors of the economy and we have advised on 15 significant transactions.

In the area of mergers and acquisitions, we advised Santander Bank Polska on the sale of its minority stakes in Aviva Poland. This deal is the largest transaction on the Polish insurance market to date and is also the largest M&A transaction in Poland so far this year. Furthermore, we provided advice to the founders of Archicom on the sale of their controlling stake to Echo Investment. We also advised ExploRNA Therapeutics and supported the company in the course of an equity investment by Black Forest. Moreover, we advised on the sale of WhitePress to RTB House and assisted Méliuz with its investment in the e-commerce platform Picodi.com.

As always, we were very active in mergers and acquisitions transactions in the financial services sector in Poland. In addition to the disposal of Aviva Poland concluded in March, at the beginning of the year we advised Bank Pekao regarding the acquisition of certain assets and rights, as well as certain liabilities, of Idea Bank during the course of a resolution process commenced by the Bank Guarantee Fund. Additionally, for Bank Pekao, we provided legal advice in relation to the acquisition of a 38.33% stake in Krajowy Integrator Płatności and, after obtaining all the required regulatory approvals, the transaction was completed on 31 March.

In the field of equity capital markets, we are proud to have 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 S.A. and J.P. Morgan AG, and joint bookrunner IPOPEMA Securities S.A., on the IPO of Huuuge, Inc. and on the admission and the introduction of the shares in Huuuge, Inc. to trading on the regulated market of the Warsaw Stock Exchange. Due to the global nature of the company’s operations and the company being based overseas (Delaware, USA), the transaction required the resolution of a number of complex issues and the close coordination of the work of legal advisers from several jurisdictions. In addition, on the Polish gaming market, 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.

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, as well as Northland Power Inc. in connection with the conclusion of a joint venture agreement with PKN Orlen on a Baltic Power project. Furthermore, we supported Brookfield Renewable Partners in connection with its investment in Polenergia.

Rymarz Zdort has also been active in the photovoltaic (PV) sector, where investment has been growing at an increasingly rapid rate. Our firm supported a borrower controlled by a fund managed by Aberdeen Standard Investments on the acquisition of financing for 130 photovoltaic farms located in Poland with an aggregate capacity of 122 MW.

We are constantly observing how the market for logistics services in Poland 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 a modern warehouse complex. ELI will construct a high-quality logistics centre with an area of over 37,000 sq. m. in Kraków. We also advised Allegro Group during the negotiation of a lease agreement and other documentation related to logistics infrastructure. Panattoni will prepare 36,500 sq. m. of space for Allegro in A2 Warsaw Park.

We are very grateful that our work for our clients has been recognised and has led to Rymarz Zdort once again being included in an elite group of the best law firms in Poland according to Mergermarket, Chambers Global and Chambers Europe. In the Mergermarket Global & Regional M&A Report for 2020 released in January, Rymarz Zdort maintains its leading position in the rankings for Poland. We are proud to be ranked in first place in terms of the number of deals and third in terms of total deal value. In this year’s edition of Chambers Global and Chambers Europe, Rymarz Zdort has again been recognised as a leading law firm for Corporate/M&A, Equity Capital Markets and Private Equity for which it received the highest possible ranking of Band 1. In addition, Chambers and Partners bestowed 15 individual recognitions on our attorneys.

The firm is continuing to expand its team of lawyers and support staff. In the first quarter of this year, 9 lawyers and 8 additional employees joined Rymarz Zdort. Additionally, 3 experienced specialists and advisors, who have been developing their careers within the law firm’s structures, received well-deserved promotions: Piotr Zawacki from the tax department has been promoted to counsel; and Patrycja Tatar-Piecha from the dispute resolution department and Michał Chyła from the tax department have each been promoted to the position of senior associate.

With our team and clients in mind, we changed the location of our office after 22 years. As of 1 March 2021, we have moved to the 15th and 16th floors of Mennica Legacy Tower, a prestigious office building located at ul. Prosta 18 in the heart of Warsaw. Our new office, with an area of 3,302 sq. m., provides a welcoming environment that supports teamwork and helps to build the corporate culture that we are nurturing.

Rymarz Zdort advises a fund managed by Aberdeen Standard Investments on the acquisition financing of 130 photovoltaic farms in Poland

Rymarz Zdort advised a borrower controlled by a fund managed by Aberdeen Standard Investments on the acquisition financing for 130 photovoltaic farms with an aggregate capacity of 122 MW, located in Poland.

