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Marcin Studniarek focuses on commercial law, securities law and M&A transactions as well as corporate governance issues.

He has advised foreign investors on various transactions regarding the purchase or the sale of large stakes in Polish companies. He has represented the State Treasury in negotiations with foreign investors. Among the projects he has worked on are the:

Equity capital markets deals:

Jastrzębska Spółka Węglowa: acting as company counsel in connection with the IPO of one of the major Polish coal mines on the WSE. The transaction consisted of the sale by Poland's State Treasury of shares representing a 33.1% stake in JSW worth PLN 5.37 billion (US$2 billion) by way of a public offering in Poland and an international offering to institutional investors outside Poland and the United States under Regulation S and to qualified institutional buyers in the United States under Rule 144A. The transaction was the largest privatisation and IPO in Poland in 2011, the fourth largest IPO in the history of the WSE, and the second largest European IPO in the first half of 2011.
BRE Bank S.A.: represented Deutsche Bank as the underwriter’s legal counsel in the rights issue of BRE Bank. Value of the transaction: PLN 2 billion (EUR 500 million).
Bank Millennium S.A.: represented HSBC as the underwriter’s legal counsel in the rights issue of Bank Millennium. Value of the transaction: PLN 1 billion (EUR 250 million).
Morgan Stanley: acted as underwriter’s counsel in connection with the EUR 195 million sale of 16% Globe Trade Centre S.A. shares owned by Kardan N.V. which was completed by way of accelerated bookbuilt offering to institutional investors. The bookbuilding was managed by Morgan Stanley as the Lead Manager and IPOPEMA Securities, KBC Securities and UniCredit CAIB Poland as Co-Managers.
Eureko: represented Eureko as the largest selling shareholder in the IPO of PZU S.A. on the WSE. Value of the transaction: PLN 8 billion (EUR 2 billion).
Kulczyk Oil Ventures Inc.: acting as underwriters' counsel of HSBC Bank plc, Erste Bank AG and Bank Zachodni WBK S.A. in connection with the PLN 315 million (EUR 78.7 million) IPO on the WSE and listing of shares of Kulczyk Oil Ventures Inc., an international upstream oil and gas exploration company.
Lubelski Węgiel “Bogdanka” S.A.: represented the client in the largest IPO on the WSE in the first half of 2009 with a value of over PLN 528 million (USD 156 million), also the first IPO of a Polish coal mine on the WSE.
Agroton Public Limited: represented one of the largest agriculture producers in eastern Ukraine, and the lead managers (BZ WBK and Phoenix Capital) in connection with the PLN 150 million (EUR 38 million) IPO on the WSE.
Industrial Milk Company S.A.: acting as transaction counsel in connection with the PLN 80.7 mln initial public offering (IPO) and Warsaw Stock Exchange listing of shares of Industrial Milk Company S.A., an agricultural business located in northern and central Ukraine.
Ukrainian Agrarian Company (matter pending): acting as an underwriter’s counsel of three investment banks in connection with the IPO of a private equity’s portfolio company on the WSE.
Ukrainian agrarian company (matter pending): Representing UniCredit acting as an underwriter in connection with the IPO and listing of the Ukrainian producer of margarine and fats on the WSE.
Eureko B.V.: acted as exclusive transaction counsel in connection with the EUR 1 billion sale of 13% of PZU S.A. shares owned by Eureko B.V. which was completed by way of an accelerated bookbuilt offering to institutional investors. The bookbuilding was managed by Deutsche Bank AG, London Branch as the Lead Manager and the domestic Powszechna Kasa Oszczędności Bank Polski S.A. Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie. The transaction constitutes Eureko B.V.'s final exit from PZU S.A., which ended the 10-year long dispute over the control of the biggest Polish insurer PZU S.A., which included a waiver of the biggest ever claim raised in a BIT arbitration.
JP Morgan: represented JP Morgan acting as Sole Global Coordinator and Bookrunner in a few sales in the form of accelerated book-building of the ITI Group, of a total 11.7 mln ordinary shares of TVN S.A. representing 3.4% of TVN’s share capital. Value of the transaction: PLN 193 million (EUR 48.7 million).
Tauron Polska Energia S.A.: represented Credit Suisse, ING, UniCredit and Espirito Santo as bookrunners in accelerated book-build transactions involving 11.9% of the shares of Tauron Polska Energia S.A. which were sold by the Polish Ministry of Treasury. Value of the transaction: PLN 1.3 bln (€325 mln).
DZ Bank Polska: representing the client being a publicly listed bank in its offering and listing on the WSE (including due diligence review, preparation of the prospectus and other legal documentation). Value of the transaction: PLN 67 million (EUR 17 million).

