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

Polish banks were not hit very hard by the financial crisis. The banks have traditionally adopted a conservative approach and this served them well as they did not engage with sophisticated instruments. Nevertheless, by virtue of being a network economy, if Europe slows down, Poland slows down too. "During the recession, I think we saw a slight slowdown and less new money deals in Poland for various reasons; one of them being the fact that most of the Polish banks are majority controlled by foreign capital and that includes Dutch banks, French banks, Italian banks, American, German. So to be quite frank a number of the central institutions or ultimate shareholders got focused on their own jurisdictions and decided to slightly wind down activities offshore," says one partner. As a result, the risk evaluation process in banks became stricter and this led to a slowdown and reduction in the size of lending. However, the money that was withdrawn from the market did not equal the amount that was withdrawn from some other countries in the region. Polish banks were in pretty good shape and still had a healthy capital base.

Despite the slowdown, new money has been on the increase of late. "I would say that generally my observation is that the market slowed down and the slowdown is still visible, however, as I said the market is waking up," says one partner. Another partner agrees: "Banks were blocked, but when the blockade ceased then I observed another process where, in fact, there was a run for new projects because all the banks which were waiting for a long time, not providing loans, they at the same moment appeared on the market with pretty good money and they were looking for projects. So the margins were again going down and there was no cherry picking."

Polish firms have also been occupied with restructuring work. In addition the returning appetite for lending resulted in more support to acquisition finance. "There are still a few banks that are willing to extend acquisition finance to private equity sponsors investing in the region and as I said it is more expensive now than it used to be but it didn't dry up like it did in the West. That trend is continuing, it's not decreasing, I think it's going the other way," says one partner.

Another trend has seen banks increasing activity in regard to portfolio transactions. Another partner observed an increase in the presence and interest of Asian banks: "We see that more and more Asian banks are active on the Polish market a few years ago we had hardly any transactions including Asian banks but now this is very much growing."

Another interesting trend that has been picked up by market commentators sees Polish banks gradually becoming centres of financing for the CEE (Central and Eastern Europe). "I was involved in six projects like this last year and the countries involved were the Czech Republic, Slovakia, Ukraine, Russia and right now I have financings to Spain," says one partner, adding: "I think it's some kind of expansion of [the] Polish banks or the other trend is that some of the Western institutions don't want to finance directly from Netherlands or England but are using Polish banks to finance to the East because we know the region much better."

Retail banking has been another area of interest. This sector has been subject to some major changes with Santander's takeover of Bank Zachodni WBK and Raiffeisen Bank's acquisition of a 70% stake in Polbank, the Polish subsidiary of Greek bank Eurobank EFG. "I think there are several processes which make this market a bit more shaky but definitely not unstable," says one partner, adding: "Retail banking is changing very rapidly and there is no one reason for that. The problem with mortgages is the market is a bit shaky, but not because banks have no money, but there are a lot of discussions on the regulatory basis, especially about granting loans in foreign currencies. There are much more restrictive, new regulations of the regulatory bodies and the banks are just working out a policy [of] how to react."

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.

Clifford Chance is in possession of a powerful brand name and retains its position in the top flight as its deal list continues to impress. Like other international law firms, the firm has been subject to criticism that sees its local office as a reflection of the strength in London; nonetheless, as one partner says, this is also a source of strength: "As for Clifford Chance, they have good position because they do a lot of cross-border transactions steered from their London office."

Nevertheless, within the space the firm occupies, it has lost some of its market share. "To be honest in banking right now, after the changes, Clifford Chance is much weaker now than it used to be because some people left recently to White & Case. [But] I think Clifford Chance should be in the same tier," says one competitor. The firm was landed a weighty blow when it lost its real estate arm to Salans. This included the head of real estate, Pawel Debowski, a man of high standing in CEE (Central & Eastern Europe). More recently, the firm lost banking lawyers Tomasz Ostrowski and Nicholas Coddington to White & Case.

Despite the internal troubles that have beset the firm's banking practice, it has been involved in some leading instructions. The firm continues to advise the CIECH Group on their debt refinancing, which involves sixteen lenders and on the preparation of an ideal debt financing structure. The agreement entails a €185 million refinancing loan, a €25 million revolving loan, and a €75 million investment credit from the European Bank for Reconstruction and Development (EBRD).

