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Weil Advises GE Capital in Connection with Sales of Shares and a Demerged Organized Unit of Bank BPH S.A.

Weil acted as legal counsel to members of the GE Capital group in connection with the sale of shares in Bank BPH S.A. to Alior Bank S.A. and the sale of a demerged organized part of the business of Bank BPH S.A in the first transaction of its kind in Poland.

The transaction was recognized as “Transaction of the Year (£100 – 500 million)” by The M&A Advisor at the EMEA Corporate Development Awards 2017 ceremony in London.

As a result of the transaction, Alior Bank S.A. acquired an organized part of an enterprise comprising the entire core business originally run by Bank BPH S.A., with the exception of the mortgage business (including Bank BPH’s mortgage loan portfolio, financial liabilities towards members of the GE Capital group, shares in BPH PBK Zarządzanie Funduszami sp. z o.o. and other assets and liabilities associated with the mortgage loan portfolio), which remained with Bank BPH S.A. After the registration of the demerger, Bank BPH S.A. became a wholly-owned subsidiary of the GE Capital group.

In connection with the transaction, Weil attorneys provided comprehensive services to the GE Capital group including negotiating, structuring and drafting documentation and the required regulatory filings, as well as liaising with the Polish Competition and Consumer Protection Office and the Polish Financial Supervision Authority (the PFSA). As the parties to the transaction are listed on the Warsaw Stock Exchange, the structure of the transaction required many complex processes to be implemented in relation to the regulatory and legal environment. The PFSA, as the regulator, had certain expectations in connection with the mortgage loan business demerger process, also due to the community-related aspects of the transaction. Meeting these expectations and developing the appropriate transaction structure and its implementation required Weil’s attorneys to maintain a constant dialogue with the PFSA. The attorneys’ broad specialist knowledge and their meetings with the representatives of the PFSA culminated in the development of a novel procedure governing the demerger of the mortgage business from the bank. Weil’s cooperation with the PFSA on that ground-breaking transaction resulted in the regulator establishing a set of recommendations and guidelines that will have to be followed by any other banks seeking the demerger of their mortgage loan business.

Dr. Lukasz Gasinski, head of the regulatory practice of the Warsaw office of Weil commented, “Weil is very proud to have the General Electric group, one of the world’s largest corporations, retain us to provide legal advice on such a high level of complexity. We feel honored to be able to advise such corporate giants and participate in processes that shape the Polish economy.”

The transaction was led by Managing Partner of the Warsaw office Pawel Rymarz and regulatory partner Dr. Lukasz Gasinski. The team also included Corporate associates Jacek Zawadzki, Michał Bobrzynski, Dr. Jakub Zagrajek, Katarzyna Lukaszewicz and Magdalena Medynska (not yet admitted). Partner and the head of the Warsaw Tax Department Robert Krasnodebski and associate Marek Kanczew advised on tax issues related to the transaction.