SMM Legal handles a trailblazing spin-off of the Gdańsk refinery for Grupa LOTOS S.A.

On 02 November 2021, the Gdańsk refinery was finally transferred from Grupa LOTOS S.A. to its subsidiary, LOTOS Asfalt sp. z o.o. Throughout this extremely complex, more than a year-long project, a team of a dozen SMM Legal lawyers assisted Grupa LOTOS with all the project’s legal intricacies. The Partner responsible for the cooperation with the Client and other transaction-related advisors has been Mr. Marcin Czarnecki. The estimated transaction value exceeds PLN 4.8 billion.

The transaction makes part of the Client’s intra-group reorganisation and is one of the preparatory steps for the remedies requested by the European Commission to green light the merger of Grupa LOTOS and PKN Orlen S.A.

‘The spin-off of the Gdańsk refinery is, in my view, one of the most complex legal projects carried out in Poland this year’, says Prof. Maciej Mataczyński, our Managing Partner. ‘It’s also yet another precedent case in the energy sector successfully shepherded by our firm’, adds Prof. Mataczyński.

‘The biggest challenge that we have overcome was to transfer the refinery business while maintaining full operational continuity’, adds Marcin Czarnecki, project coordinator. ‘We have structured the transaction closing process in such a way so as to avoid any operating interruptions in the refinery, not even for a single day.

The fact that it took more than a year to lay the groundwork for the deal testifies to the complexity of the transaction. During that period, more than a dozen SMM Legal lawyers provided advisory on civil, commercial, regulatory and labour law.

Dedicated SMM Legal team

SMM Lawyers responsible for specific areas of legal support:

– Marlena Kruszyńska-Kośmicka, attorney-at-law, regulatory matters;

– Jan Stranz, PhD, attorney-at-law, corporate matters;

– Magdalena Michalska-Niewiadomska, attorney-at-law, IP/IT matters;

– Hanna Żuchowska-Stacha, attorney-at-law, contracts;

– Diana Krzyżanowska, advocate, real properties;

– Tomasz Lewandowski, PhD, advocate – labour law.

Our multidisciplinary team was managed by one of our Partners, Mr. Marcin Czarnecki. As the project leader, he also coordinated Client’s cooperation with Client’s reputed advisors from EY.

Key areas

What areas did our services involve?

  1. Handling the approval process for real property divisions. Our Firm monitored the process of updating data in public registers, sourced and analysed necessary documentation and was involved in developing the real property dossier. As a result, we have caused a transfer of more than a dozen properties within an organised part of an enterprise.
  1. Support in discovery and collection of administrative decisions necessary for the buyer to continue refinery operations. In this respect our Firm ensured that the administrative decisions (and licenses in particular) were appropriately limited or terminated and issued or extended, effective from the spin-off date.
  1. Review of thousands of contracts with affiliates and third parties.
  1. Identification of legal requirements regarding acquisition of necessary intellectual property rights, including know-how and rights to use IT systems.
  1. Coordination of legal solutions related to the transfer of nearly 1,000 jobs. On top of this, our Firm drafted documents to ensure company’s compliance with disclosure obligations with respect to employees and their organisations.
  1. Involvement in the development of the legal concept of the spin-off. On this basis, SMM Legal team prepared a package of internal corporate documentation need to contribute the Gdańsk refinery (as an organised part of an enterprise) as a contribution in-kind, including the draft resolution adopted by the General Meeting of Grupa LOTOS in October 2021, which approved this pivotal transaction.

‘Numbers speak for themselves: the transfer of property worth PLN 4.8 billion, 1,000 jobs, tens of real properties stretching hundreds of hectares, synchronisation of a dozen or so administrative decisions’, emphasizes the other Managing Partner at our Firm, Mr. Przemysław Maciak. ‘It is our strongly committed and  tight-knit team that ensures the courage and effectiveness needed to handle complex projects of this magnitude. My deep thanks and congratulations to all the lawyers involved in the project.’

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