London Office. We offer significant advantages in managing complex cross-border issues and the demands of multiple legal and regulatory regimes.

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1 London Office Lawyers in Skadden s* London office advise on mergers and acquisitions, finance and international arbitration, and have extensive experience in tax, investment management, restructuring and corporate investigations. We advise on complex matters that require innovative solutions involving domestic U.K. and multijurisdictional work. Our fully integrated U.K., European and U.S. practice uniquely positions Skadden to counsel clients on cross-border European and global high-growth transactions. Our clients include major corporates, financial institutions and governments around the world. Skadden s global platform allows our lawyers in London to quickly marshal relevant experience across practices and offices as needed to address the most demanding instructions. More than two-thirds of our London partners are recommended as leaders in their field, according to Chambers UK, and the firm is highly regarded in each of its practice areas. Our international arbitration practice is ranked number one in both The Legal 500 UK and Chambers UK. The Financial Times ranked Skadden third in the area of Legal Expertise in its 2014 European Innovative Lawyers report. We are the only firm to rank in the top three for Legal Expertise in both 2013 and The firm also won M&A Deal of the Year at the 2013 IFLR Europe Awards and was named Dispute Resolution Team of the Year 2013 by Legal Business for the second successive year. Mergers and Acquisitions Skadden has one of the leading M&A practices in the world. For more than 20 years, we have developed a top mergers and acquisitions capability in Europe with a focus on complex, cross-border transactions. We have significant and unique experience in structuring and executing challenging transactions throughout our network of European offices. In London, we have an established first-tier capability in Takeover Code regulated transactions and have a fully established nonpublic and private equity transactions practice. We offer significant advantages in managing complex cross-border issues and the demands of multiple legal and regulatory regimes. We develop strategies for execution of our mandates drawing on the wealth of experience of a close knit and complementary group of U.S. and European practitioners to exploit practices and developments from the world of M&A, sensitive to the local environment in which the acquisition entities are established. We work closely with our client s financial and other advisors, whether lawyers or otherwise, in search of excellence and successful completion of the tasks to which we are assigned. Skadden s London M&A team was ranked in Tier 1 in the 2015 edition of IFLR1000. Skadden achieved the highest overall score of any firm for both originality and impact in corporate law in the Financial Times European Innovative Lawyers report for Private Equity Skadden advises private equity firms on the structuring and execution of large, cross-border and domestic private equity transactions, including the purchase and sale of portfolio companies. The firm combines leading transactional experience with sophisticated financing and tax techniques in relation to a range of matters, including leveraged buyouts, management buyouts and recapitalizations. The London office of Skadden handles a wide variety of private equity matters. *Skadden, Arps, Slate, Meagher & Flom (UK) LLP is a Limited Liability Partnership registered under the laws of the State of Delaware, USA, which is authorised and regulated by the Solicitors Regulation Authority of England and Wales under reference number Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

2 Capital Markets Skadden provides legal advice to corporate, governmental and investment banking clients on a variety of corporate finance transactions, including initial public offerings, high-yield financings, and other global equity and debt offerings. Our attorneys have played a key role assisting investment banks and others in developing hybrid securities and structuring financing transactions, including the first U.S. auction-preference share issuance by a non-u.s. issuer and the first U.S. hybrid Tier 1 securities issued by Italian and German banks. Banking The English banking group comprises experienced finance lawyers familiar with all aspects of leveraged and project finance. The group is regularly engaged in the development of new financing techniques as well as more traditional approaches. This ability to mix the new with the old is particularly useful where, as is often the case, a bespoke rather than standard solution is required by our clients. Tax Through a combination of the firm s tax lawyers resident in London, Frankfurt and Paris, and carefully chosen strategic alliances and contacts throughout Europe, Skadden offers tax advice across the range of corporate, funds and financing transactions. In addition to providing tax advice within particular jurisdictions, its lawyers have considerable experience in strategic tax planning and tax implementation issues associated with multijurisdictional, cross-border transactions. Skadden received the Corporate Tax award at the 2015 The Legal 500 UK Awards. Energy and Project Finance Centred in London and drawing on the experience of the firm s energy, corporate, banking and tax groups, the European energy practice provides comprehensive assistance on complex energy transactions. We represent clients in a broad array of energy matters, including petroleum exploration; production and infrastructure investments; utility and petro-chemical sector privatisations; large-scale power plant, pipeline and refinery developments; mergers, acquisitions and corporate financings involving energy companies; and non- or limited-recourse financings for capital-intensive energy projects. Insurance Skadden represents insurance and reinsurance companies and their financial advisors and underwriters in a wide variety of corporate transactions, including mergers and acquisitions, public and private financings, restructurings and reorganizations. The firm represents all parties purchasers, sellers and target companies and their boards of directors, as well as investment banking firms, financial advisors and financial sponsors in structuring acquisitions, disposals and mergers, joint ventures, asset transactions (including portfolio transfers, bulk deals and renewal rights deals) as well as distribution arrangements. Skadden also provides a broad range of regulatory advice to insurance and reinsurance companies, investment banks and other noninsurance companies entities. In the regulatory area, we routinely advise on insurance law issues, including authorisations, regulatory capital issues, securities issuances, investments, solvency, permissible activities and insurance products. We have assisted insurance sector clients in undertaking all types of corporate reorganizations and restructurings. Our team includes individuals who are recognised as leaders in the insurance field in directories such as Chambers UK and The Legal 500. International Arbitration & Litigation The European litigation and arbitration practice has its headquarters in our London office and works closely with Skadden s attorneys around the world. The European dispute resolution practice comprises English solicitors, solicitor-advocates and members of the Bar from a number of EU jurisdictions. Our London arbitration practice is ranked in the first tier for international arbitration by The Legal 500 and Chambers UK, which describes our international arbitration practice as phenomenal. Our European practice concentrates in complex cross-border disputes. Our lawyers are experienced in cases involving different systems of law, including international law. Recent contentious work conducted by our team in London has concerned disputes under French, English, Finnish, Swedish, German, Italian, New York, 2 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

