Rafał Baranowski

Rafał Baranowski

Shareholder

Rafał Baranowski focuses his practice on mergers and acquisitions, private equity, corporate and energy law, with an emphasis on the oil and gas sectors. He has over 15 years of extensive experience in handling complex transactions. He has advised significant international and domestic market players on numerous major investment projects, M&A, private equity and oil & gas transactions in Poland, Western and Central Europe, Middle East and Asia. His clients include major private equity firms, as well as leading public and private companies in a variety of industries, including biotechnology, consumer goods, telecommunications, media, defense, oil and gas supply.

Concentrations

  • Mergers and acquisitions
  • Private Equity
  • Global Energy & Infrastructure
  • Defense & Homeland Security

 

Capabilities

Experience

  • Represented CVC Capital Partners, one of the leading global private equity firms, in the acquisition of the convenience retailer “Żabka” from Mid Europa Partners. The sale of Żabka was the largest transaction in the Polish food retail sector and the largest private equity exit in Poland.
  • Represented Anheuser-Busch InBev, the world’s largest brewer, on the Polish aspects of the sale to Japanese brewer Asahi Group Holdings, Ltd. of the businesses owned by SABMiller plc prior to its combination with AB InBev in Central and Eastern Europe for EUR 7.3 billion. The transaction was connected to the USD 103 billion takeover by AB InBev of SABMiller, one of the largest takeovers ever completed.
  • Represented Apax Partners, one of the leading global private equity advisory firms, on the Polish aspects of the proposed acquisition of Allegro Group (the largest online marketplace and non-food shopping destination in Poland) and Ceneo Group (the leading price comparison platform in Poland) from Naspers Limited. The transaction value was approx. USD 3.25 billion.
  • Represented Innova Capital, a leading mid-market private equity firm in Central Europe, in the acquisition together with its partner OPTeam S.A. (an IT company listed on the Warsaw Stock Exchange) of Polskie E-Płatności S.A. (a payment services provider) from Polska Wytwórnia Papierów Wartościowych (the Polish Security Printing Works).
  • Represented Montagu Private Equity, a leading European private equity firm, in connection with the proposed acquisition of American Heart of Poland S.A., a renowned Polish network of cardiology clinics.
  • Represented Pfleiderer Grajewo and Atlantik in the reorganization of the Pfleiderer Group based on a cross-border reverse takeover structure and public offering of shares. The total value of the Transaction, including the private placement and the repayment in kind, amounts to approximately PLN 744 million.
  • Represented Discovery Communications in connection with the contemplated acquisition of Poland’s premier multi-platform media company TVN, one of the leading media companies in Poland, from ITI and Canal+ Group.
  • Represented Mid Europa Partners, one of the leading private equity investors in Central and South Eastern Europe, in connection with the contemplated acquisition of SMYK Group, the leading retailer of children’s apparel, toys and accessories in Poland, from Empik Media & Fashion, a Warsaw Stock Exchange-listed retail group.
  • Represented Telekomunikacja Polska S.A. (currently Orange Polska S.A.) in connection with the sale of Wirtualna Polska, a leading online media company in Poland, to Innova Capital, a leading mid-market private equity firm in Central Europe, with a transaction value of PLN 375 million.
  • Represented Grupa LOTOS S.A., one of the leading Polish oil companies, in connection with the PLN 1 billion public offering of its shares.
  • Represented ORLEN Upstream Sp. z o.o., a 100% subsidiary of PKN ORLEN S.A., one of the largest petroleum corporations in Central and Eastern Europe and the largest in Poland, in connection with the cross-border acquisition of FX Energy, Inc., listed on NASDAQ, with a transaction value of PLN 442 million.
  • Represented Grupa Azoty Zakłady Azotowe "Puławy" S.A., a leading producer of nitrogen fertilizers and chemicals in Central Europe, in connection with establishing a joint venture with KGHM Polska Miedź S.A., leader in copper and silver production, for the exploration of natural resources.
  • Represented PBG S.A., one of the leading Polish construction companies, in connection with the financial and debt restructuring of the PBG Group for the total amount of PLN 4 billion.°
  • Represented DaVita HealthCare, a leading provider of kidney care, in acquisitions of dialysis centers in a number of European countries from Frasenius Medical Group.°
  • Represented Bioton SA, one of the largest Polish biotech companies listed on the WSE, in relation to a long-term contract for the supply and distribution of insulin on the territory of China with Bayer Healthcare Company Ltd, with the transaction value of USD 2 billion.°
  • Represented Bioton S.A., one of the largest Polish biotech companies listed on the WSE, in relation to the sale to Sanofi-Aventis, one of the leading multinational pharmaceutical companies, of ZAO Bioton Wostok, a human insulin manufacturer in Russia, with a transaction value of PLN 110 million.°
  • Represented Bioton S.A., one of the largest Polish biotech companies listed on the WSE, in relation to the acquisition of the Swiss biotech company Biopartners AG, with a transaction value of PLN 183 million.°