Furthermore, the firm was involved in a high profile €500 million syndicated loan to Telekomunikacja Polska, the leading Polish telecom company. Notably, nineteen banks participated in the syndicate as lead arrangers/book runners. The firm also advised Westdeutsche Immobilien Bank on the investment financing for Rockspring TransEuropean Property Limited Partnership IV's €47 million acquisition of the Ferio Shopping Centre in Konin.

Of late, CMS Cameron McKenna Dariusz Greszta Spólka Komandytowa's grip on the second tier has loosened as the firm has lost some traction on the market. "The team is very shaky; it's changing all the time. Based on my experience the quality of the work is pretty low and this is not my complaint because I'm a lawyer, but these were complaints of the clients saying that they don't have a commercial approach and as far as I see they're mostly involved in pretty low profile real estate financing. I have never seen them in a bit more sophisticated financings. I know they're advising to one of the Polish energy groups but this is due to the fact that the energy team is advising them," says one rival. No doubt, the firm's banking division has been hit by the departure of Marek Król. "I would say that the most experienced lawyer from Cameron McKenna left the firm that may have some influence, however, I don't want to say that somebody who will replace him in that position won't be even more effective than Mr Król," another competitor says.

Nevertheless, the firm is still large and is known for its strong Central and Eastern Europe (CEE) network. Furthermore, it has been involved in some high profile instructions. In a deal worth over €3 billion, the firm advised one of the leading investment companies in the CEE on the financing of its offer to the State Treasury for the purchase of shares in one of the largest energy companies in the country, Energa. This is one of the largest privatisations in Poland and is to be financed by consortiums of leading international financial institutions. This ended in the signing of an extensive term sheet for the financing. Additionally, the firm is advising a consortium of three banks, UniCredit London, ING and UniCredit Bank Austria on the €52 million acquisition financing of a Polish company.

Led by the multi-disciplinary expertise of Dominika Uberman, CMS Cameron McKenna Dariusz Greszta Spólka Komandytowa's banking arm will be looking to stabilise and reclaim market share.

Salans is building market share fairly rapidly. The firm secures a place in the second tier this year as it continues to strengthen its team with notable hires and is also attracting some interesting mandates. There is no doubt that the firm has the capacity to handle finance matters. The firm's banking division comprises one of the biggest finance departments on the market consisting of ten lawyers. When the banking division is combined to form the firm's banking and finance team, its lawyers extend beyond 20. "[It is] a pretty strong team right now. The practice is pretty profitable and I think the size does not show everything but it shows that there's a group of clients which are really happy working [with it]," says one partner.

In the last twelve months, the firm has been involved in some notable instructions. The firm assisted Deutsche Bank Luxembourg on the restructuring of €200 million in German law loans granted by a consortium of major banks to one of the world's leading manufacturers of carbon-based products. Furthermore, supported by its teams in Prague, Moscow, and New York, Salans Warsaw successfully closed a syndicated financing of €111 million, granted by a syndicate of Polish banks including Bank Pekao, RBS Bank Polska, Bank Zachodni and RBS to the AmRest Group for acquiring, developing, managing and owning restaurants offering swift dining services.

The firm's real estate arm has been strengthened by the hire of Pawel Debowski and his team from Clifford Chance. "Mr Debowski, who was responsible for the real estate sector, moved to Salans, taking also a huge part of the banking & finance work," says one partner, adding: "As you can imagine, real estate needs a lot of money, a lot of lending, he [Debowski] is perceived by the market as a master of changes and moves, he's taking his clients and he's taking his team." Apart from regional coverage, Salans maintains close ties to Freshfields Bruckhaus Deringer, Shearman & Sterling, Orrick and NautaDutilh and often works with them as local counsel on important cross-border transactions.

Linklaters C Wisniewski i Wspólnicy has a solid practice and consolidates its position as one of the stronger banking practices in the second tier. Looking ahead, the firm has the potential to be a serious contender for a place in the top tier. "I think to be quite frank and honest, I think Linklaters deserve more than tier two. I would say and I hate to say, you know, good things about competition but I think they are better than all the others in tier two," says one competitor, adding: "It's a small but pretty consistent team." Another partner says: "This is a very small team, however, they're quite good and visible on the market and you can see them on the other side of the transactions," says another peer, adding: "And they're not desperate which is also good." Nevertheless, other market commentators see the firm as experiencing problems in Eastern Europe and feel that this has a bearing on the Polish practice.

On account of his skill, Jaroslaw Miller is an individual who has developed a solid reputation. "Clients appreciate him very much because he's really a wise person and a good lawyer," says one peer.