Public M&A deals:

Eton Park Capital Management: represented a private equity fund on the public tender announced in July 2010, for 100 % of the outstanding shares of Ruch S.A., a Polish listed company being a leading Polish newspaper retailer. Value of the transaction would exceed: PLN 630 million (EUR 158 million).
Sanofi-aventis: represented Sanofi-aventis (a leading global pharmaceutical company listed in Paris and NY) on the public tender announced on May 19, 2010, for 100% of the outstanding shares of Nepentes S.A., a Polish listed company that is a manufacturer of pharmaceuticals and dermocosmetics. This was one of the largest P2P deals this year on the Warsaw Stock Exchange in 2010. Value of the transaction would exceed: PLN 400 mln (EUR 100 million).
EQT: represented a leading PE house on the acquisition of HTL-Strefa S.A., a Polish listed company being the world’s leading manufacturer of safety and personal lancets for capillary blood sampling (including negotiations, due diligence review, preparation of legal documentation, financing and client representation in the public tender). This was the largest P2P deal executed by a PE fund in the history of the Warsaw Stock Exchange. Value of the transaction: PLN 860 million (EUR 215 million).
Lotos S.A.: represented the client (one of the biggest Polish oil companies) in its private offering of shares acquired by the Ministry of State treasury in exchange of in-kind contribution of Lotos Petrobaltic’s shares. Value of the transaction: PLN 365 million (EUR 91.2 million).
MIH Allegro B.V.: advised in acquisition of all shares in Bankier.pl (major Polish banking web portal). Our services included in particular negotiations of the share purchase agreement with major shareholder of Bankier and assistance in connection with tender offer for the acquisition of Bankier shares. Value of the transaction: PLN 54 million (EUR 13.5 million).
MIH Poland Holdings/ Naspers: represented MIH (a subsidiary of the South African company Naspers, a diversified media group with holdings in print media, TV and online media in many countries), in its successfully closed tender offer for the shares of Gadu-Gadu S.A., a Polish Warsaw Stock Exchange listed company (Gadu-Gadu is Poland's no.1 instant messaging service and leading social networking site). Our client has acquired 100% of the outstanding shares of Gadu-Gadu. The approximate size of the deal was PLN 450 million (EUR 112.5 million).
Novator: advised in the acquisition of a substantial block of shares in Netia S.A. and in particular in arranging a public tender for the acquisition of a block of its shares. The value of the transaction exceeded PLN 300 million (EUR 75 million).

Debt capital markets deals:

State Treasury of the Republic of Poland: US Shelf negotiations and preparation of documentation for the issuance of foreign currency bonds on the US market (including the preparation of the updated Shelf program and submission of the necessary registrations with the SEC). Value of the transaction: USD 3.5 billion.
BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Mitsubishi UFJ Securities International plc, Natixis, Société Générale and Citibank, N.A., London Branch: acted in connection with the issuance and offering of EUR 350 million 9.375% Senior Notes due 2016 by Faurecia S.A., one of the world’s largest automotive equipment suppliers.
TVN Group: advised JP Morgan and Nomura in a Eurobond issue made by TVN S.A., a major Polish private television company. Value of the transaction: EUR 400 million.
TVN Group: represented JP Morgan and Nomura in a secondary sale of a EUR 100 million Senior Notes due in 2017, issue made by TVN Finance Corporation II AB. The notes were senior obligations of the TVN Group and were ranked equally in right of payment with its existing and future unsecured senior debt.
TVN Group: represented JP Morgan, Nomura and Deutsche Bank acting as joint book-running managers in connection with a EUR 260 million secured Eurobond issue made by TVN SA, a major Polish private television company; and in the secondary sale of a EUR 175 mln Senior Notes issue made by TVN Finance Corporation III AB.
Katowicki Holding Węglowy S.A.: advised in connection with the issuance of PLN 50 million (EUR 12.5 million) bonds to be offered to the client’s subsidiaries (including negotiations, preparation of legal documentation and due diligence).
Katowicki Holding Węglowy S.A.: advised in connection with the issuance of PLN 900 million (EUR 225 million) bonds by Katowicki Holding Węglowy S.A. to be offered to various coal industry companies (including negotiations, preparation of legal documentation and due diligence review).

Prior to joining White & Case, Marcin Studniarek worked for BRE Bank S.A., where he was involved in new investment projects of the bank. Then, for over six years, he worked for the Warsaw office of Linklaters. For one year he was also the advisor to the Minister of Infrastructure.

He has completed a number of professional courses in assets and liabilities management, finance and capital markets, including investment advisor training.

The latest edition of Chambers Europe 2011, lists Mr. Studniarek among the leading Polish Capital Markets lawyers (Tier 2). Moreover, the latest edition of IFLR 1000 2012 recommends him as one of leading lawyers in capital markets and M&A fields.

