MFW Fiałek advised a private equity fund in the three-stage sale of shares in a portfolio company. The sale also involved a management buyout.

The sale transaction took place in three stages. The first stage involved the sale of a minority shareholding, the second stage was the sale of a majority shareholding, and in the third stage, which has just been completed, the remaining portion of the shares was sold.

Our advice

The M&A team’s advice included comprehensive support of the transaction structuring process, followed by drafting and negotiating the transaction documentation, the signing the documentation and closing the transaction. The transaction documentation included an investment and shareholders agreement, as well as agreements for the sale of shares in three phases.

In addition, the M&A team comprehensively assisted the seller in negotiating with the bank lending to the portfolio company the amendments to the security documents in connection with the pledge over the shares being sold to secure the credit agreement for that company.

The transaction team’s work was managed by Mirosław Fiałek – Partner. The team also included Wojciech Lichterowicz – Associate and Natalia Grzegorzewska – Junior Associate.

MFW Fiałek advised Tutore International Luxembourg S.à r.l. in the acquisition of exclusive control over Tutore Poland sp. z o.o.

Our advice

MFW Fiałek comprehensive legal advice in the transaction included the preparation and negotiation of transactional documents, including a preliminary share purchase agreement, a conditional share purchase agreement, and security agreements, such as a registered pledge agreement on shares and guarantee agreements. Additionally, law firm provided advice to the shareholders of Tutore International Luxembourg S.à r.l regarding the financing of the aforementioned transaction.

Parties of the transaction

Tutore International Luxembourg S.à r.l. is the entity that owns Tutore Poland, a modern online educational platform that brings together hundreds of teachers and thousands of students. Tutore Poland sp. z o.o. (formerly Music & More sp. z o.o.) commenced its educational activities in 2017. Initially, Tutore Poland sp. z o.o. conducted in-person classes in over 1000 locations throughout Poland. Following the outbreak of the pandemic in 2020, the company introduced a new business model – online education for children and adults. Today, it delivers innovative classes on a unique, proprietary platform.

MFW Fiałek advised minority shareholders of a company operating in the IT sector in connection with the execution of a minority shareholder’s option to sell a minority stake in the company as well as the execution of the earn-out.

Our advice

The firm’s advisory included work connected with transaction, including key issues related to

• negotiations with the strategic investor and its advisors,
• discussions with group of ten minority shareholders,
• support in agreeing the disputed financial and legal matters,
• coordination of work of group of financial and litigation advisors, and
• negotiations related to the share sale agreement for the acquisition of minority shares by minority shareholders to the strategic investor.

The transaction team included Mirosław Fiałek as Partner, Michał Karwacki as Counsel and Adrianna Kłoda-Szczesna as Junior Associate.

MFW Fiałek advised Ostendi Global, which owns the OstendiHR platform, and its partners in connection with an investment round to raise Smartlink Partners’ investment. With the funds acquired, the company aims to intensify its efforts in attracting international clients, particularly in the United States.

Our advice

MFW Fiałek’s services included the preparation and negotiation of comprehensive transaction documentation, including the investment agreement.

The transaction team’s work was led by Mariusz Domagała – Senior Associate. The team included: Mateusz Trzewik – Associate. The work of the team was supervised by Miroslaw Fialek – Partner.

Parties of the transaction

Ostendi Global is an HR software development company that provides clients with a modern and well-thought-out human resource management system. Their solutions are based on the latest technologies and a wide range of knowledge.

Smartlink Partners is a venture capital fund whose strength is combining the business competence of Poland’s largest entrepreneurs with the professionalism of experienced investors. Smartlink Partners invests in companies (including those in the deeptech and space tech industries) that are in a rapid growth phase, in projects that are also easy to scale abroad.

MFW Fiałek advised the shareholders of Premium Brands Spirits sp. z o.o., CBMAX Spirits sp. z o.o. and Premium Brands sp. z o.o. in concluding preliminary share purchase agreement regarding the sale of 80% of shares to an external investor – United Beverages.