In the last twelve months the firm has received some notable instructions. It advised Eurohypo and ING in relation to a €325 million facility for the acquisition of nine shopping centres across Poland by the GE Capital Real Estate Polish Retail Fund. This was the biggest single real estate financing transaction in Poland since 2004. Moreover, in the first ever reserve-based lending transaction on the Polish market, the firm is presently advising Crédit Agricole and a consortium of banks on a €278 million loan to PGNiG Norway. The firm was also involved in the highest-value performing loans sale in Poland thus far when it advised HSBC Bank Polska on the sale of its €300 million consumer loans and credit cards receivables to Alior Bank.

"Tier two is the right position for Norton Rose," says one partner, adding: "In Norton Rose there are two lawyers who are running independent businesses and they have very recognised clients and I saw the quality of their work, it's very high, so I think that tier two is definitely okay for them."

The firm punches above its weight and has established a solid reputation on the market. When asked the hypothetical question of which firm one would choose to represent them on a banking transaction, one partner said: "I would choose Norton Rose." However, there has been talk that the firm's reputation is upheld by its strength in London. "Norton Rose it's a pretty much small legal firm in Warsaw just because of the fact that Norton is a very reputable firm in London it's in that tier which I do not agree," says one rival.

Grzegorz Dyczkowski is described by peers as "a wise lawyer" and has been active in all of the team's significant mandates. The firm advised BRE Bank, the Polish subsidiary of Commerzbank, with regard to a tender process connected to the disposal of a non-performing consumer loans portfolio branded mBank and MultiBank. The total face value of the portfolio was €150 million and the price offered is one of the highest for a non-performing loan portfolio in the history of the Polish market. Additionally, the team advised RBS on a sale of PKN Orlen's mandatory crude oil stocks worth approximately €209 million. The firm is also currently advising a leading international financial institution with regard to the €279 million financing of crude oil strategic reserves.

The past 12 months has seen White & Case W Danilowicz W Jurcewicz I Wspólnicy in a period of transition. The firm's banking practice has undergone significant changes with the loss of Lech Gilicinski and with Jacek Czabanski's move to counsel. "Jacek Czabanski, he's an extremely decent lawyer still, but I think he's stopped practicing and he's of counsel," says one partner, with another adding: "White & Case has had a lot of changes. Lech Gilicinski left and his team partly followed him and are partly looking for a job on the market, generally the situation at White & Case has totally changed. The whole team is no longer as influential as they used to be."

Nevertheless, the firm has brought in English law qualified local partners Nicholas Coddington and Tomasz Ostrowski from Clifford Chance. "White & Case, it's a completely different firm now. Most of the banking team has left except for Galuszynski and they had a couple of new additions. So I think if they prove themselves it is going to be a pretty good firm," says one partner, adding: "I think they'll find good replacements."

This year, the firm acted for BNP Paribas, Deutsche Bank and KfW IPEX-Bank, as lead arrangers in the financing of the Gealan Group in relation to its takeover by Halder. Additionally, the firm represented Wola Park, a luxury shopping center owned by the AEW Group, in the structuring of a current LBBW credit refinancing for €99 million through subrogation repayments made by new banks, Société Générale and Erste. This also included an increase of credit in view of financing construction works at €26 million. The firm is also involved in the restructuring of €502 million financial liabilities of Celsa Huta Ostrowiec. This is inclusive of 22 foreign and domestic financial institutions, including EBRD (European Bank for Reconstruction and Development), UniCredit, BRE Bank and DNB.

Banking is not the strongest area for Poland's Baker & McKenzie Gruszczynski i Wspólnicy, nevertheless the firm retained its position in the third tier with a steady stream of mandates.

One the deals that kept the firm in thye leading group saw it involved in the Bank of China's €900 million financing to a Hungarian chemical holding, where is advised on the establishment of a security package over Polish assets of the Hungarian borrower.

Dewey & LeBoeuf Grzesiak is renowned for its M&A and capital markets strength and the the banking and finance arm of the firm often benefits from the big deals in its sister departments. "Out of the firms not really focused on banking & financing they do some work in this," is one peer's quite guarded comment.

Looking at its deals, the firm advised on a €744 million LBO financing in relation to Cyfrowy Polsat's plan to acquire Telewizja Polsat. Moreover, in mid-2011 it was advising a group of twenty Polish and international banks, including BRE Bank, Raiffeisen Bank Polska, EBRD and UniCredit, with regard to the refinancing of the Polish steel plant Celsa Huta Ostrowiec.

