Global Receivables Finance

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1 Fact Sheet Global Receivables Finance Banking & Finance is a founding practice of the firm and remains one of our signature strengths. Drawing on decades of experience, Mayer Brown offers a leading global receivables finance platform. Global Banking & Finance Our global Banking & Finance practice represents finance companies, fixed-incomeincome funds, mezzanine investors, hedge funds, financial service boutiques and other financial institutions and investors, as well as a large number of borrowers operating in many different businesses and industries. With more than 200 banking and finance lawyers across the Americas, Asia, and Europe, our strength is based on our global platform and our balanced and integrated practice, which encompasses all the focused skill sets that our clients demand from crossborder acquisition finance and international capital markets work to project finance, structured finance and derivatives. Chambers & Partners has described the firm as a banking powerhouse for its sheer manpower and global coverage and we are regularly ranked in the key league tables for legal representations in both leveraged finance and securitization transactions. As financial institutions become one-stop shops, and transactions increasingly combine a broader range of products, including securitization and derivatives, the number of law firms with the resources to meet all of these requirements is declining. Mayer Brown is one of the few that has both the breadth of offering and the international platform to service these needs particularly when markets are volatile and deal structures can change overnight.

2 Trade Receivables Securitization Mayer Brown has been a leader in the creation and expansion of the global trade receivables securitization market. With one of the strongest securitization teams in the United States, Europe and Asia, we are regularly engaged on major projects in jurisdictions across the globe. Additionally, we have a well-established trade receivables practice in emerging markets such as Latin America, Central and Eastern Europe, Russia, the Commonwealth of Independent States and Turkey, and we have completed multijurisdictional trade receivables purchase facilities involving receivables originating in Poland, the Czech Republic, Hungary, Mexico, Brazil and China. Mayer Brown has been at the forefront in adapting traditional securitization true-sale technology to other hybrid receivables purchase structures, including asset-based lending structures incorporating trade receivables securitization facilities and securitization-lite structures. Mayer Brown has also advised on many trade receivables transactions that have received off-balance sheet treatment under FASB 166/167. The firm has been a leader in developing both the deferred purchase price and the recourse pool structures that have been developed in this context. The firm has also been a leader in structuring trade receivables transactions funded with cash or through the issuance of letters of credit. Finally, we have extensive experience with the current regulatory environment and its effect on trade receivables transactions including Rule 17g-5 under the Securities Exchange Act of 1934 and the Dodd- Frank Wall Street Reform and Consumer Protection Act (including the Orderly Liquidation Authority, new reporting requirements and the risk-retention rules). A few of our notable trade receivable securitization engagements include representing: A major global bank in relation to a facility for the purchase of trade receivables originated by certain group companies of a leading technology manufacturing company in a number of European jurisdictions and Malaysia. The structure accommodates the securitization of receivables originated by group subsidiaries in France, Hungary, Malaysia, Poland and Scotland. This transaction is not only structured as a European-style true-sale transaction, but also complies with the requirements of the US GAAP true-sale analysis and involves bankruptcy-remote special-purposes entities in Ireland, the Netherlands and the Malaysian offshore financial centre, Labuan. This was the first revolving securitization structure of its kind to receive a foreign exchange license by the Malaysia central bank, Bank Negara. It was also one of the first securitizations to be structured in the emerging markets of Hungary and Poland, despite the absence of specific securitization enabling legislation in those jurisdictions. A diversified global manufacturing company and its diversified global financial services subsidiary in two separate securitizations through a syndicate of banks and bankadministered commercial paper conduits of more than $3 billion of trade receivables originated by more than 40 group businesses. Dow Chemical Company and certain of its subsidiaries in the structuring and restructuring of a 500 million trade receivables securitization program involving eight European countries and a separate $1.1 billion two-tier conduit trade receivables securitization with a deferred purchase price structure. 2 Global Receivables Finance

