Dewey & LeBoeuf has represented Spartan Capital Holdings, indirectly controlled by Zygmunt Solorz-Żak, in the PLN 18.1 billion (US$ 6.6 billion) acquisition of Polkomtel, Poland’s second-largest mobile network operator.
The transaction is Europe’s largest leveraged buyout (LBO) in three years, the largest acquisition ever made in Poland, one of the largest in the history of Central and Eastern European M&A and one of the largest European telecom sector buyouts in years. Dewey & LeBoeuf handled both the acquisition and the financing for this investment.
Dewey & LeBoeuf Warsaw Office Managing Partner Jarosław Grzesiak, who led the firm’s transaction team, commented: “This transaction is an historic milestone in Poland’s post-credit crunch economy. The acquisition is a response to the rising demand for bundled phone, internet data and TV services in Poland and demonstrates that the market is primed for major transactions again. As the leading firm for M&A and leveraged financing deals in Poland, we were delighted to represent Spartan Capital Holdings on the acquisition, following our role on a number of other major business transactions earlier this year.”
Polkomtel, the operator of the Plus brand, has about 14 million customers for voice and internet services and Zygmunt Solorz-Żak plans to use the acquisition to drive forward the development of Long Term Evolution (LTE) mobile technology in Poland. The deal attracted widespread interest from sector players and private equity funds, with Spartan Capital Holdings beating the offers submitted by shortlisted private equity company Apax Partners and Telenor, the Nordic region’s largest phone company.
The acquisition is subject to approval by the Polish Competition and Consumer Protection Office. It will be financed through a combination of equity provided by the investor alongside a debt financing package. The debt financing package has been arranged by a consortium of banks, co-ordinated by Crédit Agricole CIB and Deutsche Bank, and is fully underwritten by Crédit Agricole CIB, Deutsche Bank, The Royal Bank of Scotland Plc, Société Générale Corporate and Investment Banking and PKO Bank Polski S.A.
The current owners of Polkomtel include Poland’s largest power group, PGE Polska Grupa Energetyczna; oil refiner and petrochemical giant PKN Orlen; Poland’s leading copper concern KGHM Polska Miedź; the leading exporter of Polish coal Węglokoks; and mobile operator Vodafone.
Mr Solorz-Żak is the Chairman and founder of Cyfrowy Polsat, the largest digital broadcaster in Central and Eastern Europe. In April 2011, Cyfrowy Polsat acquired Telewizja Polsat for approximately €1 billion in the largest ever deal in Poland’s media sector. Dewey & LeBoeuf represented Cyfrowy Polsat on the transaction and also advised the firm on a PLN 3 billion LBO and revolving facility financing, followed by a high yield offering of €350 million 7 1⁄8% senior secured notes due 2018, issued in May 2011.
Dewey & LeBoeuf’s team of attorneys consisted of Jarosław Grzesiak, Andrzej Wysokiński, Daniel Kaczorowski, Michał Fereniec, Marek Kozaczuk, Magdalena Bachleda-Księdzularz and Agnieszka Szypura from the Warsaw office and Stephen Horvath, Bruce Johnston, Amanda Jennings, Frank Adams, James McNally, Nicky Maan, Michaela Schmiederova and Dawn Bilbe from the London office.
