Restructuring

At Mrowiec Fiałek and Partners, we offer advisory services in the field of restructuring and optimisation of operations and in the field of judicial bankruptcy and restructuring procedures, in particular in the event of deteriorating market conditions, difficulties meeting obligations, and the threat of insolvency.

We understand how important it is to react quickly and effectively in the face of dynamic changes in a business’s financial situation.

Our team has many years of experience in advising clients on restructuring and optimisation projects implemented for both whole capital groups and individual entities, including family companies. We provide services in this area to companies undergoing restructuring, and to creditors, debtors, investors, and asset managers, as well as banks and other financial institutions.

Our advisory services include support at every stage of the restructuring process, from preparing assumptions and concepts, to the structure of the planned restructuring or optimisation process, to implementation. We also conduct the necessary registrations with competent courts and registers as well as the relevant court proceedings.

We specialise in corporate and property restructuring, as well as debt restructuring, including bond debt.

We also advise clients on new types of restructuring procedures introduced in Poland in connection with the COVID-19 pandemic.

As part of restructuring, we advise clients on issues including:

  • choosing and developing the structure for the optimal form of restructuring;
  • mergers and acquisitions, divisions, transformations, and other forms of reorganisation of commercial companies, civil law partnerships, and sole proprietorships;
  • share deal and asset deal transactions;
  • the process of acquiring an investor and obtaining credit and bond financing for entities undergoing restructuring and restructuring of existing financing;
  • advising investors when making investments as part of restructuring processes, including preparing and negotiating investment agreements as well as partners’ and shareholders’ agreements.
  • issuing new shares and stocks to recapitalise the company;
  • conducting due diligence in connection with the planned acquisition of rights and obligations in a partnership or shares or stocks in a capital company or enterprise; before making a decision to merge, divide, or transform business entities or a decision on capital investment;
  • analysing problems regarding the succession of rights and obligations, the succession of permits, concessions, and reliefs, employee rights and obligations, responsibly for liabilities, and the impact of the planned restructuring on contractual obligations;
  • post-restructuring activities.

In addition, we often advise clients on the processes of obtaining financing and debt restructuring, with particular regard to:

  • the process for debt restructuring, including bank debt;
  • legal services for companies issuing bonds (issuers), entities purchasing bonds (bondholders), and investment companies servicing bond issues;
  • advice on preparing and conducting bond issues, representing clients before the Central Securities Depository and the Polish Financial Supervision Authority, and supervising the performance of the obligations specified in the terms and conditions of issue;
  • administration of collateral, including collateral established as part of a bond issue; we have experience in administering various types of collateral, including in particular sureties, pledges, mortgages, and collateral assignments, as well as declarations of submission to enforcement;
  • debt restructuring and changes to bond issuers’ terms and conditions of issue (establishing or increasing collateral, deferring repayment, changing repayment rules, increasing bond debt after arranging repayment);
  • establishing and administering collateral for bonds originally issued in unsecured form as a result of the deterioration of the issuers’ financial situation and bondholder requests to establish collateral;
  • changes in the terms of bond issue as part of talks with creditors (bondholders), including adjusting the content of the terms of bond issue to the prepared arrangement proposals (in arrangement proceedings).

As part of our legal consultancy on restructuring, we also provide services in the following areas:

  • employment restructuring, including as part of individual and group layoffs, changing forms of employment, transferring employees to another employer, outsourcing employees;
  • outsourcing, including in the preparation and negotiation of outsourcing contracts, legal safeguards for the outsourcer’s interests and position, with particular regard to disclosed confidential information and the processing of personal data;
  • negotiating, concluding, terminating, and properly securing the performance of agreements concluded with entities undergoing restructuring;
  • advising members of the corporate bodies of companies undergoing restructuring or threatened with insolvency, with particular regard to their liability for any actions taken;
  • advice on establishing collateral in concluded contracts, protecting clients and contractors against the effects of insolvency;
  • court restructuring, including representing both debtors and creditors in all restructuring proceedings, including recovery proceedings;
  • submitting claims in bankruptcy proceedings and representing creditors in bankruptcy proceedings;
  • representing creditors in arrangement proceedings (advice on concluding an arrangement, representation at a creditors’ meeting).

Completed projects

  • Work Service S.A.

    Advice on acquiring a strategic investor and concluding a conditional investment agreement with Gi INTERNATIONAL S.R.L., including preparing the transaction structure, conducting negotiations, and preparing and signing a conditional investment agreement. Pursuant to the investment agreement, the Investor will provide the company with financing in the amount of PLN 210.2 million.

  • Alvo sp. z o.o. sp.k.

    Advice on obtaining financing from the BHM Group, a Czech fund. We advised Alvo on developing the transaction structure, including the collateral structure, preparing complete transaction documentation, including the investment agreement, the loan agreement, and a number of executive agreements, and the process of negotiating and closing the transaction. 

  • Grupa Nowy Szpital Holding S.A.

    Advice on debt restructuring and amending the terms and conditions of a bond issue.

  • Nowa Era sp. z o.o.

    Advice on the intra-group restructuring of the Sanoma group in Poland. The advisory services covered conducting the division by separating one of the companies from the group, i.e., Young Digital Poland S.A., which was acquired by Nowa Era sp. z o.o., which took over an organised part of its enterprise. 

  • Empik Media & Fashion S.A.

    Advice on the restructuring of subsidiaries located in Cyprus, Russia, and Ukraine.

  • TXM S.A.

    Advice on restructuring within the scope of amending the terms and conditions of issue of convertible bonds and adapting the terms and conditions thereof to the agreed arrangement proposals in an accelerated arrangement procedure, which was intended to enable to convertible bonds to continue to function in circulation after the conclusion of the arrangement.

  • Home Invest sp. z o.o.

    Advice on obtaining financing for the acquisition of several properties located in central and eastern Warsaw.

  • Xcity Investment sp. z o.o. (PKP S.A. capital group)

    Advice on obtaining financing with the use of a closed-end investment fund vehicle to develop land for the construction of a service and retail property in Warsaw.

  • Unified Factory

    Advice on an attempt to support arrangement proceedings by obtaining investment from a financial investor for company listed on the capital market, against which arrangement proceedings were initiated.

  • Company in the healthcare sector

    Advice on the restructuring of existing financing, negotiations with a creditor, as well as acquiring an investor to maintain and develop the business. The consultancy covered the development of a financing structure in the form of mezzanine financing, including preparation and negotiation of an investment agreement, along with corporate governance principles and principles of conducting further investment stages, a loan agreement and a complex transaction security structure, enabling, inter alia, conversion of the obtained financing into capital.

Practices
  1. 01. Mergers and acquisitions
  2. 02. Private equity, venture capital
  3. 03. Acquiring an investor
  4. 04. Share offers
  5. 05. Bond issues
  6. 06. Due diligence
  7. 07. Restructuring
  8. 08. Real estate
  9. 09. Collateral administration
  10. 10. Investment funds
  11. 11. Acquisitions, capital market transactions
  12. 12. Regulatory advice
  13. 13. Dispute resolution
  14. 14. Obtaining financing
  15. 15. Corporate law
  16. 16. Competition law
  17. 17. Manager option programs
  18. 18. Labour law
  19. 19. Intellectual property
  20. 20. Personal data protection