3 Delaware, California, Philippine, Georgian, Russian and Israeli laws, among others. Our arbitration lawyers are able to handle the full range of arbitration advice, including appointing and challenging arbitrators, resolving jurisdiction issues, drafting arbitration agreements, pleading complex cases, liaising with arbitral institutions, undertaking advocacy at hearings and enforcing arbitration awards throughout the world. Our practice is to use small, focused teams of lawyers for each case and provide a streamlined and cost-efficient service. Unlike many English firms, we do not need to hire external barristers to act as advocates in international arbitration as we have the relevant experience within our arbitration practice. We also have solicitor-advocates with right of audience before the High Court of England and Wales. We have extensive experience in devising strategies for dealing with the complex jurisdictional and practical difficulties that can arise with parallel or related arbitrations and litigation, particularly where state parties are involved. We often work as co-counsel with other European firms and advisers, providing strategic advice, where required. The scope of our practice is broad. We act for sovereign states, banks, multinational companies and major institutions in the commercial, telecommunications, engineering, energy and financial services fields. We undertake multijurisdictional litigation and international arbitrations, including arbitrations under bilateral investment treaties, the ICC, LCIA, ICSID and UNCITRAL rules, and under the auspices of the other major international arbitral institutions. Corporate Investigations Skadden s London-based Corporate Investigations practice provides wide ranging advice and representation to corporations and individuals involved in cross-border regulatory investigations and disputes. The practice combines an on-the-ground presence in Europe with Skadden, Arps deep experience in government investigations, enforcement actions and internal investigations. The firm defends corporations, directors, officers and employees against allegations in various business contexts and at every stage of the investigation and enforcement process. We have resolved a number of complex parallel proceedings involving criminal, civil and administrative components in multiple jurisdictions, in a wide variety of subject areas, including: antitrust/competition bribery, corruption and the U.S. Foreign Corrupt Practices Act environmental violations and regulatory compliance employee fraud financial institution fraud government contracting/ procurement fraud and tender processes health care fraud and abuse money laundering and bank secrecy trade sanctions and export controls securities fraud Serious Fraud Office and Financial Services Authority investigations tax offenses Skadden, Arps also is retained frequently by corporate boards and board committees to conduct internal investigations into possible irregularities, including allegations of accounting and other improprieties raised by government enforcement agencies or whistleblowers. By conducting a prompt and thorough internal investigation, preferably before government intervention, or else prior to completion of the government s investigation, clients are better positioned to obtain a favorable outcome, including the possibility that the authorities decline to pursue the matter. 3 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