3 A major global bank in dozens of on- and offbalance sheet trade receivables securitizations, including the following: A $320 million securitization of trade receivables for a major television and motion picture distribution company. A $1 billion syndicated trade receivables securitization for a major oil exploration, production and refining company. This transaction was designed so that the funding for the originator could be in the form of either cash or trade letters of credit. A $1.3 billion securitization of trade receivables for a leading telecommunications company that received off-balance sheet treatment under FASB 166/167 utilizing the deferred purchase price structure. A $300 million trade receivables securitization for one of the largest US suppliers of consumable dental products, equipment and software. This transaction also utilized the deferred purchase price structure to achieve off-balance sheet treatment under FASB 166/167. A $700 million syndicated trade receivables securitization for an established leader in the worldwide electronics market. A $175 million securitization of receivables arising out of automotive leases and the provision of related services. A $200 million securitization of accounts receivable and interchange payments for a large railroad company. A major global bank in a $500 million trade receivables securitization for more than 25 subsidiaries of the Tribune Company in conjunction with the Tribune Company s DIP financing. This transaction was awarded the 2009 Americas Structured Finance Deal of the Year by International Financing Review. The New York branch of a German Landesbank in multiple transactions involving the securitization of German trade receivables. A Dutch financial institution and its conduit in multiple transactions involving the securitization of German trade receivables. Non-Recourse and Limited Recourse Receivables Purchase Utilizing both our world-class trade receivables securitization practice and our extensive experience in asset-based lending, Mayer Brown has developed a robust non-recourse/limited recourse receivables purchase practice offering. Mayer Brown regularly advises clients on some of the most complex transactions involving traditional factoring, invoice discounting, forfaiting and other similar products. Often we have assisted clients in implementing a receivables purchase solution alongside a borrower s more traditional loan facility or receivables securitization to monetize excess customer concentrations. We have particular experience advising on the structuring, documentation and implementation of newly created programs around the world. A few of our notable receivables purchase engagements include representing: Several major global banks in designing and/or streamlining market-appropriate documentation for use in various receivables purchase-based product offerings. A major global bank in a $400 million receivables purchase facility for a global manufacturing company. A diversified global manufacturing company in monetizing accounts receivable subject to excess concentration limits in its existing trade receivables securitization program. MAYER BROWN 3

4 A diversified global financial services company in monetizing large volumes of accounts receivable originated by its affiliated operating businesses. The French finance arm of a global diversified industrial group, in the structuring of several non-recourse or limited recourse factoring facilities, including the following: An 80 million non-recourse and offbalance sheet factoring facility to the French, German and Swiss members of the Constellium Group. A 60 million limited recourse factoring facility to members of the Vita Group in eight jurisdictions. A 30 million limited recourse factoring facility to members of the Dubag/ VitaSheet Group in three jurisdictions. A 60 million non-recourse and offbalance sheet factoring facility to a French tile manufacturer. The UK and French finance arms of a global diversified industrial group in the structuring of combined invoice discounting and factoring facilities to European members of the Linpac Group. A major global bank in a $285 million receivables purchase facility for a global chemicals company. A major global bank in a $500 million receivables purchase facility for a global manufacturer of display technology. A major global bank in a $100 million receivables purchase facility for a global fuel distribution company. A major global bank in the structuring of a 600 million factoring facility for the French, Spanish and Portuguese members of an international computer group. Cemex France and Cemex England in a 600 million receivables purchase facility arranged by a Dutch financial institution. A global metals company in a 90 million pan-european receivables purchase facility arranged by a Dutch financial institution. A leading German factoring bank in connection with the non-recourse factoring of pan-european trade receivables pools. Supply Chain Finance Our firm has extensive experience working on supply chain finance issues. Working together, lawyers from the firm s Banking & Finance, Intellectual Property and Tax practices, among others, assist clients with the complex banking, security, regulatory, IP, accounting and tax issues associated with the cross-jurisdictional nature of a multinational company s supply chain. We have experience working with the electronic web-based supply chain finance programs offered by banks and third-party providers that are frequently used by major companies to organize their vendor payment process, and we are fluent in the related program documentation and financing arrangements. This experience gives us the insight to solve the issues relevant to a supply chain finance transaction, including: True sale and perfection issues including rights of setoff On/off-balance sheet treatment Data protection and integrity issues Licensing and approval issues Cross-border tax issues, including withholding, VAT and other transfer taxes and permanent establishment issues Electronic signature and related issues 4 Global Receivables Finance

