Rafał Sieński ~Shareholder Rafal.Sienski@gtlaw.com
Rafał Sieński focuses his practice on commercial and civil law, with an emphasis on public offerings of equity and debt securities on Polish and international capital markets as well as on M&A and restructuring transactions.
- Capital markets
- Corporate finance
- Represented Bricks Acquisitions Limited in the sale of ROBYG S.A. to a wholly owned subsidiary of TAG Immobilien AG.
- Represented PCF Group S.A. in the acquisition of a controlling stake in Incuvo S.A. from OÜ Blite Fund, and Estonian limited liability company.
- Representing the CCC Group in connection with a transaction that will result in two new minority investors becoming shareholders of eobuwie.pl S.A. - the leader in the online footwear market in Central and Eastern Europe. Cyfrowy Polsat S.A. and A&R Investments Limited, one of the shareholders of InPost S.A., signed conditional preliminary agreements regarding the sale of two 10% stakes in eobuwie.pl for PLN 500 million for each stake. The total value of the pre‑IPO transaction is PLN 1 billion.
- Represented BNP Paribas SA acting as the seller in the offering, through an accelerated bookbuilding process, of BNP Paribas Bank Polska S.A. shares.
- Represented Atlantik in connection with entering into an acting-in-concert agreement concerning Pfleiderer Group S.A., followed by a squeeze-out of minority shareholders and the delisting of Pfleiderer Group S.A. from the Warsaw Stock Exchange.
- Represented Madison International Realty LLC in connection with the acquisition of a majority stake and tender offers for the sale of up to 66% and 100% of the shares in Capital Park S.A.
- Represented Goldman Sachs International, through its affiliate Bricks Acquisition Limited, in a PLN 1 billion tender offer for 100% of the shares in ROBYG S.A., followed by a squeeze-out of minority shareholders and the delisting of ROBYG S.A. from the Warsaw Stock Exchange.
- Represented Acciona Construction SA in a tender offer for the sale of up to 100% of the shares in Mostostal Warszawa S.A.
- Represented Venture Fundusz Inwestycyjny Zamknięty, managed by TFI Trigon S.A., in relation to its Series A Investment in Seed Labs Inc., a Delaware corporation.
- Represented Pfleiderer Grajewo and Atlantik in connection with the cross-border reorganization (reverse takeover) of the Pfleiderer Group, 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 was approximately PLN 744 million.
- Represented Cyfrowy Polsat S.A. in connection with all aspects of the acquisition of Polkomtel sp. z o.o. which included (i) negotiating agreements with existing shareholders, (ii) issuing of Cyfrowy Polsat’s new shares and their admission on the WSE, as well as (iii) refinancing of the existing indebtedness of the Cyfrowy Polsat and Polkomtel capital group (Senior Notes, PIK Notes and Senior Facilities). The value of the transaction was PLN 6.15 billion.
- Advised envia Mitteldeutsche Energie AG on the indirect sale of a controlling interest in EC „Bedzin” S.A.
- Represented BSH Bosch und Siemens Hausgeräte GmbH in connection with the acquisition of Zelmer SA by the way of a tender offer for the sale of 100% of the shares in Zelmer SA., followed by a squeeze-out of minority shareholders and the delisting of Zelmer S.A. from the Warsaw Stock Exchange.
- Advised on introducing IVAX Corporation shares to the WSE as well as on certain Polish law aspects of its merger with Teva Pharmaceutical Industries Ltd. and introducing Teva's shares to public trading in Poland.°
- Represented CA IB Fund Management in its acquisition of three Polish national investment funds, as well as the company managing the funds' assets from PZU S.A.°
- Advised ING Securities, acting as the offering agent, on the sale of a large stake in ING Bank Śląski by ING Bank.°
- Participated in the transaction regarding the sale of a block of GTC S.A. shares by Bank Handlowy w Warszawie S.A.°
- Participated in transactions regarding acquisition and merger of large public companies from the banking sector, as well as introducing the companies to the WSE.°
- Represented Dom Maklerski Banku Handlowego S.A. as an investment firm, global coordinator and joint bookrunner, Citigroup Global Markets Europe AG, Erste Group Bank AG and Erste Securities Polska S.A. as global coordinators and joint bookrunners, Jefferies GmbH and Jefferies International Limited, as joint bookrunners, and Trigon Dom Maklerski S.A. as the co-lead managers, in connection with the PLN 216 mln public offering of shares in Celon Pharma S.A. on the WSE
- Represented ONDE S.A. in the PLN 444.5 million IPO on the WSE.
- Represented Goldman Sachs International and Morgan Stanley, as Global Coordinators and Joint Bookrunners; Barclays Bank, BofA Securities, Citi, as Joint Bookrunners, Biuro Maklerskie PKO BP and Santander Biuro Maklerskie, as the Joint Bookrunners and Co-Offering Agents, and Bank Pekao, Pekao Investment Banking, Crédit Agricole Corporate and Investment Bank, Erste Group and Raiffeisen Centrobank as the Co-Lead Managers, in connection with the PLN 9.2 billion (PLN 10.6 billion including the over-allotment shares) IPO of shares in Allegro.eu on the WSE. This is the largest IPO in Poland’s history.
- Represented UBS and IPOPEMA in connection with a PLN 140 Million New Share Offering of Ryvu Therapeutics.
- Represented CCC S.A. in connection with a PLN 500 Million New Share Offering.
- Represented Silvair Inc. in connection with its initial public offering of shares and their admission to trading on the regulated market operated by the Warsaw Stock Exchange. It is the first IPO in history where the shares of an issuer from the U.S. were listed solely on the regulated market of the WSE.
