In a deal announced August 10th, B2RLaw is advising Barings BDC, Inc. in its merger with MVC Capital, Inc. The combined company, which will remain externally managed by Barings LLC, is expected to have more than $1.2 billion of investments on a pro forma basis.
The boards of directors of both companies, the MVC Capital Strategic Review Committee, the independent directors of MVC Capital and the independent directors of Barings BDC have unanimously approved the transaction, which is expected to close in the fourth quarter of 2020.
Barings BDC, Inc. is a publicly traded, externally managed investment company. MVC Capital (MVC) is a business development company traded on the New York Stock Exchange that provides long-term debt and equity investment capital to fund growth, acquisitions and recapitalizations of companies in a variety of industries. Barings LLC, is a leading global asset manager based in Charlotte, NC with over $346 billion of AUM firm-wide.
B2RLaw has worked closely with lead counsel Dechert LLP in the US, and has advised on all Polish aspects of the transaction as well as coordinated counsel in Lithuania and Latvia.
B2RLaw’s team is led by Partner dr Szymon Syp with support from Partner George Havaris, and B2R’s team consisting of Senior Associate Iga Wojtczak-Opala, Associate Joanna Markowicz and Junior Associates Jakub Niemiec and Tomasz Michalczyk.
Szymon Syp states, ”We congratulate Barings BDC, MVC Capital and Barings LLC on this transaction which gives the merged investment company global scale. This deal is one of the first transactions that we have worked on as a combined B2R team to the great satisfaction of our client, and is a clear indication that the team is fully integrated and functioning very well. This transaction also demonstrates our ability in coordinating various jurisdictions.”
B2RLaw (legacy JSLegal Jankowski Stroinski & Partners) advised USPTC on the legal aspects of a consultancy project concerning the merger of Politechnika Białostocka and Uniwersytet w Białymstoku. The US-Polish Trade Council is a non-profit organization with the aim of building business relationships between the U.S. and Poland. To accomplish this goal, USPTC works in partnership with a network of Polish and American organizations, including corporate, academic and government entities.
The consultancy project consisted of a due diligence analysis, drafting a mission and plan for the potentially merged university, including advice on how to implement the plan and define a vision for the new unit, as well as an analysis of potential benefits and risks of the proposed solution..
B2R’s team was overseen by Partner Rafał Stroiński PhD L.L.M and led by Counsel Luiza Wyrębkowska PhD, and included Senior Associate Kinga Kowalska, Associate Krystyna Jakubowska and Junior Associates Tomasz Michalczyk, Inka Kalista and Filip Wójtowicz.
Luiza Wyrębkowska comments, “This has been a groundbreaking project that will likely have a transformative impact on the institutional aspects of the Polish higher education system (undergraduate and postgraduate studies). Congratulations to USPTC for successful completion of this extremely challenging work! We are extremely pleased as B2RLaw to have contributed to such a pioneering initiative in the education sector, which puts us in a unique position of expertise in the area. Our assistance on this matter is testament of our ability to advise on innovative projects”.
Leading Polish law firm B2RLaw has appointed Angelina Stokłosa as Counsel to establish a specialist Computer & Video Games practice, and as a key addition to its growing Capital Markets practice.
Angelina is one of a small handful of lawyers in Poland that has several years experience in advising companies in the computer and video games industry, ranging from small independent (indie) studios to larger established multinational companies. She has been associated with the video & computer games industry as a legal advisor since 2015. In 2015-2019 and again since 2020, she has led the in-house legal team at one of the first and largest computer games companies in Poland, listed on the Warsaw Stock Exchange – CI Games, S.A. She is also the Chairwoman of the Supervisory Board of United Label, S.A. – a publishing company for a premium indie games segment.
This in-house experience means that Angelina combines the technical expertise of an external adviser with the commercial understanding of an in-house lawyer.