4 The firm regularly provides guidance on corporate issues, and advises clients regarding the establishment and implementation of business ethics compliance programs. We frequently provide counsel with respect to specific compliance concerns, including those related to anti-corruption/foreign Corrupt Practices Act issues, anti-money laundering issues, and trade sanctions and export control issues. Skadden was named Investigations Firm of the Year at the 2015 Who s Who Legal Awards for the second successive year and is ranked in Tier 1 for Corporate Investigations in The Legal 500 UK edition. In 2015, Skadden was named as having one of the top three practices worldwide in Global Investigations Review s inaugural GIR 30, a ranking of leading firms handling internal and government-led investigations. Corporate Restructuring Skadden represents buyers and sellers, borrowers and lenders, debtors and creditors, and financial advisors in the United States and Europe in a variety of international transactions involving financially troubled companies. These transactions include mergers, asset and stock sales, public and private debt and equity financings, and various types of corporate restructurings and business reorganisations. These cross-border transactions include both out-of-court and judicial restructurings. Our lawyers have participated in many of the most complex restructuring proceedings and transactions of the last decade and have been instrumental in the development of sophisticated, innovative strategies that also draw on the firm s rich background in mergers, acquisitions and corporate financing transactions. The firm also provides advice on insolvency and bankruptcy issues in corporate transactions and in connection with litigation-related matters. In 2008, the London team won both Insolvency Legal Firm of the Year and International Insolvency & Rescue Firm of the Year at the annual Credit Today Insolvency and Rescue Awards. Investment Management Skadden s Investment Management Group in Europe is a multidisciplinary and flexible team that is based in London and services a wide range of private capital and asset management clients, including: private equity fund houses hedge fund managers high-net-worth investors in-house asset management teams at financial institutions family offices SIVs, ABCPs and other shadow banks private trading companies sovereign investors Our core experience lies in the structuring, establishment and operation of a wide variety of pooled capital enterprises, such as general private equity funds, real estate funds, infrastructure funds, investment clubs and managed accounts. Our skills also include advising on corporate finance and bespoke capital raising, trading in secondary interests, distressed and recovery scenarios, manager seeding, inception and M&A, compensation structuring for employees and principals, ongoing regulatory and compliance advice, white collar crime issues, spin-outs and the implementation of tailored investment strategies. In particular, we specialise in the harmonisation of international fund, regulatory and tax objectives to deliver the optimal outcome for the client. Skadden has a historically strong presence in private capital raising. We were among the first major law firms to become involved in the growth of the hedge fund sector that occurred more than 20 years ago, and we have handled the establishment of numerous multistrategy investment management houses globally. We have acted on flotations of fund managers and regularly advise sovereign wealth entities. We form part of Skadden s global Investment Management Group, which has attorneys located in the New York, Chicago, Boston, São Paulo and Toronto offices. We also have a wide network of correspondent funds, regulatory and tax lawyers in all leading funds jurisdictions. European Union and International Competition Skadden s European Union (EU) and international competition practice includes four principal practice areas under EU and other non-u.s. antitrust laws: merger control, cartels, abuses of dominant positions and other antitrust issues (e.g., vertical licensing/distribution arrangements and state aid issues). We offer multinational clients highly integrated, proactive and cost-effective legal strategies that are customised to deal with the increasingly sophisticated and closely coordinated enforcement actions adopted by European and other non-u.s. antitrust authorities in both transactional and non-transactional matters. EU and international competition matters are primarily handled by the Brussels office. Accounting Skadden has worked with clients in or involved with the accounting and auditing profession for more than 25 years. We have an intimate understanding of the challenges accounting firms and individual accountants face from sea changes in the economy and the litigation that often follows, to flashpoints in certain sectors that may adversely affect their clients. Our accounting practice has provided integrated legal services relating to litigation and investigations, 4 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates

5 regulatory and compliance issues, global structuring, acquisitions and divestitures, financing, tax and general commercial matters to Deloitte LLP, Ernst & Young LLP, KPMG LLP and PricewaterhouseCoopers LLP, as well as midsize accounting firms. Mining We regularly represent major, mid-tier and junior mining companies around the world, as well as investment dealers and financial institutions that act as underwriters and advisers to mining companies. Skadden s diverse mining client base includes companies engaged in all segments of the mining industry, from exploration through development and production, smelting, refining and metal marketing, and includes companies with investments, projects and mineral properties in numerous jurisdictions, including the United States, Canada, Australia, Russia, South Africa and Western Africa, China, Bolivia, Brazil, Chile, Mexico, Peru, Europe and Indonesia. Labour and Employment Skadden s Labour and Employment practice in London advises businesses and senior executives on a wide range of employment matters. We frequently advise on employment issues that arise in corporate transactions, including post-merger integration, commercial risk and consultation requirements. Our attorneys also represent companies on cross-border employment issues as well as post-employment obligations relating to restructurings and reorganisations. We have extensive experience counseling on labour relations issues, including collective bargaining and industrial disputes, the introduction and implementation of workplace policies and contracts, U.K. employment laws, corporate governance, data privacy and business protection. Additionally, we counsel senior management on their individual contracts from start to finish. Tax Controversy and Investigations Skadden s U.K. Tax Controversy and Investigations practice combines the skills of experienced English-qualified tax practitioners and dispute resolution lawyers. The group provides its clients with tactical and technical advice to ensure that tax disputes and investigations are resolved as effectively as possible through various methods such as negotiation, expert determination or a hearing before the tribunals or the courts. The group also provides preventative advice allowing clients to ensure that their tax affairs are legally compliant, with a view to avoiding lengthy and costly disputes. Members of the group are named as leading U.K. tax controversy lawyers in International Tax Review s 2013 Tax Controversy Leaders Guide. Our lawyers act for a broad range of large corporates, funds, other financial institutions and high-net-worth individuals in dealing with the U.K. revenue authorities, particularly on high-value matters and those involving a U.S. or international element. The group is part of an international network providing an integrated approach with the firm s Tax Controversy and Litigation Group (which includes practitioners that have served in the highest federal tax policy and administrative positions) and tax controversy practitioners in its European offices. We also have extensive experience advising on cross-border tax disputes involving the IRS; headline risk in relation to areas such as transfer pricing or permanent establishment; case management for EU-related tax claims; major and complex commercial disputes between private sector parties; and issues in relation to proposed new international rules and new taxes, including the OECD s proposals on base erosion and profit shifting, and the financial transaction tax. Skadden also handles employment-related litigation, including contract disputes, and hearings before employment tribunals concerning unfair dismissal, discrimination, harassment and whistleblowing. 5 Skadden, Arps, Slate, Meagher & Flom LLP and Affiliates