IFLR 1000
The Guide to the World's Leading Financial Law Firms

This year, in the equity capital markets, Allen & Overy A Pedzich occupies a space as the sole representatives of tier two. Research has made it clear that while it has not yet reached parity with first tier entities, it nonetheless distinguishes itself from the rest of the pack. "A&O is clearly aspiring to first tier," says one competitor. "We have Weil as the strongest and Dewey. Allen & Overy could be in the first tier," says another competitor. Other competitors felt that the firm was not far off the first tier but unmistakably was the stronger of the former second tier firms, this attitude was shared by clients. "They're certainly not worse, but whether they're better or par is hard to say," says one client, adding: "On the ECM side they had a period where they took too much work and were stretched, but this improved." On the debt side, the firm retains its first tier position.

In equity work, the firm has been very active in privatisations. Driven by Zbigniew Mrowiec, the team advised the Warsaw Stock Exchange (WSE) on its IPO, a deal of immense symbolic value regarded as one of the most significant in the history of the Polish capital markets. Furthermore, the firm advised JPMorgan, Citigroup Global Markets, Goldman Sachs, Credit Suisse, UniCredit, KBC Securities, Société Générale and PKO BP on the placement of 10% of the shares in PGE by the Ministry of State Treasury and assisted the Ministry of Treasury and Bank Gospodarstwa Krajowego on the successful completion of the €87 million privatisation of Mennica Polska and the sale of 11.9% of shares in Tauron Polska Energia.

On the debt side, led by Piotr Lesinski, Allen & Overy A Pedzich advised the State Treasury represented by the Ministry of Finance on Poland's first issue of debt securities in the US after the financial crisis. This was an issue of $1.5 billion 3.875% notes due in 2015 issued under Rule 144A and registered with the US Securities and Exchange Commission.

Elswhere, the firm advised Bank Handlowy w Warszawie, BRE Bank, Bank Polska Kasa Opieki, ING Bank Slaski, Nordea Bank Polska and Powszechna Kasa Oszczednosci Bank Polski on arranging and underwriting a €325 million bond programme established by Tauron Polska Energia and, lastly, acted for PGE Polska Grupa Energetyczna on establishing a €2.5 billion bond programme arranged by Banca Infrastrutture Innovazione e Sviluppo, Bank Polska Kasa Opieki, Nordea Bank Polska and ING Bank Slaski.

The strong Allen & Overy A Pedzich banking practice retains its top tier ranking in light of its enduring ability to attract leading mandates. "Allen & Overy is a big good banking team, last year I personally had them on two of the transactions. They are a really professional team and it's good to work with them," says one peer. Another peer agrees: "A&O is the leader and has always been and I'm not sure that somebody can beat them." Very few would challenge the firm's status as a leading banking practice; nevertheless, there was dissent as to how the firm derives its strength. "Of course, they are [a] famous firm but nobody's taking into account the fact that a significant, really significant, portion of their deals are generated by their London office. It's not exactly the reflection of the strength of the local offices but rather the reflection of the strength of those firms which are famous in London," says one rival.

Regardless, the firm has been involved in some of the market's significant deals. This year the team advised BNP Paribas Fortis and ING with regard to financing the acquisition of shares in Agros Nova. Uniquely, this transaction constituted one of two bio-fuel plant financings in Europe thus far. Additionally, the firm advised a consortium of seven banks, including Bank Handlowy w Warszawie, BRE Bank, PKO Bank Polski and ING Bank Slaski on the €325 million financial restructuring of Ciech, a major Polish chemicals producer. The firm also advised Aquanet, a water supply company from Poznan in relation to a €150 million guarantee facility granted by Nordea Bank Finland securing a €125 million capex facility granted by the European Investment Bank and a €20 million revolving facility granted by Pekao.

Finally, clients made reference to the firm's efficiency. "They're always available, very prompt and always on time," says one client.

Allen & Overy A Pedzich consolidates its position in the second tier as the firm maintained a steady workflow this year. Reflecting market trends, the firm was involved in some notable private equity mandates and will look to build upon this base to push for higher places. Clients hold Jacek Michalski in high regard. "He is very seasoned and extremely calm, which is unusual for a lawyer," says one client, adding: "He doesn't have a very big ego. He makes very appropriate comments. He is composed and professional."

The firm was involved in the largest ever private equity transaction in Poland when it advised Montagu Private Equity, a leading private equity company in Europe; on the acquisition of Emitel, a leading terrestrial analogue radio and TV broadcast infrastructure and digital multiplex operator. "[It was] the largest private equity deal in Poland, the sale by TPSA, the telecom company, of its radio and TV transmission system to private equity Montagu," says one peer. Jarostaw Iwanicki was also responsible for advice in connection to the acquisition of Aster from Mid Europa Partners by Liberty Global.

Furthermore, Allen & Overy advised Indorama Ventures, a publicly listed Thai company, on its acquisition of two PET and PTA manufacturing operations in Indonesia and Poland from the SK Chemicals Group, a Korean conglomerate. The transaction is one of the first to be considered under the new Indonesian merger-filing regime and is also one of the first where the share purchase agreement pertinent to shares in a Polish company was governed by Singaporean law. The firm also advised Innova with regard to the acquisition of 70% shares in Marmite International, a leading European manufacturer of cast marble sanitary products.

Allen & Overy A Pedzich sits comfortably on top of the rankings for yet another year. The firm owes much of its project finance proficiency to its excellent banking practice, which casts itself as clear market leaders. "I mean A&O is definitely project finance," one partner emphasised. "A&O is again the only thing I can comment on this is that they are the leader in this, in banking," says another partner.

In fact, this has been the recurring theme to discussion centred on the firm's project finance practice. "Look at tier one there's Allen & Overy and the guys are very strong from the banking side definitely, so they know how to finance a project finance transaction. On the other hand, I'm not quite sure if they have a big projects team or if both teams are integrated," one partner says, with another adding: "The trouble with this is it depends what the other firms are calling project finance. I think A&O, their position is probably almost based on one deal, which is Betchatów. But they are also appointed as EIB (European Investment Bank) council for this Margonin deal which is project finance."

The practice has been strengthened by the arrival of Kacper Samptawski, senior associate. A qualified Polish legal adviser, Kacper joins the practice from the post of deputy director in the Ministry of Regional Development and general legal counsel for the Operational Programme Infrastructure & Environment.

In the last 12 months, the firm has been very active with regard to project finance. As alluded to earlier, the firm advised the EIB on financing the design, construction and operation of a new 120MW wind farm in the municipality of Margonin, north of Poznan. So far, this is the largest project financing of a wind farm in Poland. It also makes an important contribution to helping Poland reach its stated goal of generating 20% of electricity from renewable sources by 2020.

Additionally, under a €20.8 million credit facility, in one of only two bio-fuel financings in Europe to date, the firm advised the same clients with regard to part of the construction of Bioagra's biofuel production plant 'Goswinowice' in Poland. The firm also advised Bank Pekao, BRE Bank and EBRD (European Bank for Reconstruction and Development) on refinancing a credit facility for Elektrownia Patnow II. This was for the construction and operation of a 441MW (net) lignite-fired power plant in Patnow.