Karolina Dunin-Wilczyńska focuses her practice on securities law, company law and mergers and acquisition transactions. She has advised on numerous initial and follow-on equity public offerings and debt offerings, mostly as issuer counsel.
Initial equity public offerings
Follow-on equity public offerings, including rights issue offers and scrip dividend transactions
Advised on the PLN 680 million IPO of Zespół Elektrowni “Pątnów-Adamów-Konin” S.A., the fifth largest electricity producer in Poland, on the Warsaw Stock Exchange. It was the largest IPO and privatization in Poland in 2012.°
Assisted in the PLN 8 billion IPO of Powszechny Zakład Ubezpieczeń S.A., the largest insurance company in Poland, on the Warsaw Stock Exchange. It was the largest IPO on the Polish market in history.°
Assisted in the approx. PLN 6 billion IPO of PGE Polska Grupa Energetyczna S.A., the largest power holding in Poland, on the Warsaw Stock Exchange.°
Advised on the proposed IPO of Fleet Holdings S.A. with its registered office in Luxembourg on the Warsaw Stock Exchange with the prospectus being approved by the Commission de Surveillance du Secteur Financier (CSSF) .°
Currently advises in connection with an envisaged rights issue public offering and the admission of the new shares to trading on the Warsaw Stock Exchange.
Advised Gremi Media S.A., a leading media group in Poland, on the listing of its shares on the NewConnect market, an alternative trading system of the Warsaw Stock Exchange.
Advised Alior Bank S.A. in connection with the PLN 2.2 billion rights issue public offering aimed at financing the acquisition of the core bank business of Bank BPH S.A. by Alior Bank S.A., and the admission of the new shares to trading on the Warsaw Stock Exchange. This was the largest public offering on the WSE since 2013 and the largest rights issue offering on the WSE since 2009.
Advised Grupa LOTOS S.A., a leading Polish oil company operating in both the upstream and downstream segments, in connection with the PLN 1 billion public offering of its shares. It was the largest public offering of new shares in Poland in 2014.
Advised J.P. Morgan Securities Plc on the rights issue public offering of New World Resources Plc in connection with the restructuring of the company and the admission of the new shares to trading on the Warsaw Stock Exchange.
Advised UniCredit S.p.A. in connection with the Polish aspects of the EUR 7.5 billion, EUR 4 billion and EUR 3 billion rights issue public offerings in Italy, Poland, Austria and Germany, and the admission of the new shares to trading on regulated markets in Italy (Borsa Italiana S.p.A.), Poland (Warsaw Stock Exchange) and Germany (Deutsche Borse AG).°
Advised UniCredit S.p.A. in connection with the Polish aspects of public offerings of shares issued for the purpose of dividend payments for 2013, 2014 and 2015 from regular shares and in connection with their admission to trading on the Warsaw Stock Exchange.
Advised Alior Bank on the establishment of a bond issuance program with a nominal value of up to PLN 1.2 billion.
Advised Eileme 1 AB on the offering of USD 201 million PIK Notes as part of the financing for the acquisition of Polkomtel S.A., the operator of the “Plus” mobile telecommunication network, by Spartan Capital Holdings sp. z o.o.°
Advised Eileme 2 AB on the offering of EUR 542 million Senior Notes and USD 500 million Senior Notes as part of the financing for the acquisition of Polkomtel S.A. by Spartan Capital Holdings sp. z o.o.°
Advised Cyfrowy Polsat Finance AB (publ) on the offering of EUR 350 million Senior Secured Notes in connection with the acquisition of Telewizja Polsat S.A. by Cyfrowy Polsat S.A.°
Assisted UniCredito Italiano S.p.A., which has its shares listed on the Italian and German regulated markets, in the listing of its shares on the Warsaw Stock Exchange.°
Assisted in the listing of IVAX Corporation shares on the Warsaw Stock Exchange and the exchange of shares of Kutnowskie Zakłady Farmaceutyczne „POLFA” S.A. into shares of IVAX Corporation. IVAX Corporation was the first US corporation to be dual listed on the WSE and on foreign exchanges.°
Assisted with respect to the Polish aspects of the listing of Bank Austria Creditanstalt AG (BACA) on the Vienna Stock Exchange and assisted both BACA and CA IB Securities S.A. as the offeror with respect to the introduction of BACA shares to public trading in Poland and listing on the Warsaw Stock Exchange. BACA was the first foreign company listed on the WSE.°
Advised Cyfrowy Polsat Group in connection with the acquisition of a block of approximately 32% of shares in Netia from two major shareholders, with the total purchase price amounting to PLN 638.8 million, and in connection with the announcement of a tender offer to place subscriptions for the sale of shares in Netia S.A.
Advised Amundi S.A. on its contemplated acquisition from UniCredit S.p.A. of Pioneer Global Asset Management S.p.A. operations in Poland, i.e., Pioneer Pekao Investment Management Company, Pioneer Pekao Investment Fund Company and Pekao Pioneer Universal Pension Fund Company.
Assisted Anheuser-Busch InBev, the world’s largest brewer, on the Polish aspects of the sale to the Japanese brewer Asahi Group Holdings, Ltd. of the businesses that were 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 with the USD 103 billion takeover by Ab InBev of SABMiller, one of the largest takeovers ever completed.
Assisted Alior Bank S.A. on the spin-off of the Bank BPH S.A. core business into Alior Bank S.A. Alior Bank has valued Bank BPH’s core business at PLN 1.5 billion.
Participated in work for ERBUD S.A., a company from the building sector, in connection with the sale of its subsidiary BUDLEX S.A.
Advised ING Bank Śląski S.A. in connection with the division of the brokerage house ING Securities S.A., a wholly owned subsidiary of ING Bank Śląski, by way of spinning-off the assets of ING Securities used for conducting brokerage activity to ING Bank Śląski S.A. while the remaining assets were transferred to another company from the ING Group.
Advised on Emperia Holding’s defense against a hostile takeover by Eurocash and the subsequent sale of part of Emperia Holding’s distribution business to Eurocash.°
Assisted UniCredito Italiano S.p.A. on the spin-off of Bank BPH S.A. into Bank Pekao S.A., including advice on two proceedings before the Polish Banking Supervisory Commission in connection with the spin-off of Bank BPH S.A. and the exercising of voting rights in Bank BPH S.A. This was the first ever spin-off in the Polish banking sector.°
Participated in various due diligence reviews of Polish companies from a number of sectors, including the due diligence investigation of the Warsaw Stock Exchange conducted for the purpose of its privatization, and the formulation of a privatization report for the Polish State Treasury; the due diligence investigation of Poland’s four largest steel mills in connection with the proposed acquisition of PHS S.A. by US Steel Corporation through PHS’s privatization, as well as in connection with US Steel’s operations in Poland°; and the due diligence investigation of Powszechny Bank Kredytowy S.A. in connection with its merger with Bank Przemysłowo Handlowy S.A.°
°The above representations were handled by Ms. Dunin-Wilczyńska prior to her joining Greenberg Traurig sp.k.
EMEA Legal 500: recommended in Capital Market Equity, 2017-2018
District Chamber of Legal Advisors in Warsaw
Legal Advisor, 2015
Master of Law, The University of Warsaw, 2001
Diploma, the University of Warsaw in association with the University of Florida Levin College of Law, American Law Centre, 2000