Counsel

Michał Śmiechowski

Languages

Polish
English
French

Michał Śmiechowski is the head of the Debt Capital Markets Practice and a counsel in the Banking & Finance Department at CMS.

Michał has over 17 years of experience in debt capital markets transactions. He specialises in issues related to debt securities on the Polish and international capital markets, both for issuers and for banks or for other financial institutions organising debt securities issues. His experience covers financing for infrastructure projects such as airports, railways, trams, water supply and wastewater treatment systems, as well as for the oil and gas, energy, chemistry and heating sectors. Michał’s expertise also covers wind and photovoltaic farm financing in the form of project finance or quasi-project finance. He also advises clients on regulatory matters related to debt instruments and debt financing, derivatives and financial restructuring.

In 2012-2013, Michał was seconded to the EIB’s headquarters in Luxembourg, where he advised, inter alia, on financing granted to companies wholly or partially owned by the Polish State Treasury or local government authorities.

The international legal rankings Chambers Europe, Chambers Global and IFLR1000 recommend him as a leading lawyer in the debt capital markets field.

Before joining CMS in 2022, he gained experience at Gide Loyrette Nouel, Dentons and Clifford Chance.

Relevant experience

Grupa Azoty and certain of its subsidiaries on restructuring of their PLN 10bn existing financing with the club consisting of 13 international, Pan-European and Polish financing institutions, i.e. PKO Bank Polski S.A., BGK, ING Bank Śląski S.A., Santander Bank Polska S.A., Caixabank S.A. Oddział w Polsce, BNP Paribas Faktoring sp. z o.o., ING Commercial Finance Polska S.A., Pekao Faktoring sp. z o.o., BNP Paribas Bank Polska S.A., Santander Factoring sp. z o.o., Banco Santander S.A., Frankfurt Branch, EBRD and EIB.
Bank Gospodarstwa Krajowego on its debut JPY 93bn issuance of samurai bonds with a nominal amount of JPY 93bn on the Japanese market. The issue proceeds were used to help citizens of Ukraine in relation to the armed conflict in that country. The bonds are secured by a guarantee from the Polish State Treasury and a guarantee issued by the Japan Bank for International Cooperation and they were offered by a consortium of Daiwa Securities Capital Markets and Nomura.
Bank Pekao S.A. on a financing with a nominal value of PLN 180m extended to an SPV entity from the Respect Energy group with the purpose of refinancing the existing financial indebtedness and financing related to the acquisition of shares in two wind farm projects with total installed capacity of 50MW.
mBank on the establishment and subsequent amendments of its EUR 3bn EMTN programme, including the preparation of a prospectus and supplements to a prospectus, under which notes may be listed on the Luxembourg Stock Exchange or on any other stock exchange located in a European Union member state, including the possibility of simultaneous listings on a number of such stock exchanges. The EMTN programme allows mBank to issue notes, including green bonds and senior non-preferred notes, as long as they meet the eligibility criteria of MREL. The dealers for the EMTN programme were 8 pan-European banks. We also advised mBank on the placement of the first green bond issue in a senior non-preferred format for a total amount of EUR 500m.
The European Investment Bank on acquiring bonds worth PLN 2.5bn issued by the Polish Development Fund – Polski Fundusz Rozwoju; the bonds were acquired by the European Investment Bank and the issue proceeds from these bonds were designated for purposes specifically determined pursuant to the framework agreement concluded between PFR and the EIB.
Volkswagen Financial Services Polska on establishing a bond issue programme of up to PLN 5bn, under which the client is able to issue bonds in one series or more, with a corporate guarantee granted by another VW Group company.
KGHM Polska Miedź: advising the issuer on the establishment of a bond issue programme with a value of PLN 4bn and on an issue with a value of PLN 2bn; part of the first issuance was acquired by EBRD and the issue proceeds from such bonds were applied for the purposes specifically determined under the framework agreement concluded between KGHM and EBRD.
A bank consortium organised by a leading global investment bank in connection with a super senior secured financing in the form of a credit facility and a senior secured financing in the form of notes extended to certain companies belonging to a holding company operating in the automotive industry and other sectors.
Bank Pekao S.A. and Bank Gospodarstwa Krajowego on amending an existing bond issue programme established by Tramwaje Śląskie. The advice included increasing the maximum amount of the programme to PLN 764,400,000, and on issuing the first two series of bonds after the programme change, with a total value of PLN 268,400,000. The funds raised from the issuance were to be used to improve the quality of public transport and were to make a significant contribution to the sustainable socio-economic development of the region.
TAURON Polska Energia on one of the biggest bond issue programmes on the Polish market worth PLN 6.27bn, granted by a consortium of 10 Polish and foreign banks: CitiBank Handlowy, Bank of Tokyo-Mitsubishi UFJ (Holland), mBank, Bank of Tokyo-Mitsubishi UFJ (Polska), Bank Zachodni WBK (currently Santander Bank Polska), BGŻ BNP Paribas, Caixabank Oddział w Polsce, Industrial and Commercial Bank of China (Europe) Oddział w Polsce, ING Bank Śląski and PKO Bank Polski.
Haitong Bank and other bondholders on financings in the form of PLN 621m bank facilities and bonds jointly secured by way of parallel debt instruments established in an intercreditor agreement.
Credit Suisse on mezzanine financing in the form of mezzanine debt securities governed by English law.
A Polish member of a pharmaceutical corporation on amendments to its European EUR 750m securitisation programme.

Memberships & Roles

The Warsaw Bar Association of Advocates (2011)

Education

Faculty of Law at the University of Warsaw, summa cum laude (2007)
American Law Center organised at the University of Warsaw in cooperation with the University of Florida (2006)

Practice Areas

Banking & Finance

Insights

Global Reach