Jarosław Grzesiak

Jarosław Grzesiak ~

Shareholder

Jarosław Grzesiak is the Managing Shareholder of the Warsaw Office and focuses his practice on corporate law. Jarosław has experience in representing international and domestic clients in large mergers and acquisitions (including privatizations), capital markets transactions, restructurings, and banking and finance projects.

Concentrations

  • Capital markets: equity
  • Capital markets: debt
  • Mergers & acquisitions
  • Corporate restructurings
  • Privatization
  • Complex financings
  • Global energy & infrastructure

Capabilities

Experience

  • Represented Pfleiderer Grajewo and Atlantik in the re-IPO of the merged Plfeiderer Group on the WSE. Value of the offering was PLN 362 million.
  • Represented WIRTUALNA POLSKA HOLDING S.A. and its selling shareholder, European Media Holding S.à r.l. - an entity controlled by the private equity fund Innova Capital, on the initial public offering of shares and listing on the WSE.
  • Represented Grupa LOTOS S.A. in connection with the PLN 1 billion public offering of shares.
  • Represented Energa S.A. in the PLN 2.4 billion IPO on the WSE.
  • Represented European Bank for Reconstruction and Development in connection with its participation in the IPO of PKP Cargo and the acquisition of 5.27% of PKP Cargo’s shares. The value of the transaction was PLN 155.4 million.
  • Represented the underwriters: Deutsche Bank, Citigroup, Morgan Stanley, BofA Merrill Lynch, Credit Suisse, KBC Securities and Santander Investment in connection with one of the biggest secondary offerings in the history of WSE – PLN 4.9 billion secondary offering of BZ WBK shares.
  • Represented Barclays Capital, J.P. Morgan, Morgan Stanley and Ipopema S.A. – joint global co-ordinators and bookrunners for Alior Bank’s PLN 2.1 billion IPO.
  • Represented Zespół Elektrowni “Pątnów-Adamów-Konin” S.A. in the PLN 680 million IPO on the WSE.
  • Represented the Polish State Treasury in the PLN 5.4 billion IPO of Jastrzębska Spółka Węglowa S.A. on the WSE.°
  • Represented the majority shareholders of Cyfrowy Polsat S.A. in the sale of 25% of shares in the business through accelerated bookbuilding.°
  • Represented the Polish State Treasury in the sale of 10% of shares of PZU S.A. through accelerated bookbuilding.°
  • Represented PZU S.A. in its PLN 8 billion IPO on the WSE.°
  • Represented Kulczyk Oil Ventures in its PLN 314.5 million IPO on the WSE.°
  • Represented Citigroup, Deutsche Bank, ING and Dom Maklerski BZ WBK in a domestic and international offering, through an accelerated bookbuilding, of the Polish Treasury’s shares in the listed KGHM Polska Miedź S.A.°
  • Represented Credit Suisse in connection with the approximately PLN 2 billion IPO of ENEA S.A. on the WSE.°
  • Represented Cyfrowy Polsat S.A. in connection with its PLN 839 million IPO on the WSE.°
  • Represented Credit Suisse First Boston in connection with the PLN 1.5 billion placement of TP S.A. shares held by the Polish State Treasury, as well as with respect to the relating underwriting agreement.°
  • Represented Merrill Lynch and UniCredit Banca Mobiliare, acting as joint global coordinators and joint book running managers, in connection with the sale of Bank Pekao S.A. shares.°
  • Represented IVAX Corporation in connection with the listing of its shares on the WSE and their introduction to public trading. IVAX Corporation was the first U.S. issuer to have its shares listed on the WSE, and one of the first non-Polish companies whose shares were listed on Polish and foreign stock exchanges at the same time.°
  • Represented Cyfrowy Polsat as issuer in 1 billion PLN notes offering, the first of its kind under the new Bonds Act.
  • Represented BSH Bosch und Siemens Hausgeräte GmbH in connection with the acquisition of convertible bonds issued by Zelmer SA.
  • Represented Spartan Capital Holdings and Eileme 2 AB in connection with the offering of EUR 542 million Senior Notes and USD 500 million Senior Notes.°
  • Represented Spartan Capital Holdings in the over PLN 1 billion acquisition of Polkomtel's guaranteed floating rate notes.°
  • Represented Eileme 1 AB in connection with the offering of USD 201 million PIK Notes.°
  • Represented Cyfrowy Polsat S.A. in the EUR 350 million High Yield Bond offering.°
  • Advised Złomrex S.A. on its EUR 170 million High Yield Bond offering on international markets in one of the first such offerings by Polish companies.°
  • Advised GETIN Bank S.A. on the launch of its EUR 1 billion EMTN Program and three issue of bonds for over EUR 500 m.°
  • Represented CVC Capital Partners in connection with an agreement for the acquisition of Żabka Polska from Mid Europa Partners. The sale of Żabka is the largest ever transaction in the Polish food retail sector and the largest ever private equity exit in Poland.