In addition, for over ten years, Angelina has been advising public and private companies as well as public institutions, including providing ongoing legal services. She supports stock exchange issuers from the regulated market and Alternative Trading System in performing their information and notification obligations on the capital market. She has participated in proceedings before the Polish Financial Supervision Authority Office, the Polish Financial Supervision Authority, and in issuing processes (in the scope of shares and bonds, IPOs and SPOs), as well as carrying out public tender offers for shares, delisting proceedings, compulsory buy-out proceedings, the implementation and audits of implementation of MAR regulations by stock exchange issuers, corporate disputes and restructuring processes of companies.
Senior Partner Rafał Stroiński comments, “We welcome Angelina to the B2R team. B2R is a go-to firm for supporting Polish and international companies operating in innovative and advanced technology industries such as AI, Fintech, E-mobility and legal cannabis-based products and applications. It’s no secret that the video and computer games industry is leading the global charge for Poland, and as a firm we work with a number of companies that are involved in the sector. Angelina’s knowledge and understanding of the specifics of the industry, our existing transaction and regulatory team, and our best-friends relationship with the pre-eminent international advisors to the computer games industry and international investors in the sector means that no other firm in Poland or the wider CEE is so well equipped to support video and computer gaming companies. Angelina also adds considerable expertise to an already very strong Capital Markets practice consisting of four partners.”
JS Legal and Zięba & Partners agree to merge and launch B2RLaw.
In February 2020 the partners of JS Legal (established by Bartłomiej Jankowski and Rafał Stroiński) and Zięba & Partners (established by Rafal Zięba) voted to merge. The new firm will be known as B2R Law Jankowski Stroiński Zięba (commonly known as B2RLaw) and will consist of 14 partners and approximately 70 lawyers, with nearly 85 staff in total. Its website will be: B2RLaw.com.
The combination is the first ever merger of two similar medium-sized Polish law firms to form one of the largest firms in Poland.
The firm will consist of thirty-two practices falling into four categories: Advisory, Contentious, Regulatory and Transactional. The firm will be based on three core pillars – Transactions, with no less than six partners focused on Corporate, M&A (including Private Equity and Venture Capital) and Finance chaired by Senior Partner Rafał Stroiński; Disputes and Investigations with four partners chaired by Senior Partner Bartłomiej Jankowski; and Real Estate, Infrastructure and Construction chaired by Senior Partner Rafal Zięba. However, the firm will host a number of practices ranging from Data Protection to Tax.
The new firm will begin with three offices in Warsaw, Krakow and Katowice, with exciting plans for future expansion.
The name B2R was derived from the first names of the founding partners – Bartłomiej and the two Rafałs. However, B2R also represents the guiding principles of the firm:
• Breaking Boundaries
• Transforming 2gether
• Law Redefined
Bartłomiej Jankowski expressed, “I am very excited by the merger and the prospects it brings. This is very much a merger of equals. Behind the scenes the teams have been working closely together for several months, and it’s especially pleasing to see how enthusiastic everyone has been. Both firms are very ambitious and this merger provides the platform to realise those ambitions. However, its not just about business. New friendships have been formed across the team, and clients will reap the benefit from this collaboration. Each individual within the firm shares the same value of teamwork, working together, helping each other, and collectively assisting our clients to provide the best possible level of service. It should also be noted that whilst the decision to merge was made prior to COVID-19, much of the behind the scenes work to achieve this announcement was conducted during lockdown from our homes, and it’s a testament to the team that we have been able to do so in the difficult circumstances. In fact, I believe we are the first law firm merger globally, of a sufficient size, to have taken place almost completely remotely.”
