PL

B2RLaw advises Next Road Ventures on its investment in SaaS tool TrustMate

B2RLaw has advised CEE venture capital fund Next Road Ventures on its venture capital investment in SaaS tool TrustMate.

Founded in mid-2018, Polish originating Trustmate allows customers to collect and manage customers’ reviews online, increase web traffic, attract more clients and increase conversion. After becoming the market leader in Poland, TrustMate is starting to scale its solution in other CEE countries with the aim of being a regional leader in the near future.

B2RLaw’s team that advised on the transaction was led by Partner Szymon Syp, and included Senior Associate Iga Wojtczak – Opala and Junior Associate Tomasz Michalczyk.

B2RLaw advises on the formation of Poland focused fund Stability Capital

B2RLaw has advised founders Paweł Malon and Marek Jakubów on the formation of Warsaw based Search Fund, Stability Capital.

A Search Fund is an investment vehicle through which entrepreneurs raise funds from investors in order to acquire a company in which they wish to take an active, day-to-day leadership role. The concept of a Search Fund originated in 1984 in the US at Stanford University. Over the past 35 years, 408 funds have been raised globally, 325 in the US, and 83 in the rest of the world. Some 13 of those were in the UK, and only 22 in the whole of continental Europe. Whilst seeing significant growth in interest recently, Search Funds remain rare in the CEE market. They do however provide an increasingly attractive exit alternative for entrepreneurs and business owners given the focus, flexibility and long-term investment horizon.

Stability Capital has been formed with a diverse investor base including Poland based Adamed Technology, Global funds Relay Investments, Vonzeo Capital, Housatonic Partners, Kinderhook Partners and Ambit Partners; and European investors Afinum Management and AI Global. The team is further complemented by a number of experienced investors, managers and advisors.

US and specialist legal advice was provided by international law firm Sidley Austin LLP.

B2RLaw’s team was led by Senior Partner Rafał Stroiński and included Partners Szymon Syp, Tomasz Zaleski, Senior Associate Piotr Leonarski and Associate Radosław Minh Nguyen.

Rafał Stroiński comments, “Congratulations to Paweł Malon and Marek Jakubów on the formation of this innovative type of fund and for trusting in our expertise in advising on rare and/or ground-breaking transactions. Our team has unique experience in establishing Search Funds having previously advised on the establishment of such specific funds, as well as fund formation generally”.

B2RLaw advises listed company Atende on IT software company sale

B2RLaw has advised Atende, one of the leading capital groups in the IT sector in Poland, on the 100% sale of subsidiary Atende Software to Custodia Capital for PLN 52.5 million.

Atende Capital Group, a Warsaw Stock Exchange listed company, was founded in 2012, and provides advanced solutions in the field of IT infrastructure and innovative software. The Group specializes in the integration of ICT, combining the offer of world-class suppliers, building new generation computer networks and data centres. Atende also provides leading solutions in the area of cybersecurity. An increasingly important part of Atende’s business is cloud computing and managed services.

Atende Software focuses on the development of innovative technologies relating to multimedia, Smart Grid and cybersecurity. The company has developed the largest online video distribution network in Poland. On the basis of its redGalaxy platform, the company provides services for supporting the entire process of publishing multimedia on the internet.

Custodia Capital is a Polish originating private equity fund focusing on investing in small and mid-sized companies in the CEE region.

B2RLaw’s team was led by Partner Przemysław Krzemieniecki and included Partner Szymon Syp and Senior Associate Iga Wojtczak – Opala.

Przemysław Krzemieniecki advises, “We have seen a significant uptick in M&A activity in Q4 of 2020, following the slow-down caused by the impact of COVID-19. The months of November and December have been extremely busy. We congratulate Atende and Custodia Capital on this transaction, which highlights our capabilities in assisting on M&A transactions involving public listed companies.”

B2RLaw advises on USD 80 million venture capital transaction involving Polish Unicorn

B2RLaw has advised US VC fund Learn Capital on its USD 80 million Series D investment in Polish founded online learning platform Brainly.

To date, Krakow originating Brainly has raised USD 150 million in total, more than any other Polish start-up.