  • Represented SABMiller plc in connection with Polish aspects of the disposal of its CEE brewing assets to Asahi Group Holdings Ltd, with a transaction aggregate value of approx. EUR 7.3 billion.
  • Represented Cyfrowy Polsat S.A. and Polkomtel S.A. in connection with the acquisition of a majority stake in Midas S.A. in a public tender offer.
  • Represented Empik Media & Fashion S.A. on the sale of shares in Learning Systems Poland S.A. to Bookzz Holdings Limited.
  • Represented Innova Capital, a private equity fund, on the acquisition of a majority stake in PEKAES S.A. from Kulczyk Investments S.A. and Kulczyk Holding S.A.
  • Represented PGE S.A., KGHM S.A., ENEA S.A. and TAURON S.A. in connection with the acquisition from PGE of shares in PGE EJ 1, which will be responsible for building and operating Poland’s first nuclear power plant.
  • Represented Cyfrowy Polsat S.A. in connection with all aspects of the acquisition of Polkomtel sp. z o.o. that included (i) negotiating agreements with existing shareholders, (ii) issue of Cyfrowy Polsat’s new shares and their admission on WSE, as well as (iii) refinancing of the existing indebtedness of Cyfrowy Polsat and Polkomtel capital group (Senior Notes, PIK Notes and Senior Facilities). Value of the transaction was PLN 6.15 billion.
  • Advised BSH Bosch und Siemens on a public tender announced to purchase 100% of Zelmer S.A. share capital.
  • Represented envia Mitteldeutsche Energie AG in connection with the indirect sale of a controlling interest in EC „Będzin” S.A.
  • Represented Quadra FNX Mining in its sale to KGHM Polska Miedź S.A.°
  • Represented Spartan Capital Holdings in the PLN 18.1 billion acquisition of Polkomtel.°
  • Represented Cyfrowy Polsat S.A. in the acquisition of Telewizja Polsat S.A.°
  • Represented UniCredit in negotiations with the Polish government with respect to the merger of Bank BPH S.A. with Bank Pekao S.A.°
  • Represented EDF in the proposed acquisition of shares in ENEA S.A.°
  • Represented Emperia Holding in the group’s defense against a hostile takeover by Eurocash and subsequent sale of part of its distribution business to Eurocash.°
  • Represented MetLife Inc. in connection with the acquisition of Alico from AIG.°
  • Represented the majority shareholder of WAN S.A. in the sale of minority shares to Morgan Stanley Real Estate.°
  • Represented Citigroup and Bank Handlowy w Warszawie S.A. in connection with the sale of Bank Handlowy’s asset management business to Legg Mason, Inc.°
  • Represented PKN Orlen S.A. in its joint venture with Basell Europe Holdings BV for establishing a polyolefin production plant in Poland on a project financed basis.°
  • Represented NRG and Marubeni in connection with their proposed acquisition of Rybnik Power Plant on a project financed basis.°
  • Represented Pfleiderer Grajewo and Atlantik in connection with the cross-border reorganization of the Pfleiderer Group which was based on a reverse takeover structure, where Pfleiderer GmbH was acquired by Pfleiderer Grajewo S.A. with the proceeds from the public offering of shares in Pfleiderer Grajewo S.A. The total value of the Transaction amounts to approximately PLN 744 million.
  • Represented KGHM Polska Miedź S.A. in connection with the restructuring its telecommunication assets (Polkomtel S.A., Telefonia Dialog S.A.).°
  • Represented PepsiCo, Inc. in connection with its acquisition of shares in E.Wedel S.A. followed by its restructuring, as well as the sale of assets to Cadbury Schweppes, Leaf and Groupe Danone.°
  • Represented the Polish State Treasury in connection with the underwriting agreement with Credit Suisse First Boston in the PKO Bank Polski S.A. privatization process.°
  • Represented ZE PAK in the acquisition of KWB Adamów and KWB Konin coal mines from the Polish State Treasury.
  • Represented RWE AG in the proposed acquisition of ENEA S.A. shares from the State Treasury in the privatization process.°
  • Represented Vattenfall in connection with the proposed privatization of Kozienice Power Plant.°
  • Represented Cyfrowy Polsat Group in connection with a credit agreement with a consortium of Polish and foreign financial institutions for a term loan of up to PLN 11.5 billion and a revolving loan of up to PLN 1 billion.
  • Represented Polkomtel in refinancing its existing senior debt facilities during negotiations with financing institutions and the signing of an agreement. The value of the new agreement is PLN 7.95 billion (approx. EUR 2 billion).
  • Represented consortium of more than 20 Polish and international banks, such as Crédit Agricole, Santander Bank, Bank Zachodni WBK, Bank Pekao, Bank Handlowy and Bank PKO BP in granting the revolving credit facility to KGHM of the value of USD 2.5 billion.
  • Represented Spartan Capital Holdings in connection with the LBO financing obtained for PLN 18.1 billion acquisition of Polkomtel.°
  • Represented Cyfrowy Polsat S.A. in connection with the financing obtained for the acquisition of Telewizja Polsat S.A.°