Gide Loyrette Nouel's strong banking and finance practice lands the firm a place in the third tier this year.

"Well you know the fact that they work for French clients means they must be doing a good job. [They're getting] instructions from French clients so they get the credit," says one partner referencing the firm having cornered the Francophone market.

The firm has had an active year in transactional and regulatory matters and continues to build market share. The Warsaw office advised Commerzbank and Deutsche Bank Luxembourg in connection to the €16 billion financing granted to companies from the Continental group. It also acted as borrower's counsel to Energa and advised on a €200 million credit facility granted by European Bank for Reconstruction and Development (EBRD).

Hogan Lovells Warszawa's banking and finance team provides advice on a variety of lending transactions as well as capital markets matters and this year the firm attracted some interesting mandates.

In one deal, Rafa_ Grochowski and El_bieta Rablin-Schubert advised Wroc_aw 2012 on the financing of one of four stadiums constructed for the FIFA Euro 2012 Football Championships. To this end, the investment facility stood at €101 million and the VAT Facility of €22 million. The firm also advised Bank Polska Kasa Opieki and Nordea Bank Polska on a €169 million refinancing facility and guarantee limit agreement.

Soltysinski Kawecki & Szlezak has had a solid year and has been particularly active in acquisition finance.

"They are helping some of the Polish clients," says one peer.

The firm advised Azora Europa I and Azora Europa II real property investment funds on two separate €22 million financings for the acquisition of property in Warsaw and Kraków. It also advised on the Polish part of the €584 million and €333 million restructuring of the indebtedness of Technicolor / Thomson group. An important element of the firm's banking and finance practice focuses on financial regulation, where it provides outside counsel advice on banking and financial regulatory issues to Polish and international financial institutions.

Squire Sanders Swiecicki Krzesniak's lawyers receive stellar feedback from the market. "They have a few really good lawyers," says one partner, "Tomasz Stawecki, he's a really recognised person in Poland and when I was a student I was reading his books on banking and finance. I really appreciate his opinions because he's a practitioner but at the same time he's a professor at the university so he has a mixed background. I observed them [the firm] in a very sophisticated transaction and their legal skills were very good and their clients were very happy".

Peter Swiecicki is another lawyer drawn out for praise. "Peter Swiecicki is a really excellent expert in the field of banking. He has twenty-five years of experience, he was [a key] advisor after the collapse of communism in Poland and he was advising to various ministries, and he's a really excellent lawyer," says a peer.

Wardynski & Partners is one of the strongest local firms and it received some notable instructions over the last twelve months.

Among these the firm advised mezzanine lenders on the debt restructuring of a transport company. This was connected to one of the major LBO financings in Poland in the recent years as sponsored by a major international private equity fund. The firm also advised R & R Group on the €425 million cross-border refinancing of existing debt with a credit facility and bond issuance.

Weil Gotshal & Manges has a very strong capital markets practice that helps shape its banking and finance capabilities.

In the last year, the firm advised the ITI Group and its subsidiary Polish Television Holding, in connection with the prepayment of the €240 million outstanding principal amount of its consortium facility that was extended by Polish banks led by Bank Pekao. The early repayment was funded using the proceeds from the €260 million of 11% Senior Secured Notes due on 15 May 2017.

Wierzbowski Eversheds has been bolstered by the addition of Lech Gilicinski from White & Case to the team.

In terms of deals, the firm advised key client Telekomunikacja Polska in connection with the negotiation of a €100 million revolving credit facility agreement with a syndicate of Polish and international banks. It also advised the same client in relation to a €500 million revolving credit facility agreement signed with a syndicate of Polish and international banks.

In the coming editions, Chadbourne & Parke Radzikowski Szubielska i Wspólnicy is a firm to watch out for. This year it received a major boost with the recruitment of Marek Król, who now co-heads the banking department. "They are developing their office so I'm sure they will be quite competitive for us and also for other firms because it seems from how they act on the market that they try to aggressively approach the market. They try to gain good projects so we shall see what the time will show...what we see more than we hear from the clients is that they are approached by Chadbourne... it seems they are building not only their client but also their lawyers portfolio," is one competitor's reaction.

The firm is receiving some notable instructions and recently advised Patnów-Adamów-Konin power plant in regard to the €240 million refinancing of an investment facility granted by a consortium of banks. The firm also acted for a large automotive company on the restructuring of its liabilities towards Polish commercial banks for €500 million.