Brainly is the world’s largest online learning platform that helps students and parents learn remotely. In this Series D round, the company was supported by its existing investors Learn Capital as lead investor, and VC funds Prosus Ventures, Runa Capital, General Catalyst Partners and MantaRay owned by Sebastian Kulczyk. Funds raised by the transaction would be allocated to the development of new products and its global expansion with a growing presence in Brazil and Indonesia, among others.

Brainly is an example of a tech company whose growth has accelerated during the COVID-19 pandemic, with its user base having grown 75% since April 2020.

Learn Capital is a venture capital fund concentrating exclusively on the global education technology sector. The fund invests in innovative learning content, platforms, and services.

B2RLaw advised on Polish aspects of the transaction working closely with US counsel Gunderson Dettmer. Orrick Herrington & Sutcliffe advised Brainly.

B2RLaw’s team included M&A/PE/VC Partners Agnieszka Hajos – Iwańska and George Havaris, Counsel Paulina Wyrostek, Partner Marcin Huczkowski and Junior Associate Tomasz Michalczyk advising on IP and Data Protection aspects, with the team overseen by Partner Roman Iwański who also provided Commercial Law advice.

B2RLaw Partner George Havaris, advises, “This transaction cements B2RLaw as the go-to law firm for VC transactions involving Poland and the wider CEE region. This deal is the second largest ever VC fundraising achieved by a Polish founded company, meaning that our team of lawyers has advised on the two largest ever VC transactions involving Polish founded technology companies. As a firm that strongly supports Polish technology companies, its especially pleasing to see Polish companies reaching the heights of international tech peers. We congratulate Brainly, Learn Capital and all other parties involved.”

B2RLaw advises on large international GBP 475 million refinancing

B2RLaw has advised a consortium of banks, Goldman Sachs International and Barclays as global coordinators and joint bookrunners, and HSBC and NatWest Markets as joint bookrunners on Boparan Finance plc’s GBP 475 high yield Senior Secured Notes offering.

Boparan Finance plc is a subsidiary of the 2 Sisters Food Group, a UK originating food and restaurant holding group, and the largest food company in the UK by turnover supplying retailers such as Aldi and Tesco. It is one of the largest chicken producers in Europe. The company owns 44 manufacturing sites in the UK, Ireland Netherlands and Poland. The business is controlled by two shareholders, Ranjit Singh Boparan its president and board member, and Baljinder Kaur Boparan, his wife.

The new financing package also includes a new GBP 80 million revolving credit facility. The notes offering and new revolving credit facility are part of a full structure recapitalization of the group.

B2RLaw provided full Polish advice to the banks, working closely with lead international counsel to the banks, Ropes & Gray. Paul Hastings acted as lead international counsel to the Company.

B2RLaw’s team was led by Partner Szymon Syp with Partner Przemysław Krzemieniecki and Senior Associate Iga Wojtczak – Opala in support.

Szymon advises, “we are very pleased to have worked on this transaction and congratulate all the parties and advisors involved. This year has been especially tough on the food production and restaurant industries. However, the recent announcement of COVID-19 vaccines being highly effective has meant that the international bond market is hot now, as markets see light at the end of what has been a long dark tunnel. This bond issue will help 2 Sisters Food Group continue its operations and prosper.”

B2RLaw advises long-standing client Skanska on another transaction

B2R’s real estate team has advised Skanska Residential Development, one of Europe’s largest developers, on a complicated, multi-entity transaction consisting of the acquisition of two properties in the Włochy district of Warsaw.

The purchased property shall be used for the purposes of a residential investment complex consisting of 179 flats (around 10,000 m2 of usable floor area). The value of the project, with construction costs, amounts to PLN 80 million.

B2R’s lawyers advised on legal and tax aspects of the transaction, including transaction structuring, negotiation of the transaction documentation and support in closing the transaction. The B2R team was overseen by Rafał Zięba, Senior Partner, Head of the Real Estate practice, and led by Counsel Agnieszka Wojciechowska, with Senior Associate Aleksandra Karteczka – Gurgul and Associate Natalia Leszko, in support.

B2RLaw short-listed in the category ‘Law Firm of the Year: Central Europe 2020’ by The Lawyer

We are pleased to advise that B2RLaw has been short-listed by the prestigious international legal magazine with the largest global readership – ‘The Lawyer’ in the category ‘Law Firm of the Year: Central Europe’ for its annual European Awards 2020.