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

  • Managing Partner, Greenberg Traurig (formerly Dewey & LeBoeuf), since 2012
  • Managing Partner, Dewey & LeBoeuf (formerly Dewey Ballantine), 1999-2012
  • Head of Legal Department, PepsiCo, Inc., Poland, 1995-1999
  • Associate, Dewey Ballantine, 1991-1994

Recognition & Leadership

  • Chambers Global: Band 1 in Corporate/M&A (2008-2017) and in Capital Markets Equity (2015-2017); Band 2 in Capital Markets Equity (2013-2014) and Banking & Finance (2008-2009) and Band 3 in Banking & Finance (2010)
  • Chambers Europe: Band 1 in Corporate/M&A (2007-2017) and Capital Markets Equity (2015-2017), Band 2 in Capital Markets Equity (2007-2014), Private Equity (2012, 2017); Band 3 in Banking & Finance (2010)
  • EMEA Legal 500: leading lawyer in Capital Markets Equity (2013-2017), recommended in: Capital Markets Debt (2008-2017), Corporate/M&A (2017), Private Equity (2017), Banking & Finance (2013, 2016-2017) and Restructuring & Insolvency (2016-2017)
  • IFLR 1000: leading lawyer in M&A (2011, 2013-2017), Capital Markets (2012-2017), Banking (2008-2010, 2015-2017), Energy and Infrastructure (2016-2017), Project Finance (2016-2017) and Restructuring and Insolvency (2016-2017)
  • Acquisition International: Excellence Award "M&A Lawyer of the Year" (2016)
  • Expert Guides: Leading Expert in Mergers and Acquisitions (2016)
  • Best Lawyers: Capital Markets "Lawyer of the Year" in Poland, recommended in: Mergers and Acquisitions and Private Equity (2016), Corporate/M&A and Private Equity (2014);  Private Equity "Lawyer of the Year" in Poland; recommended in: Capital Markets and Corporate/M&A (2013)
  • Rzeczpospolita: leading lawyer in Corporate/M&A/Privatization/ Restructuring (2014), recommended in Stock Exchange Listings/Capital Markets/Securities (2013-2014) and Project Finance (2009-2012)
  • Lawyer Monthly 2013: M&A Best Lawyer of the Year in Poland
  • Forbes – The best capital markets lawyer in Poland (2013)
  • PLC: Private Equity: recommended in private equity (2008)
  • The American Lawyer: Dealmaker of the week (2011)
  • Member, Bar Association of Warsaw

Credentials

Education
  • Advocate, 1995
  • Master of Law, Jagiellonian University, 1990
Admissions
  • Poland
~ Certain partners in Greenberg Traurig Grzesiak sp.k. are also shareholders in Greenberg Traurig, P.A.
Languages
  • Polish, Native
  • English, Fluent