Our advice

MFW Fiałek’s services included comprehensive advice on the transaction, including providing advice on the reorganization of the Dom Whisky Group, assistance in the due diligence process, preparation and negotiation of transaction documentation, and conducting the signing of the transaction.

The transaction team’s work was led by Mirosław Fiałek – Partner. The team included: Mariusz Domagała – Senior Associate, Mateusz Więckowski – Associate, Mateusz Trzewik – Associate, with the support of Natalia Grzegorzewska – Junior Associate, and Adrianna Kłoda-Szczesna – Junior Associate.

Parties of the transaction

The activities of Dom Whisky Group’s companies consist of retail and wholesale sales of alcoholic and non-alcoholic beverages conducted in specialized stationary stores and in the largest online spirits store – Dom Whisky.

We are delighted to announce that MFW Fiałek has been shortlisted for European Specialist Law Firm of The Year at this year’s of the prestigious The Lawyer European Awards edition.

Recognised as a benchmark of the highest quality in the European legal sector, The Lawyer European Awards ceremony will take place on 23 November 2023 at The JW Marriott Grosvenor House London.

We are very proud that our achievements and growth trajectory have not gone unnoticed by the judging panel. Congratulations are due to the entire team for this remarkable achievement!

The Lawyer European Awards was the first initiative of its kind to reward and celebrate excellence across the European legal market. The awards scheme attracts entries from over 120 independent law firms headquartered in Europe and global firms across the Continent. Each year The Lawyer European Awards showcase the impressive achievements of Europe’s finest within the legal industry.

Congratulations to all the other finalist – we look forward to the awards ceremony in London!

Full list of the shortlisted firms: The Lawyer European Awards 2023 shortlist

We are extremely pleased to share the fantastic news. Our law firm MFW Fiałek has once again been shortlisted as one of the recommended law firms by the IFLR1000 ranking.

⭐️Highly Regarded – Mirosław Fiałek
⭐️Tier 4 – M&A
⭐️Notable – Capital markets: Debt; Capital markets: Equity
 
We would like express our sincere appreciation to our clients, whose trust and support have played a key role in our success. Your satisfaction is our greatest reward.
 
We look forward to the challenges and opportunities that lie ahead and are committed to exceeding your expectations.

Many congratulations to the entire team – great job!

MFW Fiałek advised a company from the Milestone Real Estate Group on the acquisition of 100% shares in a project company that owns an investment real estate.

Our advice

Our comprehensive legal advice in the transaction included a due diligence of both the company and the real estate, including an analysis of the development project documentation. In addition, we drafted and negotiated the transaction documentation and provided assistance during the signing and the  closing of the transaction.

The transaction team led by Rafał Siemieniec – Associate Partner included Paweł Siwiec – Senior Associate and Natalia Grzegorzewska – Junior Associate.

Parties of the transaction

Milestone Real Estate is a developer with a wide portfolio of residential projects focused on the aspects of sustainable construction and selective choice of construction materials.

MFW Fiałek has been recognized as a leader among law firms in Poland in 3 categories: Commercial, Corporate, M&A, Private Equity, and Real Estate Law in the 21st edition of the Rzeczpospolita Law Firm Ranking!
 
We are proud to share that this year, we have the honour of announcing our accolades in the Rzeczpospolita Law Firm Ranking. We have received a total of 6 distinctions (in Division II – law firms with up to 50 lawyers) for our law firm and our partners:
 
Commercial, Corporate Law, Mergers and Acquisitions
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Private Equity
Leading Law Firm: MFW Fiałek
Leading Lawyer: Mirosław Fiałek
 
Real Estate
Leading Law Firm: MFW Fiałek
Leading Lawyer: Rafał Siemieniec
 
We’re thrilled to see our team’s dedication and hard work recognized, with Mirosław Fiałek leading the way.
 
Many thanks to our clients, members of the chapter, and our colleagues from other law firms for their recommendations and congratulations to all the awarded lawyers and law firms!