News & Announcements

Weil Advises on the Biggest Fully Marketed SPO on the WSE

Global law firm Weil, Gotshal & Manges LLP announced today that it has acted as legal counsel on matters of Polish, U.K., and U.S. law to Bank Zachodni WBK S.A. (BZ WBK), Banco Santander S.A. (Santander), and KBC Bank NV (KBC) in connection with the secondary public offering of shares in BZ WBK.

BZ WBK is a universal bank offering a wide range of products and services to both retail and corporate customers. Following the merger with Kredyt Bank S.A., completed in January 2013, BZ WBK became the third largest bank in Poland in terms of deposits and equity while simultaneously becoming one of the three leading banks in terms of the number of branches.

BZ WBK’s SPO is the biggest ever fully marketed SPO of a Polish company listed on the Warsaw Stock Exchange (WSE). BZ WBK’s SPO comprised the sale by KBC of 15,125,964 shares constituting 16.17 percent of BZ WBK’s share capital and the sale by Santander of 4,852,949 shares constituting 5.19 percent of BZ WBK’s share capital. The shares offered in the SPO were priced on March 21, 2013 at PLN 245 per share (as compared with a closing price on the WSE of PLN 255 on March 21, 2013), which resulted in the total value of the SPO amounting to PLN 4.895 billion (equivalent to approximately €1.172 billion, or US$1.5 billion). As a result of the SPO, BZ WBK’s free float increased to 30 percent.

Marcin Chyliński, the partner who co-led Weil’s team, commented, “We are proud to be a legal advisor to BZ WBK, Santander, and KBC in connection with BZ WBK’s SPO. This transaction is the largest fully marketed SPO of a Polish company listed on the Warsaw Stock Exchange and involved the largest syndicate of investment banks ever engaged in an equity capital markets transaction in Poland. It was preceded by the full legal merger of BZ WBK and Kredyt Bank, one of the biggest M&A transactions involving Polish companies listed on the WSE, which was completed in January 2013 and in which Weil was also involved as a legal advisor to BZ WBK. In light of the recently completed merger, the SPO was, legally speaking, a very challenging transaction which required close cooperation between the various parties involved. I believe that the expertise of Weil’s global Capital Markets platform, specifically that of the Warsaw, London, and New York offices, contributed to the successful legal execution of the SPO.”

Weil’s team was co-led by the managing partner of the Warsaw office, Paweł Rymarz, and Warsaw Capital Markets partners Marcin Chyliński and Anna Frankowska. The team also included: senior associate Jacek Zawadzki and associates Katarzyna Kwapisińska and Maciej Wróblewski; London Capital Markets associate Lauren Pau; New York Capital Markets partners Matthew Bloch and Alexander Lynch; tax advice was provided by Warsaw Tax partner Robert Krasnodębski, Washington, DC Tax partner David I. Bower, and Dallas associate Lane Morgan.

With more than 125 dedicated partners and associates in Weil’s offices worldwide, the Firm’s Capital Markets practice provide true international deal execution and local law advice in many of the world’s key jurisdictions.