  • Represented Bioton S.A., one of the largest Polish biotech companies listed on the WSE, in relation to the acquisition of pharmaceutical companies from the international Shah Group which involved the establishment of a joint-venture and acquisition of pharmaceutical and biotech companies seated in India, Finland, Russia and the UK.°
  • Represented Bioton S.A., one of the largest Polish biotech companies listed on the WSE, in relation to the acquisition of Italian pharmaceutical companies Pharmatex Italia and Fisiopharma, with a transaction value of PLN 54 million.°
  • Represented Bioton S.A., one of the largest Polish biotech companies listed on the WSE, in relation to the acquisition of SciGen, a Singapore biotech company listed on the Australian Stock Exchange (ASX) selling biotech products and insulin on the markets of South-Eastern Asia, Australia and Oceania.°
    Advised Lehman Brothers with respect to a legal review of the company’s assets located in Poland, in relation to Chapter 11 proceedings conducted in the USA, with a total value of USD 600 billion.°
  • Represented Merrill Lynch in its role as an investment banker in relation to the sale of shares in a Polish media company.°
  • Represented RWE Aqua, a member of the German power concern RWE AG, in relation to the acquisition of shares in the water and sewage grid operator Przedsiębiorstwo Wodociągów i Kanalizacji w Dąbrowie Górniczej.°
  • Represented BASF Polska, part of the BASF Group the largest global chemical company, and Deutsche Lufthansa AG, the global aviation group, in the preparation of comprehensive documentation and security procedures for the processing of personal data.°
  • Represented the Swedish company Intrum Justitia AB, Europe’s leading credit management services group, in relation to the establishment of its European data processing centers in the Netherlands.°
  • Represented the Kaufland Group, a German hypermarket chain, part of the Schwarz Gruppe, with respect to investment projects involving the development of more than a dozen hypermarkets and supermarkets in Poland, and a national logistics center.°
  • Represented OBI Polska and the Tengelmann Group (Plus Discount) with respect to investment projects involving the development of more than a dozen hypermarkets and supermarkets in Poland.°
  • Represented GE Capital in relation to a defense offset agreement with the Polish State Treasury, with a contract value of approx. USD 64.5 million.°
  • Represented Airline Accounting Center (currently Lufthansa Global Business Services) in relation to the establishment and structuring of a finance, revenue accounting, human resources and procurement service center for European airlines.*
  • Represented PGNiG S.A., the largest Polish gas corporation, in relation to a supply agreement with Qatargas concerning supplies of liquid natural gas from Qatar to the LNG terminal in Świnoujście for 20 years, with a total contract value of approx. USD 11 billion.°
  • Represented PGNiG S.A., the largest Polish gas corporation, in relation to the execution of annexes with Gazprom to the “Yamal Contract”, with a total contract value of approx. USD 85 billion.°
  • Represented PGNiG S.A., the largest Polish gas corporation, in relation to the execution of a contract for supplies of “Summer Gas” to Poland, with a contract value of PLN 1 billion.°
  • Represented PGNiG with respect to numerous gas sector projects, including in particular international contracts for natural gas supplies, the LNG terminal in Świnoujście, the construction of gas interconnectors and the supervision of affiliated companies.°
  • Represented PKN ORLEN S.A. one of the largest petroleum corporations in Central and Eastern Europe and the largest in Poland, in connection with the execution of contracts for the supply of crude oil with Rosneft, Tatneft, Unipetrol, Saudi Aramco, with a total contract value of several billion USD.
  • Represented Grupa LOTOS S.A., one of the leading Polish oil companies, in connection with the execution of a long-term contract for natural gas supplies with PGNiG S.A..
  • Represented PBG S.A. in relation to contracts with KGHM Polska Miedź S.A. concerning the construction of steam and gas units in the Głogów and Polkowice heat- and power plants, with a total contract value of PLN 165 million.°
  • Represented SFW Energia, a member of the German power concern RAG, in relation to the acquisition of heating companies.°
  • Advised various clients (including, without limitation, Gaz-System, Polskie LNG, EuRoPol Gaz, Petrolinvest, Wisent Oil & Gas, Silurian Energy Services, Macquarie Capital, SFW Energia) with respect to energy sector projects, in particular natural gas, shale gas, LNG, LPG and crude oil.°

    °The above representations were handled by Mr. Baranowski prior to his joining Greenberg Traurig, LLP.

Recognition & Leadership

  • EMEA Legal 500: recommended in Energy and Natural Resources (2017) and Corporate/M&A (2015-2016)
  • Member, District Chamber of Legal Advisors, Warsaw
  • Member, Association of International Petroleum Negotiators

Credentials

Education
  • Legal Advisor, 2011
  • Postgraduate Studies, English Business Law & Practice, University of Cambridge, 2011
  • Postgraduate Diploma in Law, European Union Law, with distinction, Jagiellonian University, 2006
  • Postgraduate Diploma in Polish and European Corporate Law, with distinction, Warsaw School of Economics, 2005
  • M.Jur., with distinction, University of Silesia in Katowice Faculty of Law, 2003
Admissions
  • Poland
Languages
  • Polish, Native
  • English, Fluent
  • German, Fluent