Rafał Stroiński added, “I’ve worked a long time with Bartłomiej Jankowski and it’s wonderful to join forces with Rafal Zięba. I am absolutely thrilled by the possibility of our respective teams working together and the fantastic synergies and opportunities which the merger creates. As a transaction lawyer I’m supremely excited to work with what will be one of the largest and highly skilled transaction practices in Poland. There is a huge amount of international and cross-border expertise, and I can confidently say, we have one of the leading transaction practices for the technology industry, while at the same time providing state of the art M&A advice for the brick and mortar businesses. Together, as a team, we have worked on a significant share of the venture capital deals involving Poland and Polish companies, but also on a fair portion of mid-cap and larger transactions involving private equity funds and other investors. I believe our strategy is rare for the Polish market. We have built a team with expertise to cater for the full lifespan of a business, from that early investor through venture capital, taking on debt finance to scale the business, to seeking a private equity sponsor to achieve globalisation, concluding with a full sale to an industry investor or an IPO on the Polish, or a foreign stock exchange.”
Rafal Zięba comments, “From the very first moment that our teams met, there was immediate chemistry. We share the same values and view of the legal market. The extensive synergies between our firms meant that joining together just made sense, and we felt we could provide a better service to our clients working closely together. Our large team, which will grow further, has full capabilities to cater for every legal need. We also have a very international outlook, and there is a huge amount of international and cross-border expertise. We have UK and US law capability and many of our lawyers have either studied or practiced law abroad whether this be in the UK, US, Canada, Germany or elsewhere. This puts us in a very strong position over our competitors to assist Polish companies going international, as well as to assist international investors taking their first steps in Poland. I’m very excited about the future and look forward to working with my new partners and friends to develop Poland’s law firm”.
B2RLaw advised long-term client EG A/S on the Polish aspects of the 100% acquisition of Holte AS. Holte is the leading Norwegian provider of Workflow Management Software for the SME building construction industry. It employs 135 people located in Oslo, Tønsberg, Trondheim and Gdansk. ZP conducted due diligence of the Polish company, Holte Software Poland, with a focus on IT and employment issues, and Poland-specific aspects of securing the acquisition. B2R’s team was led by Partner Aleksandra Polak and supported by Partners Marcin Huczkowski (Media & Technology) and Anna Cichońska (Employment), and Associate Aleksandra Kuliczkowska. The whole acquisition process was led by Danish law firm DAHL.
EG A/S is Scandinavia’s leading supplier of industry-specific software, which has been dynamically growing in Poland. B2R provides full-scope advice to EG on a daily basis.
Aleksandra Polak comments, “We congratulate EG on this acquisition. Our support to EG increases as the company grows in Poland, which is very exciting. It’s especially pleasing to play an integral role in this growth. We look forward to supporting the EG team on its operations in Poland and its further plans.”
B2RLaw has advised Gamma Communications plc on the Polish aspects of the 100% acquisition of Exactive Holdings Limited, which owns Polish company Exactive Poland sp. z o.o. Exactive specialises in Unified Communications as a Service (UCaaS) and offers a multi-tenant Microsoft Teams PSTN routing platform.
B2R’s team conducted due diligence of the Polish company, Exactive Poland, with a particular focus on IT and employment issues and Poland-specific aspects of securing the acquisition. ZP’s team was led by Partner Aleksandra Polak, with support from Partners Marcin Huczkowski (Media & Technology) and Anna Cichońska (Employment), and Associate Aleksandra Kuliczkowska. The whole acquisition process was led by the UK law firm BDB Pitmans.
Gamma is a leading technology-based provider of communications services to business markets in the UK and the Netherlands. Post-acquisition, the Group will be able to provide a complete range of services for Microsoft Teams. Following the acquisition of Telsis in November 2019, this is another key stage in Gamma’s strategy to become the leading provider of Unified Communications as a Service (“UCaaS”) in Europe.
Aleksandra Polak comments, “we are delighted to have taken part in another technology transaction, which proves our team’s capability in managing and executing technology related deals. The unique combination of our M&A and Media & Technology teams’ knowledge of the technology market allows our clients to complete deals smoothly, secure their interests and integrate companies post-transaction”.
B2R Law has appointed Dr Szymon Syp as a Partner.