5 A few of our notable supply chain engagements include representing: CEMEX in a cross-border supply chain program for its suppliers. We evaluated proposals from four platform operators, and assisted CEMEX in the development of receivables purchase, technology and other contracts to be used by the parties. A major global bank in a cross-border supply chain program in which we, on behalf of our client, negotiated technology and receivables purchase contract forms with reference to local law requirements in other jurisdictions. A multilateral financial institution in a multijurisdiction, cross-border supply chain finance program with emphasis on developing countries without extensive supply chains or vendor liquidity. The program includes multiple web-based vendor platforms and has involved consideration of receivables in Brazil, Bangladesh, Pakistan, India, Vietnam, Turkey, China, Indonesia, Sri Lanka, Cambodia, Jordan, Egypt and Mexico. A leading insurance company in negotiating the first transaction in which a major regulated American insurance company will be permitted to participate, as investor, in the supply chain finance market. A major global bank in documenting and supporting a large supply chain finance program for the suppliers of a large multinational manufacturing company. Trade Finance Our firm is experienced with all manner of trade finance matters, including the structuring of sophisticated structured trade finance transactions, documentation issues (including letters of credit and bank guarantees), issues arising out of the UCP (and related codes), syndication of letters of credit (direct and by way of subparticipation), preexport facilities and buyer and supplier credits. We have particular experience working on structured/multisourced financings that are supported by export credit agencies, multilateral agencies and vendor financiers. We have extensive experience in large-scale financings involving a range of credit agencies, including multilaterals (EBRD, IDB and IFC), bilaterals (CDC, KfW, MITI/NEXI and OPIC), ECAs (COFACE, UK Export Finance (formerly ECGD), EDC, EKN, Hermes, IFTRIC, JBIC/JEXIM, KEXIM and US Ex-Im Bank) and PRI providers (such as MIGA). Mayer Brown has acted in more than 100 transactions where we have either directly represented, or been involved in a transaction supported by, official agencies. Mayer Brown has been a leader in the creation and expansion of the global trade receivables structured finance market. With one of the strongest structured finance teams in both Europe, the Americas and Asia, we are regularly engaged on major projects in jurisdictions across the globe. A few of our notable trade finance engagements include representing: Banco WestLB do Brasil SA and Banco Santander do Brasil S.A., as the lead arrangers, on a $470 million pre-export financing for Bahia Specialty Cellulose S.A. Trade & Forfaiting Review named this transaction Deal of the Year 2010 for its innovative structure, which combined both pre-export financing and project-financing features. A major global bank, as the lead arranger, on a $150 million pre-export financing for Paranapanema S.A., a Brazilian producer and exporter of copper products. Glencore International AG, Natexis Populaires and a major global bank in relation to a $233 million pre-export oil bridge facility made to the Republic of Congo. The facility was MAYER BROWN 5

6 guaranteed by the Republic of Congo Ministry of Finance. A major global bank in connection with its biannual review of the bank s standard form trade finance documentation. A Swiss bank in connection with the creation of the bank s standard form trade finance documentation. Asset Based Receivables Lending Mayer Brown has one of the leading international law practices in asset-based lending (ABL). We are one of the few law firms that genuinely offers a focused and experienced global ABL team with lawyers located throughout the United States, the United Kingdom, continental Europe and Asia. Our experience across jurisdictions has given us an understanding of the issues surrounding the granting, perfection and enforcement of security interests in the key jurisdictions where ABL lenders operate. We provide true start-to-finish ABL capability from inception through any workout and, in conjunction with our bankruptcy practice, through any reorganization, liquidation or secured party disposition. Members of our team are active participants in the Commercial Finance Association, the Asset-Based Finance Association and other similar bodies. We have particular experience with respect to: Borrowing base evaluations and structuring Fraudulent conveyance/financial assistance risk mitigation Complex intercreditor arrangements, including split collateral pools and multi-lien structures Collateral trust and sales agency structures Debtor-in-possession, post-petition financings, secured party sales and alternate exit mechanisms A few of our notable ABL matters include representing: A major global bank as agent in a $400 million syndicated revolving ABL credit facility for the Belden Group. A major global bank as agent in a $750 million syndicated revolving ABL credit facility for the Jefferies Bache Group. A major global bank as agent in a 200 million syndicated revolving ABL credit facility for the Univar Group. A major Canadian bank in a $350 million receivables-only ABL facility. A US super-regional bank as agent in a $100 million syndicated revolving ABL credit facility for a metals group. A global metals company in the renewal of a $500 million syndicated revolving ABL facility involving the Luxembourg, Belgian, French, German and Brazilian members of the group. Full-Service Capabilities Our global Banking & Finance practice draws upon a broad spectrum of sector-specific teams across a breadth of disciplines. TAX Our Tax practice covers every aspect of corporate, partnership and individual taxation in the Americas, Asia and Europe, including taxation of cross-border transactions and state and local issues. Work handled by this group includes transactions, consulting and planning, audits, administrative appeals and litigation, transfer pricing and government relations. We are consistently ranked in the top tier by both Legal 500 US and Chambers USA and our lawyers are routinely recognized as leaders in their field. 6 Global Receivables Finance