ING Bank Śląski S.A. and BNP Paribas Bank Polska S.A. are acting as, among others, the mandated lead arrangers of this financing.

The funds managed by ASI are leading investors on the Polish photovoltaic market. Globally, ASI manages assets worth EUR 510.4 billion (as of 31 December 2020). In Poland, the Fund has already built a portfolio of solar farms with a capacity exceeding 380 MW.

The transaction team was supervised by Marcin Iwaniszyn, partner and co-head of the banking and finance practice of Rymarz Zdort, and was led by Dr Jakub Rachwol, counsel, who was assisted by Robert Śmigielski, associate. The M&A aspects of the financing were handled by Jakub Krzemień, counsel.

Regulatory and energy-related support was provided by partner Marek Durski, head of the energy and natural resources practice of Rymarz Zdort, assisted by Adrian Augustyniak, associate, and Marta Szczepkowska, associate.

Rymarz Zdort advised ExploRNA Therapeutics in the course of an equity investment by Black Forest

Rymarz Zdort advised ExploRNA Therapeutics in the process of an equity investment that involved a subscription for shares in ExploRNA Therapeutics by the fund Black Forest SICAV-SIF (owned by Michał Sołowow) and the provision of funds for the expansion of the former’s operations.

ExploRNA Therapeutics is a biotech spin-off company of the University of Warsaw, which develops ground-breaking mRNA modification technologies paving the way for new therapeutic applications of mRNA in medicine, such as COVID-19 vaccines.

Black Forest SICAV-SIF is an investment fund supporting scientific and technological advancements achieved by both Polish and foreign companies. Active in a number of industries and sectors, Black Forest’s net asset value has now exceeded EUR 4.1 billion. Products manufactured by its companies are sold throughout the world (in more than 60 countries, in six continents).

The investment by Black Forest SICAV-SIF will allow ExploRNA Therapeutics to develop and implement an ambitious research program focusing on the use of mRNA for therapeutic purposes and enhancing the company’s research potential.

The transaction team included Paweł Zdort, a managing partner, and Krystian Kowalski, an associate of the corporate z department.

Rymarz Zdort advises Santander Bank Polska on sale of stake in Aviva Poland to Allianz

Rymarz Zdort is advising Santander Bank Polska on the sale of its minority stakes in Aviva Towarzystwo Ubezpieczeń na Życie, Aviva Towarzystwo Ubezpieczeń Ogólnych and Aviva Powszechne Towarzystwo Emerytalne Aviva Santander. The transaction is part of Aviva plc’s planned exit from Poland by way of the sale of all of its Polish operations to Allianz for approximately EUR 2.5 billion. The deal comprises the largest on the Polish insurance market to date and the largest M&A transaction in Poland so far this year.

As a result of the transaction, Allianz will also become Santander Bank Polska’s new partner in respect of its life and non-life bancassurance joint ventures.

The transaction is subject to regulatory approvals and is expected to be completed within 12 months.

The work of the team advising on the transaction was led by Dr hab. Łukasz Gasiński, a corporate partner and the head of the regulatory practice of Rymarz Zdort, and Jacek Zawadzki, a partner in the corporate department, who were supported by associates Marzena Iskierka and Aleksander Jakubisiak.

Rymarz Zdort among elite group of top law firms in Poland according to Chambers Europe 2021

In this year’s edition of the source of legal market intelligence, Chambers Europe 2021, Rymarz Zdort has again been recognised as a leading law firm for Equity Capital Markets, Corporate/M&A and Private Equity, for which it received the highest possible ranking of Band 1. Moreover, Rymarz Zdort was ranked in Band 3 in the following categories: Banking & Finance, Competition/Antitrust, Restructuring/Insolvency, Energy & Natural Resources and Tax. Litigation/Arbitration practice was ranked in band 5.

The publisher of the ranking, Chambers and Partners, bases it on independent and objective research conducted among thousands of lawyers and their clients

In addition, Chambers Europe 2021 bestowed 15 individual recognitions on our attorneys.

Maintaining their leading positions, our managing partners, Paweł Rymarz and Paweł Zdort, were ranked in Band 1 for Corporate/M&A and Capital Markets.

The following partners from the corporate department were recognised for Capital Markets: Equity: Marcin Chyliński, who achieved the highest rank possible, Band 1, Ewa Bober, who was ranked in Band 3, and Jacek Zawadzki, who was ranked in Band 4.

Partner dr Filip Uziębło was awarded a Band 3 ranking for Corporate M&A, whereas partner dr hab. Łukasz Gasiński was ranked in Band 4 for the same practice.