The Lawyer European Awards was the first initiative of its kind to reward and celebrate excellence across the European legal market. The awards scheme attracts entries from hundreds of independent law firms headquartered in Europe, and global firms across the Continent. Each year The Lawyer European Awards showcases the impressive achievements of Europe’s finest within the legal industry and 2020 marks its 11^th year.

The shortlist is picked by an elite judging panel comprised of in-house counsel and international law firm senior and managing partners, which select the short-list on the basis of a number of factors including how the firms have managed the pressures of the economic environment while maintaining high levels of client service, as well as firms that clearly articulate their strategy and vision for the future, both in terms of significant developments in the past year and planned investment. Other factors considered include:

• Initiatives in diversity, employee development or sustainability,
• Use of technology and improvement in processes and operations that enhance service delivery to clients,
• Client work,
• Financial performance.

The Lawyer is a leading weekly British magazine for commercial lawyers and in-house counsel, first published in 1987.

Ordinarily the winner would be announced at an awards ceremony in London. However, due to COVID-19 the awards ceremony will be held online on 1^st December 2020.

Senior Partner Rafał Zięba states, “Given the large number of entrants, being short-listed itself is a great achievement – in effect meaning that we are amongst the six best law firms in Central Europe. This is quite an achievement in view that B2RLaw as a brand, did not exist one year ago in view of our merger earlier this year. We are very pleased that our early achievements as B2R have been recognised across Europe and we look forward to continue to excel in areas such as firm development, improving the client experience, enhancing diversity and employee development and our use of technology.”

Senior Partner Bartłomiej Jankowski adds, “2020 has been a very difficult year for everyone. I’m absolutely delighted that in this difficult year, B2RLaw has been short-listed for this coveted award. Thanks to the hard work and dedication of the whole team, we have been able to push the boundaries to provide the best service possible to our clients, in an efficient and flexible way. It has very much been a team effort, both prior and after our merger. We continue to strive to help businesses in industries that have been severely impacted by COVID-19 and we dedicate this nomination to those clients that have turned to us in their time of need.”

B2RLaw advises on more venture capital deals in CEE than any other law firm in Q3 of 2020

In its first full three months since announcing its merger on 21^st June 2020, B2RLaw has been ranked by Pitchbook in its Q3 2020 League Tables, as the most active law firm for venture capital in Poland and the wider CEE. Moreover, the firm has been ranked as the 9^th most active law firm advising venture capital investors in the whole of Europe.

This success is against a backdrop where European VC funding was at a near record in Q3 2020. After an easing in venture activity in H1 2020, European funding was back at near record levels in Q3. European startups and scaleups raised EUR 10.5 billion in Q3 2020, the second highest total for a single quarter ever, after Q2 2019.

In Poland, according to a report by PFR Ventures, Q3 of 2020, saw PLN 707 million worth of VC transactions, which represented a record quarter for the Polish market. To put that into context, the value of VC transactions in Q3 of 2020 was higher than the value of the whole of the years 2015 – 2018 combined. In total, 88 transactions were conducted between July and September 2020, with 80 funds involved.

Pitchbook’s league tables are widely regarded in the venture capital community as the leading and most comprehensive ranking of global VC activity. The tables detail top investors by region, firm headquarters, AUM and more, as well as the most active law firms and acquirers of VC-backed companies.

Rafał Stroiński, Senior Partner and Head of B2RLaw’s Corporate Practice Group advises, “When we merged to form B2RLaw we knew that one of the key synergies between the legacy firms JS Legal Jankowski, Stroiński i Partnerzy and Zięba & Partners was that both firms had a strong focus on transactions (whether that be venture capital, general M&A, private equity and capital markets) in the technology space. One of our strategies upon merging was to be the go-to law firm in Poland and the wider CEE for transactions relating to the technology industry. It’s very pleasing that this strategy is coming to fruition and in our first three months of operation, we have been trusted to act for more venture capital funds investing in technology, than any other law firm in the CEE region. B2RLaw’s highly experienced team has been deeply involved in the venture capital scene since its early days, and its satisfying to see that we are now considered the dependable law firm for the VC market. We combine an accomplished and skilled transaction team with great understanding of technology”.

