The Sendero team once again advised an international capital group on a EUR 500,000,000 syndicated financing transaction for the German parent company in the group.

The financing was provided by a syndicate of banks and financial institutions on the basis of documentation governed by German law. The current phase of the project included, among other things, an increase in the available financing amount and the introduction of a number of changes to the existing loan documentation, adapting it to the current business needs of the group.

Sendero’s role

Sendero acted as local counsel in the field of Polish law, responsible for the comprehensive protection of the interests of both the parent company and the Polish subsidiary, in particular in the area of:

  • establishing and modifying security for the loan on the shares and assets of the Polish company,
  • ensuring the effectiveness and enforceability of the security in accordance with Polish law,
  • analyzing the legal risks associated with cross-border financing,
  • coordinating aspects of Polish law with the financing documentation governed by German law.

Key legal risks of the project

From the client’s perspective, the transaction involved significant risks, in particular:

  • the risk of ineffectiveness or limited enforceability of collateral established on the shares and assets of the Polish company in a financing structure subject to foreign law,
  • the risk of conflict between Polish and German law, especially in the area of corporate benefits, restrictions on the establishment of security interests and rules of representation,
  • operational risk resulting from the long-term nature of the financing and the need for multiple changes to the loan documentation,
  • business risk on the part of the group’s management boards related to the responsibility for the proper implementation of security interests and fulfillment of the financing conditions.

Benefits for the client

Thanks to Sendero’s support, the client obtained, in particular:

  • a secure increase in financing to EUR 500 million while maintaining full control over legal risks in Poland,
  • effective and market-acceptable collateral, in line with both the expectations of the financing institutions and the interests of the group companies,
  • continuity and predictability of advice, resulting from our participation in the project since its inception several years ago,
  • real strategic support for management boards and finance departments, based on a thorough understanding of the group’s structure and financing history.

Long-term cooperation

It is worth noting that Sendero has been involved in this project from the very beginning, i.e., since the launch of the first financing several years ago. We advised the client at subsequent stages of the financing structure’s development and are also participating in the current version of the transaction.

Our long-term involvement allows us not only to efficiently carry out subsequent modifications to the documentation, but also to actively support the client at the strategic level, with a full understanding of the business needs and expectations of the financing institutions.