- Represented Pfleiderer Grajewo and Atlantik in the re-IPO of the restructured Pfleiderer Group on the WSE. The value of the offering was PLN 362 million.
- Represented J.P. Morgan, Pekao Investment Banking S.A., UniCredit Bank AG London branch and IPOPEMA Securities S.A. in connection with the IPO and the admission of the shares of X-Trade Brokers Dom Maklerski S.A. to trading on the Main Market of the WSE.
- 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 Energa S.A. in its over PLN 2.4 billion IPO on the WSE.
- Advised Zespół Elektrowni „Pątnów-Adamów-Konin” S.A. in connection with its PLN 680 million IPO on the WSE.
- Represented PZU S.A. in its PLN 8 billion 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 State Treasury’s shares in the listed KGHM Polska Miedź S.A.°
- Advised UniCredit Bank AG, UniCredit CAIB and Concorde Capital, the underwriters, in connection with the proposed IPO of shares of GEO ALLIANCE OIL-GAS Public Ltd on the WSE.°
- Represented PGE Polska Grupa Energetyczna S.A. in its approx. PLN 6 billion IPO on the WSE.°
- Advised Credit Suisse, Concorde and DiBRE in the proposed IPO of ViOil Holding S.A. on the WSE.°
- Advised CEDC on public offerings of shares in Poland and in the United States.°
- Represented ASBISc Enterprises plc in its listing and IPO on the WSE.°
- Represented J.W.Construction Holding S.A. in its listing and IPO on the WSE.°
- Represented Bank Gospodarstwa Krajowego in connection with the sale of PLN 2 billion investment certificates in two funds – the Rental Housing Fund (Fundusz Mieszkań na Wynajem) and the Housing Sector Development Fund (Fundusz Mieszkań dla Rozwoju) to Polski Fundusz Rozwoju S.A.
- Represented CCC Group on signing an agreement with an entity from the Softbank Group, under which SoftBank Vision Fund 2 will invest PLN 500 million in eobuwie.pl S.A. by taking up convertible bonds.
- Advised Cyfrowy Polsat S.A. on the issue of Series B bonds with an aggregate nominal value of PLN 1 billion.
- Represented Bank Pocztowy in connection with the first issue of the Bank’s bonds, part of the subordinated bond issuance program for individual investors with an aggregate value amounting to PLN 1 billion.
- Represented BSH Bosch und Siemens Hausgeräte GmbH in connection with the acquisition of convertible bonds issued by Zelmer S.A.
- Represented Energa S.A. in the process of having PLN 1 billion Series A bonds admitted to trading on the Catalyst regulated market.
- Represented Penta Investments Ltd., a shareholder of Empik Media & Fashion, in connection with the refinancing of EMF’s PLN 1.2 billion debt. The transaction included offering of EMF’s PLN 128.8 million unsecured bearer bonds and EUR 38 million unsecured registered bonds, a mezzanine loan in the amount of approx. EUR 25 million and amendment of credit facility and intercreditor agreements.
- Advised J.P. Morgan Securities Ltd. and Nomura International plc on the proposed EUR 250 million high-yield bond offering by PBG Finance AB, a special purpose company established by PBG.
- Advised Eileme 1 AB in the offering of USD 201 million PIK Notes.°
- Advised Spartan Capital Holdings and Eileme 2 AB in connection with the offering of EUR 542 million Senior Notes and USD 500 million Senior Notes.°
- Advised Cyfrowy Polsat S.A. on its EUR 350 million High Yield Bond offering.°
- Advised CEDC on a EUR 380 million and USD 380 million debt offering.°
- Advised CEDC on introducing its shares to the WSE and on the Polish law aspects of its High Yield Bond offering to help finance the acquisition of Polmos Białystok S.A. from the Polish State Treasury, advised CEDC with regard to Polish law in connection with its dual listing on the WSE.°
- Advised Marvipol S.A. on its convertible bond issue (mezzanine finance) in connection with a PRE IPO financing.°
- Assisted Polish non-financial and financial institutions with debt and equity offerings, including TP S.A. on its USD 1 billion bond issue on international markets to increase the value of its EMTN Program and a private debt placement for the amount of EUR 500 million, Bank Przemysłowo Handlowy PBK S.A. on the launch of its PLN 8 billion bond issue, and Bank Pekao S.A. on its PLN 1 billion share issue.°
°The above representations were handled by Mr. Sieński prior to his joining GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k.
Recognition & Leadership
- Chambers Global: Band 3 in Capital Markets Equity (2015-2023), Band 4 in Capital Markets Equity (2010-2014), recommended in Capital Markets (2008-2009)
- Chambers Europe: Band 3 in Capital Markets Equity (2015-2023), Band 4 in Capital Markets Equity (2010-2014)
- IFLR1000: Highly Regarded in Capital Markets Debt (2018-2022) and in Banking (2019-2022), Leading Lawyer in Capital Markets Debt (2011-2020), recommended in Banking (2016-2020)
- EMEA Legal 500: recommended lawyer in Capital Markets (2021-2022), Capital Markets Equity (2017-2019), recommended lawyer in Capital Markets Debt (2013, 2018-2019)
- Best Lawyers: recommended in Capital Markets (since 2010)
- Member, Warsaw Bar Association of Attorneys-at-Law
- Attorney-at-Law, 2004
- Master of Law, The University of Warsaw, 2000
Certificate in American Law, with Distinction, the University of Warsaw /University of Florida Center for American Law Studies, 1999
~ Certain partners in GREENBERG TRAURIG Nowakowska-Zimoch Wysokiński sp.k. are also shareholders in Greenberg Traurig, P.A.
- Polish, Native
- English, Fluent