	Marcin Studniarek
Download vCard Expertise Capital Markets Mergers & Acquisitions Awards White & Case Scores 22 Tier 1 and 97 Leading Lawyer Rankings from IFLR1000 2012	Partner Warsaw T: + 48 22 50 50 132 F: + 48 22 50 50 400 E: *Practice Experience* Marcin Studniarek focuses on commercial law, securities law and M&A transactions as well as corporate governance issues. He has advised foreign investors on various transactions regarding the purchase or the sale of large stakes in Polish companies. He has represented the State Treasury in negotiations with foreign investors. Among the projects he has worked on are the: Equity capital markets deals: Jastrzębska Spółka Węglowa: acting as company counsel in connection with the IPO of one of the major Polish coal mines on the WSE. The transaction consisted of the sale by Poland's State Treasury of shares representing a 33.1% stake in JSW worth PLN 5.37 billion (US$2 billion) by way of a public offering in Poland and an international offering to institutional investors outside Poland and the United States under Regulation S and to qualified institutional buyers in the United States under Rule 144A. The transaction was the largest privatisation and IPO in Poland in 2011, the fourth largest IPO in the history of the WSE, and the second largest European IPO in the first half of 2011. BRE Bank S.A.: represented Deutsche Bank as the underwriter’s legal counsel in the rights issue of BRE Bank. Value of the transaction: PLN 2 billion (EUR 500 million). Bank Millennium S.A.: represented HSBC as the underwriter’s legal counsel in the rights issue of Bank Millennium. Value of the transaction: PLN 1 billion (EUR 250 million). Morgan Stanley: acted as underwriter’s counsel in connection with the EUR 195 million sale of 16% Globe Trade Centre S.A. shares owned by Kardan N.V. which was completed by way of accelerated bookbuilt offering to institutional investors. The bookbuilding was managed by Morgan Stanley as the Lead Manager and IPOPEMA Securities, KBC Securities and UniCredit CAIB Poland as Co-Managers. Eureko: represented Eureko as the largest selling shareholder in the IPO of PZU S.A. on the WSE. Value of the transaction: PLN 8 billion (EUR 2 billion). Kulczyk Oil Ventures Inc.: acting as underwriters' counsel of HSBC Bank plc, Erste Bank AG and Bank Zachodni WBK S.A. in connection with the PLN 315 million (EUR 78.7 million) IPO on the WSE and listing of shares of Kulczyk Oil Ventures Inc., an international upstream oil and gas exploration company. Lubelski Węgiel “Bogdanka” S.A.: represented the client in the largest IPO on the WSE in the first half of 2009 with a value of over PLN 528 million (USD 156 million), also the first IPO of a Polish coal mine on the WSE. Agroton Public Limited: represented one of the largest agriculture producers in eastern Ukraine, and the lead managers (BZ WBK and Phoenix Capital) in connection with the PLN 150 million (EUR 38 million) IPO on the WSE. Industrial Milk Company S.A.: acting as transaction counsel in connection with the PLN 80.7 mln initial public offering (IPO) and Warsaw Stock Exchange listing of shares of Industrial Milk Company S.A., an agricultural business located in northern and central Ukraine. Ukrainian Agrarian Company (matter pending): acting as an underwriter’s counsel of three investment banks in connection with the IPO of a private equity’s portfolio company on the WSE. Ukrainian agrarian company (matter pending): Representing UniCredit acting as an underwriter in connection with the IPO and listing of the Ukrainian producer of margarine and fats on the WSE. Eureko B.V.: acted as exclusive transaction counsel in connection with the EUR 1 billion sale of 13% of PZU S.A. shares owned by Eureko B.V. which was completed by way of an accelerated bookbuilt offering to institutional investors. The bookbuilding was managed by Deutsche Bank AG, London Branch as the Lead Manager and the domestic Powszechna Kasa Oszczędności Bank Polski S.A. Oddział - Dom Maklerski PKO Banku Polskiego w Warszawie. The transaction constitutes Eureko B.V.'s final exit from PZU S.A., which ended the 10-year long dispute over the control of the biggest Polish insurer PZU S.A., which included a waiver of the biggest ever claim raised in a BIT arbitration. JP Morgan: represented JP Morgan acting as Sole Global Coordinator and Bookrunner in a few sales in the form of accelerated book-building of the ITI Group, of a total 11.7 mln ordinary shares of TVN S.A. representing 3.4% of TVN’s share capital. Value of the transaction: PLN 193 million (EUR 48.7 million). Tauron Polska Energia S.A.: represented Credit Suisse, ING, UniCredit and Espirito Santo as bookrunners in accelerated book-build transactions involving 11.9% of the shares of Tauron Polska Energia S.A. which were sold by the Polish Ministry of Treasury. Value of the transaction: PLN 1.3 bln (€325 mln). DZ Bank Polska: representing the client being a publicly listed bank in its offering and listing on the WSE (including due diligence review, preparation of the prospectus and other legal documentation). Value of the transaction: PLN 67 million (EUR 17 million). Public M&A deals: Eton Park Capital Management: represented a private equity fund on the public tender announced in July 2010, for 100 % of the outstanding shares of Ruch S.A., a Polish listed company being a leading Polish newspaper retailer. Value of the transaction would exceed: PLN 630 million (EUR 158 million). Sanofi-aventis: represented Sanofi-aventis (a leading global pharmaceutical company listed in Paris and NY) on the public tender announced on May 19, 2010, for 100% of the outstanding shares of Nepentes S.A., a Polish listed company that is a manufacturer of pharmaceuticals and dermocosmetics. This was one of the largest P2P deals this year on the Warsaw Stock Exchange in 2010. Value of the transaction would exceed: PLN 400 mln (EUR 100 million). EQT: represented a leading PE house on the acquisition of HTL-Strefa S.A., a Polish listed company being the world’s leading manufacturer of safety and personal lancets for capillary blood sampling (including negotiations, due diligence review, preparation of legal documentation, financing and client representation in the public tender). This was the largest P2P deal executed by a PE fund in the history of the Warsaw Stock Exchange. Value of the transaction: PLN 860 million (EUR 215 million). Lotos S.A.: represented the client (one of the biggest Polish oil companies) in its private offering of shares acquired by the Ministry of State treasury in exchange of in-kind contribution of Lotos Petrobaltic’s shares. Value of the transaction: PLN 365 million (EUR 91.2 million). MIH Allegro B.V.: advised in acquisition of all shares in Bankier.pl (major Polish banking web portal). Our services included in particular negotiations of the share purchase agreement with major shareholder of Bankier and assistance in connection with tender offer for the acquisition of Bankier shares. Value of the transaction: PLN 54 million (EUR 13.5 million). MIH Poland Holdings/ Naspers: represented MIH (a subsidiary of the South African company Naspers, a diversified media group with holdings in print media, TV and online media in many countries), in its successfully closed tender offer for the shares of Gadu-Gadu S.A., a Polish Warsaw Stock Exchange listed company (Gadu-Gadu is Poland's no.1 instant messaging service and leading social networking site). Our client has acquired 100% of the outstanding shares of Gadu-Gadu. The approximate size of the deal was PLN 450 million (EUR 112.5 million). Novator: advised in the acquisition of a substantial block of shares in Netia S.A. and in particular in arranging a public tender for the acquisition of a block of its shares. The value of the transaction exceeded PLN 300 million (EUR 75 million). Debt capital markets deals: State Treasury of the Republic of Poland: US Shelf negotiations and preparation of documentation for the issuance of foreign currency bonds on the US market (including the preparation of the updated Shelf program and submission of the necessary registrations with the SEC). Value of the transaction: USD 3.5 billion. BNP Paribas, Crédit Agricole Corporate and Investment Bank, HSBC Bank plc, Mitsubishi UFJ Securities International plc, Natixis, Société Générale and Citibank, N.A., London Branch: acted in connection with the issuance and offering of EUR 350 million 9.375% Senior Notes due 2016 by Faurecia S.A., one of the world’s largest automotive equipment suppliers. TVN Group: advised JP Morgan and Nomura in a Eurobond issue made by TVN S.A., a major Polish private television company. Value of the transaction: EUR 400 million. TVN Group: represented JP Morgan and Nomura in a secondary sale of a EUR 100 million Senior Notes due in 2017, issue made by TVN Finance Corporation II AB. The notes were senior obligations of the TVN Group and were ranked equally in right of payment with its existing and future unsecured senior debt. TVN Group: represented JP Morgan, Nomura and Deutsche Bank acting as joint book-running managers in connection with a EUR 260 million secured Eurobond issue made by TVN SA, a major Polish private television company; and in the secondary sale of a EUR 175 mln Senior Notes issue made by TVN Finance Corporation III AB. Katowicki Holding Węglowy S.A.: advised in connection with the issuance of PLN 50 million (EUR 12.5 million) bonds to be offered to the client’s subsidiaries (including negotiations, preparation of legal documentation and due diligence). Katowicki Holding Węglowy S.A.: advised in connection with the issuance of PLN 900 million (EUR 225 million) bonds by Katowicki Holding Węglowy S.A. to be offered to various coal industry companies (including negotiations, preparation of legal documentation and due diligence review). Prior to joining White & Case, Marcin Studniarek worked for BRE Bank S.A., where he was involved in new investment projects of the bank. Then, for over six years, he worked for the Warsaw office of Linklaters. For one year he was also the advisor to the Minister of Infrastructure. He has completed a number of professional courses in assets and liabilities management, finance and capital markets, including investment advisor training. The latest edition of Chambers Europe 2011, lists Mr. Studniarek among the leading Polish Capital Markets lawyers (Tier 2). Moreover, the latest edition of IFLR 1000 2012 recommends him as one of leading lawyers in capital markets and M&A fields. *Bars and Courts* Legal Advisor, Poland, 2008 *Education* LLM, Warsaw University, Faculty of Law, 2000 Master of Economics, Warsaw School of Economics, 1999 *Languages* Polish English Russian *Citizenship* Poland	News & Media White & Case Closes Faurecia High Yield Bond Issue Events White & Case is the Exclusive Lead Sponsor of the inaugural Euromoney conference: Acquisition & Leveraged Finance in CEE and Russia