Dr Szymon Syp LL.M. (Maurer School of Law, Indiana University) is an Advocate (Warsaw Bar Association), who has over 10 years of professional experience and specializes in corporate law, M&A transactions (with a particular focus on VC deals) and capital markets law. He has advised on M&A transactions in the private and public market, including domestic and cross-border deals (for family businesses, PE/VC funds, listed companies, start-ups as well as conglomerates), the issuance of securities and complex restructuring processes of undertakings. Szymon is the author of a doctoral dissertation concerning convertible bonds and is in the process of writing another regarding the economics of competition law. He has co-authored commentaries to MAR, Postal Law, the Law on Bonds and Capital Markets Law (in preparation), and has authored over 30 scientific articles and given speeches at more than 40 conferences. In 2016 he was ranked as a “Rising star – lawyers leaders of tomorrow” organized by the Dziennik Gazeta Prawna and Wolters Kluwer Polska, and listed as one of the 25 hot names in Polish law by „Gentleman” magazine (2016). He is recommended by Legal 500 (2019) within commercial, corporate and M&A (Poland).
Senior Partner Rafal Zieba comments, “We are very pleased to welcome Szymon to team B2R. Poland is yet to produce a global brand in the same way that some of our neighbours have (e.g. Czech – Skoda) and we believe that this is to come. We are certain that this will emanate from Poland’s exciting tech industry. However, for this to happen Polish tech companies need access to capital and B2RLaw is now the go-to law firm in Poland in respect to venture capital transactions connecting that capital (in particular from abroad) to the Polish tech companies. Szymon also vastly strengthens our M&A and Capital Markets offering.”
Adam Piwakowski, Partner, adds, “We see that more and more international venture capital money is coming into Poland and the wider CEE region, combined with the fact that US VC funds are moving to Europe and targeting European companies. For the past year, team B2R has taken the pioneering approach of developing relations and encouraging international venture capital money into the Polish market and connecting it to Polish VCs and their portfolio companies. This has led us to work with venture capital funds from all over the globe, whether this be from India, Turkey, Japan, or of course, the UK and US. With Szymon joining us, we intend to take this a step further.”
“I am very pleased and excited to have joined B2RLaw who have a similar plan and mindset in respect to venture capital and the Polish tech industry. Our goal is to provide a 360 degree service to the blossoming Polish tech industry and to be the premium law firm for tech transactions, helping Polish companies and Polish VCs not only in Poland, but on the global stage working closely with our unique international contacts and relations. The value of venture capital transactions in Poland shot up from just under PLN 156 million in 2018 to PLN 1.266 billion in 2019 and we predict this figure to grow dramatically over the years. I am confident B2RLaw will be at the heart of this growth,” remarks Szymon.
In December 2019, B2R Law appointed Andrzej Krawczyk and Przemyslaw Barchan, both as Counsel, to considerably strengthen B2RLaw’s offering to the retail, FMCG, and food & drink industries.
Andrzej Krawczyk is widely considered one of the leading franchise, agency and distribution experts in the Polish market and is highly regarded by his international peers. Andrzej spent his first few years firstly at PWC, then as a corporate/M&A lawyer at Weil Gotshal Manges’ Polish office, focusing on corporate and M&A, and took part in a number of large privatisation transactions before moving in-house. At Weil he also advised on private equity and venture capital transactions. Over the last 20 years Andrzej has concentrated on franchising, advising both franchisors and franchisees and representing household names such as Algida, Burger King, Dr Irena Eris, LOTOS, Jean Louis David, Umbro, Next, Intersport, Costa Coffee, PKN Orlen and many more.
Andrzej spent his in-house years as a senior lawyer in the Elektrim Group, where he oversaw all legal matters concerning the internet and data transmission services company. Between 2001 and 2007, he headed the legal department of the Vivendi (telecommunications) Group in Poland. In this capacity, he was responsible for daily corporate and legal services in respect to the restructuring of the Elektrim Telekomunikacja capital group in Poland and in the US, including M&A transactions with a total value exceeding EUR 400 million, and actively participated in a dispute regarding 48% of shares in Polska Telefonia Cyfrowa Era, worth over EUR 2 billion (widely considered to be the most famous corporate dispute ever in the Polish market). Thereafter, Andrzej held the position of Franchise Director at Grene, where he developed a franchise chain of stores. After the merger between Grene with Kramp, he worked on introducing the franchise to Western and Central European markets.