B2RLaw advises the founders of WalkSee on an investment undertaken by EVIG Alfa Venture Capital

B2RLaw advised the founders of WalkSee sp.z o.o. on an investment made by EVIG Alfa Venture Capital into the company. WalkSee is an application used for creating virtual walks through the user’s smartphone.

Core to the product’s innovation is e-tripod technology, i.e. a software solution allowing for 360 degree spherical image acquisition using an ordinary smartphone camera. This technology allows the capture of high-quality photos, mitigating problems related to the imperfection of human coordination, as such providing a full 360 degree spherical image of the room without imperfections.

The investor is the Polish VC fund – EVIG Alfa Venture Capital. EVIG Alfa is a venture capital fund established in cooperation with CARLSON VENTURES INTERNATIONAL LIMITED in order to support investments in technological projects at an early stage of development, which are in research and development phase, and have global innovation potential.

The fund focuses on industries that are key to the modern knowledge-based economy, with particular emphasis on Internet of Things devices dedicated to the FinTech, MedTech and CleanTech areas. Their investment strategy is as a response to the need to invest in ideas resulting from R&D processes, and that without investment, would not reach their potential for full commercialization.

B2RLaw’s team was led by Partner Dr. Szymon Syp with the help of Senior Associate Iga Wojtczak-Opala.

B2RLaw launches Cannabis Practice

With growing client demand and a fast changing environment, B2RLaw has launched one of the first cannabis practices on the Polish market.

The legal cannabis sector is a fast-expanding industry, with experts stating the market will grow to be worth $166 billion by 2025 [Source: Euromonitor International]. The Polish medical cannabis market has set itself ahead of the game in Europe. As such the Polish medical cannabis market is becoming more and more open.

B2RLaw’s Cannabis Practice is co-led by Partner George Havaris and Counsel Malwina Niczke – Chmura who combine leading legal and commercial expertise in the Polish and European cannabis industry. The Practice specialises in Cannabis Law and Regulation and provides unique insight into the complexities of Polish drug policy and law. George and Malwina are supported by a team of lawyers that cater for every need that a company within the cannabis industry might have, ranging from Corporate/M&A to IP, Regulatory and Trade.

B2RLaw’s Cannabis Practice works closely with the very best international experts in the industry to support Polish companies not only locally, but in other markets as they look to grow operations.

George Havaris, of Canadian/Greek background, is a Solicitor of the Senior Courts of England and Wales. He is a corporate and banking lawyer with a broad experience of working on cross-border M&A and financing transactions. George has recently been appointed as an Executive Board Member of the Polish Canadian Chamber of Commerce, with Canada regarded as the most progressive country for cannabis having legalised recreational use in 2018, and with 8 of the largest 10 global cannabis product producing companies originating from Canada. George has been an ever-present expert speaker at the Central European Cannabis Forum since its inception.

Malwina Niczke – Chmura specializes in life sciences and healthcare, from manufacturing and distribution issues, through product registration, to advertising law and regulation of clinical trials. In particular, she focuses on creating distribution structures in the pharmaceutical market, including foreign markets. Malwina provides ongoing corporate advisory in the field of compliance, with particular attention to the issues related to transparency of internal and external processes, corporate governance and communication. She has also advised on a number of M&A transactions. More and more of Malwina’s time and expertise has been devoted to supporting Polish and international companies operating in the burgeoning Polish cannabis industry.

George advises, “B2RLaw is committed to supporting companies in niche but fast growing industry areas such as Fintech and Electric Mobility. Cannabis is one of those new industry areas where we, as a team, have been advising clients for quite some time. It was only natural for us to formally establish a practice which would clearly set out our experience and capabilities in a very exciting area. With Canada being such a focal point for the global industry, where, for example companies are accessing the Canadian market for it’s investor base, my Canadian background and strong links to Canada prove to be a huge advantage for our Polish clients.”

Malwina states, “B2RLaw has a breadth of expertise and valuable specialism in a fast-growing area of the market. We have advised companies in the cannabis industry on regulatory aspects, such as bringing products to market, as well as on Corporate and M&A transactions. We look forward to continue supporting our existing clients, as well as new clients that value our knowledge and commercial understanding of a very specific market.”