At play in the fields of distress

Patrick Dziewolski has been hip-deep in financial distress since last fall, as the 38-year-old partner at Bredin Prat in Paris is representing clients affected by the current crisis in a variety of ways.

Last July, the independent directors of KKR Private Equity Investors LP tapped Dziewolski to negotiate an agreement to sell KPE to parent Kohlberg Kravis Roberts & Co. He advised longtime client Banque Fédérale des Banques Populaires in October when it struck a €17.5 billion ($24.4 billion) agreement to merge with rival French bank La Caisse Nationale des Caisses d'Epargne that's expected to close in July. As part of its bailout of French banks, the French state has invested €5 billion in the two lenders. And Dziewolski is counseling UC Rusal, the Russian aluminum processor, as it restructures $14 billion in debt that more than 50 international banks hold.

"He's a terrific lawyer who has great judgment in terms of being pragmatic and thoughtful," says Alan Klein, a partner at Simpson Thacher & Bartlett LLP who's representing KKR on the KPE deal. "He's got a great platform at Bredin, and he's developed high-­level relationships at some of the most important French commercial institutions. As a result, in the last couple of years, he's been involved in some of the most important French transactions, and he's been handling it with aplomb."

Born in 1970 to parents who emigrated from Poland in the 1960s, Dziewolski got degrees in business and tax law and U.S. and U.K. business law from the University of Paris Law School as well as an M.B.A. from the Ecole Supérieure des Sciences Economiques et Commerciales. While a student, he worked in a series of jobs for the clinical research division of the French subsidiary of U.S. pharmaceuticals company Abbott Laboratories.

Abbott offered Dziewolski a position in marketing and strategy when he finished his M.B.A., but he chose to become a lawyer rather than enter business or banking. "To be a good business lawyer, you need to like business, because if you don't like it, you don't understand it, and you don't give good advice," he says. And yet, he adds, "[t]he independence of being a lawyer gives you a latitude and freedom to give the advice you believe is best, even if it's not the advice the client wants to hear."

Dziewolski began as an associate at Bredin in 1997 and immediately started working with partner Didier Martin, then as now one of the leading corporate lawyers in Paris. At the time, the French government was privatizing many of the assets it had nationalized in previous decades, and Dziewolski worked with Martin on several of the deals, including the privatizations of Air France SA, Aérospatiale Matra SA and Crédit Lyonnais SA.

As the asset sales wound down, the French M&A market picked up, a change manifested in Dziewolski's workload. Since making partner at Bredin in 2002, he's worked on several major deals. He advised Crédit Agricole SA on its €16 billion merger with Crédit Lyonnais in 2003, and from 2006 to 2008 helped counsel Suez SA on its €90 billion combination with Gaz de France SA, a politically sensitive deal resolved only when President Nicolas Sarkozy gave it his blessing.

Suez CFO Gérard Lamarche was also one of KPE's independent directors and tapped Dziewolski for that assignment. KPE stock has plummeted from $13.90 per share the day the deal was announced to as low as $1.39, and the deal has been the subject of intense speculation. This spring, the parties extended the closing date to Aug. 31, from April 27. Dziewolski has also advised on other kinds of transactions. Dimitry Afanasiev, a name partner at Egorov, Puginsky, Afanasiev & Partners in Moscow and a Rusal board member, brought him in when Rusal was considering an initial public offering on Euronext and the Hong Kong Stock Exchange last year, and he has stayed on as falling metals prices and demand have challenged the Russian company.

Dziewolski responds with — as Klein says — aplomb when asked about dealmaking challenges in the last year: "In all major deals, you always have various factors of stress: structure, negotiation or timetable. The deals are very complex in the current environment, but they were complex before. What has changed are the reasons for the complexity."