We conducted numerous audits of several hundred bespoke receivables at over a dozen commercial banks, including due diligence on collateral, litigation and enforcement proceedings (enforcement, insolvency), preparation of reports and acquisition recommendations.

Participation in the investor search process and in the acquisition of a group of companies by a foreign investor. The subject of the transaction was a nationwide supermarket chain with nearly 150 locations.

Legal support for a TFI representing a debt fund in the acquisition of a Polish commercial bank’s participation interest in a structured – syndicated group loan financing of a global manufacturer in the bedding / furniture industry together with the related acquisition of a PIK Note (the financing itself was part of a broader LBO made by a leading US PE fund). The loan financing was arranged by foreign banks under English law while the PIK Notes were governed by Luxembourg law. Support included a full audit of financing documentation and restructuring of financing (under English law).

Legal advice to the trustee in the sale of shares in subsidiaries. The transaction involved the sale of 4 office buildings with a total leasable area of approximately 55,000 sq. m. with a modern conference centre, a leisure and sports area for tenants, catering facilities and a well-developed infrastructure, located in one of Poland’s largest cities.

Legal advice on amendments to the terms and conditions of performance of lease contracts under an arrangement entered into in the arrangement approval proceedings. The subject of the order concerned a fleet of several hundred cars.

Legal services to the trustee in actio paulina proceedings aimed at rendering contracts for the sale of a number of properties ineffective. Proceedings were also held to dispose of the property further. Legal support in the process of disposal of dozens of properties by the trustee.

Advising on the transaction for the disposal of shares in a subsidiary, including support for the due diligence process, preparation of documentation and contact with the administrator and the restructuring court (the transaction was concluded in the course of the seller’s remedial proceedings).

Receivables and real estate transactions, including, for example:

• repurchase of receivables from the bank and acquisition of shares in the trust company by the controlled company (owner of the property) located in Malta, change of the management board (after the secretary and directors have been reappointed)
• financing of the company’s auction purchase + agreement to sell the property after the auction purchase + securing the investor’s bridging position by temporarily taking control of the purchasing company and closing the transaction with the exit from the company
• investment – leveraged acquisition of the right of perpetual usufruct of immovable property with separate ownership of an office and residential building located in the centre of Łódź
• the transaction for the acquisition of A’s share in the real estate and the liquidation of co-ownership by taking over B’s share in the real estate encumbered by debts and the repayment of the mortgage converted into a pledge in favour of the creditors, having first taken control of the remaining debts
• the sale of mortgage-secured debt in the late stages of enforcement proceedings and subsequent changes to the recovery procedure (declaration of bankruptcy, opening of restructuring of the debtor)
• block transactions on mortgage receivables (for financing of development projects, food, manufacturing, hotel, retail sectors)

Risk assessment of the potential for real estate disposal to become ineffective. Support in the process of preparing asset valuations for restructuring proceedings. The subject of the order was a shopping mall in one of Poland’s largest cities.

Legal support of the financial creditor in distressed debtor projects, consisting of:

• a consensual and creditor-controlled procedure for the liquidation (sale) of the debtor’s assets (special purpose vehicle) using a pre-pack procedure followed by restructuring measures (remedial proceedings combined with the appointment of an administrator)
• an arrangement liquidation of the production company, involving the sale of an asset to an industrial investor

Representation of a financing provider in a dispute to establish the invalidity of a transfer of real estate (of an investment nature) as security.

The transaction changed from a sub-participation agreement to a securitisation(true sale) agreement between a syndicate of banks and NS FIZ for a portfolio of 9 claims with immediate maturity, which were secured mainly by a transfer of ownership title to agricultural real estate (exclusion of transferability under the agricultural real estate management regulations); the transaction involved, inter alia, a mechanism for splitting the fiduciary relationship (trustee and beneficiary of the trust) and the ‘additionality’ of a reverse mortgage corresponding to the capital commitment of claims against the transferor of the claim (trustee).

Analysis on the feasibility of a debt-for-equity swap as part of the implementation of the arrangement and the legal implications associated with the swap.

Preparation of acquisition and audit (due diligence) of properties located in popular mountain resorts comprising a condo hotel, service buildings with associated infrastructure and a guest house. The entity under investigation was involved in restructuring, enforcement and criminal proceedings.

Representation in three parallel and complementary actions by the trustee of a former large listed company to declare the legal acts of the bankrupt as ineffective against the bankruptcy estate. A total of five chains of legal actions involving more than a dozen properties were sought to be declared ineffective.

Opinion regarding the development of an optimum strategy for X (a creditor in the debtor’s bankruptcy proceedings) from the perspective of maximising satisfaction in the bankruptcy proceedings, in connection with the filing of an application for approval of the terms of sale of the debtor’s enterprise under the so-called prepared liquidation procedure, with particular emphasis on the degree of X’s satisfaction under separate plans for distribution of sums obtained from the sale of the debtor’s assets (which involved an assessment of the effectiveness of satisfaction).

Legal support at the insolvency filing stage, including an application for approval of the terms of the sale in a so-called prepared liquidation.

Spin-off of part of the business (freight forwarding business) into a separate company prior to the commencement of restructuring proceedings. The spin-off has enabled the freight forwarding business to continue uninterrupted.

Advising on the divestment of a production facility – two transactions: the divestment of a production hall and the divestment of a production line.