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 transactions, 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.

Bars and Courts
Poland, National Council of Legal Advisors
Master's Degree
Faculty of Law and Administration
University of Warsaw


State Treasury of the Republic of Poland, represented by the Minister of Finance: representation of the State Treasury of the Republic of Poland, represented by the Minister of Finance, on the issuance of 3-year panda bonds, denominated in the official currency of the People's Republic of China. The nominal value of the transaction amounted to RMB 3 billion (approx. PLN 1.8 billion).

Synthos S.A.: representation of Synthos S.A. on the issuance of €600 million seven-year bonds on the international markets. The bonds, which have a fixed interest rate of 2.5% and were issued under New York law, are listed on the Global Exchange Market Euronext in Dublin. We also advised Synthos on the renegotiation of revolving loan agreements of up to €500 million, the repayment of the existing term loan, the negotiations of an inter-creditor agreement and security documentation.

Synthos S.A.: representation of Synthos S.A., a chemical concern and a key player in the global synthetic rubber market, in connection with the acquisition of synthetic rubber operations based in Schkopau, Germany, from Trinseo, a global manufacturer of plastics and synthetic rubber, for nearly USD 450 million. As a result of the transaction, the Synthos group became one of the three largest players in the synthetic rubber industry in the world.

The State Treasury of the Republic of Poland: representation of the State Treasury of the Republic of Poland represented by the Minister of Finance in connection with the issue of five-year notes of €1.5 billion. Itis the second issue this year with a negative yield, i.e., -0.1%. It is also the first transaction in a country outside the euro zone or with a rating below AAA where it was possible to achieve a negative yield on the primary market with a specified maturity date for the notes. The issue was carried out under a euro mid-term note issue program (EMTN).

Echo Investment S.A.: advising on the establishment of four Echo Investment S.A. bonds issuance programmes with a total value of PLN 1.2 billion. (I programme – PLN 200 million, II programme – PLN 300 million, III programme – PLN 400 million, IV programme – PLN 300 million).

Ghelamco: representation of Ghelamco Invest in connection with the issuance of series PPP1 and PPP2 bonds, with an aggregate principal amount of PLN 110 million, under Ghelamco Invest's PLN 350 million VIII Bond Issuance Programme. The bonds were offered in a public offer and will be listed on the Catalyst market.

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.

Lubelski Węgiel "Bogdanka" S.A.: representation of the client in its IPO on the Warsaw Stock Exchange with a value over PLN 528 million (US$156 million). 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 for 100% of the outstanding shares of Nepentes S.A., a Polish listed company being a manufacturer of pharmaceuticals and dermocosmetics. Transaction value: PLN 400 million.

The State Treasury of the Republic of Poland: representation of the State Treasury of the Republic of Poland in connection with the update of its €60 billion Euro Medium Term Note Program.

Awards and Recognition

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