Zdzisław Więckowski is a partner at White & Case. He heads the private equity practice in Warsaw. Mr. Więckowski is an American trained lawyer; he was a partner at a well-respected Boston law firm prior to coming to Poland in 1996. Mr. Więckowski represents clients in Poland and throughout Central Europe, primarily focusing on private equity transactions and mergers and acquisitions, as well as company and debt reorganizations.

Among his client representations are:

• International investor in its successful tender offer for the outstanding shares of one of the biggest Polish company listed on the Warsaw Stock Exchange and the second largest insurer in the Polish market. Transaction included squeeze-out (second on the Polish Stock Exchange). Value of the transaction exceed PLN 400 million;
• Private equity investments and joint venture agreements in a variety of industries such as financial services, food processing, hotel development, medical equipment, media & advertising, retail enterprises, clothing, telecommunications, building materials, and automotive
• Representation of a new entrant into the Polish telecom market, negotiating appropriate joint venture and financing documentation and executing the first telecom license transfer under the current telecom law from the original beneficiary to the joint venture company
• Representation of the private equity providers in their negotiations with a strategic investor and subsequent US$62 million acquisition of and investment in Poland’s largest electronic payment systems company, negotiating the transaction structure for use of debt and equity, industry related regulatory matters, shareholder agreements, company charter issues, put/call/tag-along rights, non-compete provisions
• Representation of a NYSE listed company in its tender offer for the shares of a Warsaw Stock Exchange listed company – transaction size approximately US$ 55 million. Representation included negotiating the exclusivity and lock-up agreements with the major shareholders, support agreement with the target, securities commission and anti-monopoly office filings and approvals, tender offer preparation
• Representation of private equity funds in the renegotiation and restructuring of their US$40 million convertible subordinated bond investment in a Polish company, particularly involving corporate governance issues, director responsibility and liability, and shareholder rights and obligations
• Loan transactions such as a US$75 million receivables factoring program, representing the bank, the factoring customer being a supplier of telecommunications equipment, and a US$150 million credit facility, representing the borrower - a telecommunications services provider
• The reorganization of troubled enterprises, such as assisting a company in the consumer services sector in forming a new joint venture for the purposes of purchasing an enterprise in bankruptcy by means of a court sanctioned sale including negotiations with the joint venture partner, the bankruptcy trustee and intellectual property licensing issues
• The representation of a materials technology company in its engagement of a Polish research institute in a multi-million dollar, long-term sponsored technology development research project. The issues involved included joint venture and corporate law questions, technology licensing and acquisition matters, equipment design, procurement, engineering and service issues, cross border leasing, and various tax-related matters and other commercialization issues
• Representation of a private equity fund in the provision of subordinated convertible debt of US$7 million to a telecommunications enterprise doing business in Poland through an offshore holding company
• The representation of a private equity fund in its negotiations with the lending bank group and its minority shareholders over the terms of an additional capital infusion through the issuance of convertible redeemable preferred shares and conversion of debt to equity as a means of dealing with dilution issues faced by a later stage follow-on investment (including issues relating to priority of dividends, cumulative dividend rights, voting preferences and redemption premiums)
• The representation of a strategic investor in the acquisition of a financially distressed state-owned company in the aerospace sector including structuring the transaction and negotiations with creditors for the purpose of achieving a reorganization of debt to an acceptable level (including negotiating lien and encumbrance releases, work-force succession and reduction issues, sale and leaseback of manufacturing plant.

He has advised private equity funds as to various investments in Central Europe, such as investments in the Balkans in the outdoor advertising business as part of a roll-up exercise, and subsequent partial exit, and in Slovakia in partnership with a strategic investor with respect to the acquisition of a mobile telephone company.  In Russia, Mr. Więckowski has worked on major international debt reorganizations, including representing a Russian financial institution as debtor in its renegotiation of US$1.4 billion in aggregate claims (Eurobond debt, bank debt, domestic and international claims, issues relating to classification of claims, alternative recovery elections deferred payment/kicker provisions) and additional equity infusion to effect its reorganization.

Mr. Więckowski has extensive experience in the reorganization of troubled projects, as well as related creditor rights and bankruptcy proceedings. He has represented clients in the financing, acquisition and/or reorganization of a number of troubled businesses including a public energy utility, a major railway system, computer/software companies, a biotechnology enterprise, a real estate investment trust, a major retail chain, a regional sports stadium, a multi-site chronic care provider and a major banking institution.

He has also represented clients in arbitration matters such as a dispute between the borrower and the lender involving lender liability issues relating to a US$120 million bond issuance and a dispute between the equity investors, on the one hand, and majority shareholders over corporate governance issues and shareholder agreement violations.

The latest edition of the report "Chambers Europe 2007 - CEE" lists Mr. Zdzisław Więckowski among the leading Polish lawyers in the area of private equity. According to the publication: "Mr Więckowski's clients particularly appreciate his ability to find suitable solutions. He knows what's important to the client and can be very creative."

The latest edition of the prestigious report "PLC Which Lawyer? 2007" lists Mr. Zdzisław Więckowski for the 3rd year in a row among the leading Polish lawyers in the area of private equity and venture capital.