Andrzej has been ever-present on the International Who’s Who of Franchise Lawyers list. He has written numerous publications and been a speaker at many events concerning the topic, including at the IBA/IFA Joint Conference. Andrzej is not only a leading authority on the subject of franchising in Poland, but also in Europe.
Przemyslaw Barchan specialises in the areas of commercial law (including franchise, and trade & distribution agreements) and intellectual property (particularly relating to IT and new digital technologies). He also has significant expertise in technology, media and telecommunications, including advising start-ups and companies undertaking research and development. He advises on commercial litigation with an emphasis on contractual liability, the protection of intellectual property rights and combating unfair competition. He has advised on numerous M&A and IPR transactions, including conducting due diligence proceedings. He has completed many IT projects (using both classic waterfall and agile methodologies), including implementation agreements, maintenance and development agreements, XaaS service provision agreements and cloud solution projects. Przemysław advises clients from the FMCG, retail, food & drink, ICT (IT/TMT), banking, insurance, fuel, energy, e-commerce, automotive, pharmaceutical and armaments industries.
Przemyslaw runs his dynamic and innovative private practice. Prior to cooperation with B2RLaw, Przemyslaw spent i.a. 2 years at Gessel Koziorowski, nearly 4 years at FKA Furtek Komosa Aleksandrowicz and over 2 years at Maruta Wachta.
B2RLaw has advised Echo Investment on the acquisition of a large property in the Bronowice district of Krakow, complicated by the fact that this involved acquiring numerous plots. B2R assisted at every stage of the transaction including post–closing activities and managed the real estate until its ultimate hand–over to Echo. In particular, B2R’s lawyers advised on legal, tax as well as intellectual property aspects of the transaction, negotiated the transaction documentation and supported in closing the transaction. Furthermore, B2R successfully represented Echo before administrative bodies in order to obtain a final building permit for the purposes of a huge residential investment on the acquired land.
The value of the entire investment amounts to PLN 200 million with the property covering a residential projected usable area of 20.000 m2.
“I would like to emphasize and appreciate the professionalism and commitment of the B2RLaw team at each stage of this complex process, from negotiations, through finalization of the purchase, to support in the course of administrative proceedings” comments Karol Dzięcioł, Land Acquisition Director, MRICS at Echo Investment.
B2R’s team was overseen and coordinated by Rafał Zięba, Senior Partner, and involved Tomasz Zaleski (Partner, Tax), Paweł Gunia (Partner, Construction), Marcin Huczkowski (Partner, IP), Agnieszka Wojciechowska (Senior Associate), Natalia Leszko (Associate) and Aleksandra Karteczka (Associate).
B2RLaw (legacy JS Legal) advised PKO BP (PKO VC – FIZAN) on a joint PLN 17 million follow-on financing round in Autenti Sp. z o.o., involving three banks – PKO BP, Alior Bank and BNP Paribas and two Venture Capital funds – Innovation Nest VC and Black Pearls VC.
Autenti is a Polish company established in 2014 that offers e-signature solutions enabling online signing of documents and designing internal document workflow. Since its market debut, Autenti has obtained over 250 business clients and sent documents to be e-signed by almost 95 thousand Poles.
Alior Bank was advised by Kondracki Celej and BNP Paribas by SPCG Studnicki Płeszka Ćwiąkalski Górski.
“This transaction is a unique project on the Polish Venture Capital scene, being the result of co-operation between three banks investing in an innovative company providing technology that facilitates signing documents via the Internet. We are extremely pleased to have advised on a transaction that may further the digitisation and execution of paperless contracts. This financing round is an opportunity for Autenti to become a European market leader in its field”, points out Rafał T. Stroiński, Senior Partner at B2RLaw.
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