For Private Equity, managing partner Paweł Zdort, as in the case of his other recognitions, received a Band 1 rank. Dr Filip Uziębło, one of three partners from Rymarz Zdort recognised in more than one category, was ranked in Band 3.

Partner Robert Krasnodębski was placed in Band 1 for Tax.

Partner Marek Durski was ranked in Band 2 for Energy & Natural Resources.

Band 3 rankings were awarded to partners Iwona Her in the area of Competition/Antitrust and Karina Aust-Niewiadomska for white-collar crime.

Zofia Frydrychowicz and Marcin Iwaniszyn were both ranked in Band 5 for banking and finance.

The “Up and Coming” distinction was awarded to partner Magdalena Pyzik-Waląg for restructuring and bankruptcy law and to counsel dr Agnieszka Koniewicz in the real estate category.

Congratulations to all of the recognised attorneys and practices for their outstanding achievements!

Visit Chambers and Partners to find out more: Chambers Europe 2021

Promotions at Rymarz Zdort

Rymarz Zdort is continually expanding its team of attorneys and regularly promotes experienced specialists and advisors who have been developing their careers within the law firm’s structures for years. We are pleased to announce that Piotr Zawacki from the tax department has been promoted to counsel, while Izabela Stępień from the restructuring and bankruptcy department, Patrycja Tatar-Piecha from the dispute resolution department and Michał Chyła from the tax department, have been promoted to the position of senior associate.

“Every success in our law firm is a result of the individual input of exceptional people who, thanks to their knowledge and professionalism, contribute to the further development of the law firm and help achieve the business goals of our clients,” said Paweł Zdort, managing partner at Rymarz Zdort.

Piotr Zawacki, as a tax advisor, supports clients, in respect of, among other things, mergers and acquisitions, the restructuring of enterprises, as well as in matters connected with current activities. Piotr advises companies from various sectors of the economy,  including from the financial,  energy  and real estate industries.

Patrycja Tatar-Piecha, as a legal advisor, specialises in procedural law, with particular emphasis on enforcement proceedings, bankruptcy and restructuring law, as well as administrative law. She advises on complex court and administrative proceedings related to infrastructure, transport and corporate disputes, as well as on domestic arbitration.

Michał Chyła, as a tax advisor, supports clients in the field of tax regulations, in particular in the financial services and real estate sectors. He has extensive experience in advising on value-added tax, corporate income tax and international taxes.

Izabela Stępień, as a legal advisor, specialises in bankruptcy and restructuring law. She advises domestic and foreign clients on restructuring and bankruptcy proceedings as well as on established collaterals.

Congratulations to all the promoted attorneys and advisors!

European Logistics Investment expands its portfolio with 37,000 sqm logistics centre in Kraków

Rymarz Zdort advised European Logistics Investment (ELI), a dynamically growing logistics platform in Poland, in connection with the transaction documentation related to a land purchase, the corporate aspects of the investment and the development of a modern warehouse complex.

ELI will construct a high-quality logistics centre with an area of over 37,000 sqm in Kraków. The City Logistics Kraków I facility will be developed in cooperation with ELI’s strategic partner Panattoni, a market leader in the industrial property sector. Nearly 9,000 sqm of the space has been pre-let to InPost, the largest logistics operator in Poland.

ELI’s portfolio includes 19 logistics parks with a total leasable area of over 605,000 sqm located in Warsaw, Łódź, Kraków, Wrocław, Upper Silesia and other locations. The company is planning to further expand in the coming years. The project is expected to be completed in the third quarter of 2021.

The firm’s transaction team was headed by Piotr Fedorowicz, a partner in the corporate department and the real estate practice. The transaction team comprised: Izabela Skrzypczak, associate; Tomasz Karkowski, associate; Michał Kostewicz, associate, and Mateusz Konopka, associate.

Allegro Group to occupy 36,500 sqm of warehouse space in A2 Warsaw Park

Rymarz Zdort advised Allegro Group (Allegro), the largest e-commerce platform in Central and Eastern Europe, during the negotiation of the lease agreement and other documentation related to the logistics infrastructure.

Panattoni will prepare 36,500 sqm of space for Allegro in A2 Warsaw Park, of which 33,500 sqm will be occupied by a warehouse in which comprehensive logistics services will be carried out such as storage, packing and shipping, as well as the implementation of orders and returns.

The work of the transaction team was conducted by Piotr Fedorowicz, partner; Tomasz Bąkowski, senior associate; Tomasz Karkowski, associate and Aleksandra Śliwa, associate.

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