Andrzej Sutkowski

Local Partner, Warsaw



Andrzej Sutkowski is a commercial lawyer who focuses on securities law. He has worked on a range of capital markets transaction, including initial public offerings, the largest P2P and MTO transactions, bond issuance on Polish and international markets and securitization projects. Andrzej advised clients in connection with one of the first listings of a Polish company on NASDAQ. He has also worked on matters involving the issuance of depository receipts, IPOs and the creation of an employee pension fund.

Andrzej Sutkowski also worked on one of the first mergers of two Polish banks which were public companies and represented a consortium of banks and insurance companies in the acquisition of a large Polish bank. In addition, Andrzej advised a group of banks on a transaction involving the acquisition of shares of a Polish telecom operator by a foreign investor.

Andrzej began his professional career in a consulting company, where he advised the Ministry of Ownership Transformation in connection with the privatization of several of the largest state-owned enterprises. Afterwards, he worked for one of the leading international law firms in Warsaw.

Bars and Courts
Attorney-at-law, Warsaw Bar Association of Attorneys-at-Law
Master's Degree
Faculty of Law and Administration
University of Warsaw


Waterland Private Equity Investments B.V.: representation of Waterland Private Equity Investments B.V. in connection with the purchase of over 60% of the total  number of shares of the company Kredyt Inkaso S.A. from its current shareholders. The total sale price for all the shares of the company was approx. €46 mln (in the form of the share price and in the form of paying the company's debt).

Synthos S.A.: representation of Synthos S.A., one of the leading manufacturers of chemical raw materials in Central and Eastern Europe, in connection with the Reg S/Rule 144A issuance and sale of €350 million 4.000% Senior Notes due 2021 of Synthos Finance AB (publ.), a special purpose company of Synthos S.A.

Synthos S.A.: representation of Synthos S.A., one of the leading manufacturers of chemical raw materials in Central and Eastern Europe, in its €50,000,000 tap offering of its Senior Notes due 2021.

FTF Columbus: representation of FTF Columbus in connection with the sale of 41.55% of the shares of Echo Investment S.A. to Griffin Topco III, controlled by the Oaktree Capital Group (a shareholder of Griffin Real Estate), and LVS II Lux XX, controlled by a fund managed by the American investment company Pacific Investment Management Corporation (PIMCO). This is the largest merger transaction on the Polish real estate market in 2015.

Echo Investment S.A.: representation of Echo Investment S.A., Poland's leading real estate developer, in connection with the establishment of a PLN 200 million Polish bond program, being one of the first domestic public offerings in Poland aimed at a pool of individual investors.

Jastrzębska Spółka Węglowa: representation of the company as a 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 (€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.

Lubelski Węgiel "Bogdanka" S.A.: representation of the client in its IPO, the largest on the Warsaw Stock Exchange in first half of 2009 with a value over PLN 528 million (US$156 million), also it was a first IPO of a Polish coal mine on the Warsaw Stock Exchange.

Sanofi-Aventis: representation of Sanofi-Aventis (a leading global pharmaceutical company listed in Paris and NY) in the public tender announced on May 19, 2010, for 100% of the outstanding shares of Nepentes S.A., a Polish listed company being a manufacturer of pharmaceuticals and dermocosmetics. This was one of the largest P2P deals this year on the Warsaw Stock Exchange in 2010. Value: PLN 400 million (€100 million).

MIH Poland Holdings/ Naspers: representation of 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 (€112.5 million).

MIH Allegro B.V.: representation of the company in connection with the acquisition and subsequent sale of all shares in (major Polish banking web portal). 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 (€13.5 million).

Awards and Recognition

Andrzej has been mentioned in the Debt Capital Markets category in the latest edition of prestigious The Legal 500 EMEA ranking.