7 RESTRUCTURING, BANKRUPTCY & INSOLVENCY Our Restructuring, Bankruptcy & Insolvency practice has more than 50 lawyers operating in jurisdictions across the Americas, Asia and Europe. This extensive coverage means we are able to provide comprehensive assistance to clients around the world. We represent corporate debtors, company directors, lenders (throughout the capital structure), bondholders, liquidators, receivers, administrators, trustees, debtor-in-possession (DIP) loan providers, insurers, pension fund trustees, special servicers and landlords on all aspects of restructuring, bankruptcy and insolvency. Our experience in a broad array of industries allows us to quickly identify the proper context for the business and legal issues that can arise during the course of an out-of-court restructuring or incourt insolvency proceeding. This experience extends to such diverse industries as airlines, automotive, construction, energy/natural resources, financial services, gaming/gambling, health care, hospitality, manufacturing, real estate, retail, structured finance, telecommunications and transportation. REAL ESTATE Our real estate finance practice has a wellestablished presence in the market. We have a long track record of having acted for both lenders and borrowers whether on bilateral or syndicated facilities on domestic and complex, multijurisdictional transactions. We maintain close relationships with, and act for, many of the lenders who are active in our domestic and crossborder markets. Our experience means we are familiar with the most innovative and structured of transactions, which often involve the use of offshore entities and tax structuring in jurisdictions including Jersey, Guernsey, the Isle of Man, Luxembourg, the Cayman Islands and the BVI. We regularly represent individual lenders, syndicates and other market participants in all types of real estate finance transactions. As part of these deals we are often involved in structuring the relevant financing arrangements. Our practice covers origination of real estate finance transactions as well as the subsequent distribution (whether by way of syndication, securitization or otherwise). We advise borrowers, lenders, lead managers, issuers and other market participants on domestic and cross-border real estate financings, refinancings and restructurings. FINANCIAL SERVICES REGULATORY & ENFORCEMENT Our Financial Services Regulatory & Enforcement practice offers the full range of regulatory, enforcement, litigation, transactional and policy capabilities needed in order to comprehensively address issues facing the financial sector around the world. We provide regulatory advice to financial services firms and their non-financial counterparties on the application, review and compliance requirements that they face regionally, nationally and internationally. Our counseling activities extend across the spectrum of financial institutions, as well as business and product lines, and cover such areas as: governance and oversight; structural and organizational requirements; domestic and international financial reporting and regulatory capital standards; corporate governance, regulatory applications and conflicts of interest; new product development; lending limits and quantitative activity standards; regulatory examinations and inspections; and insolvency/dissolution matters. MAYER BROWN 7

8 Our lawyers also continually monitor critical industry developments and regularly lecture on complex regulatory compliance issues, including those related to the Dodd- Frank Wall Street Reform and Consumer Protection Act in the United States, and ongoing regulatory reform legislation in the European Union. Mayer Brown at a Glance Mayer Brown is a leading international law firm with more than 1,500 lawyers in offices in key business centers across the Americas, Europe and Asia. This on-the-ground presence allows us to offer clients access to local market experience on a global basis. Many of our lawyers practices involve providing cross-border advice on regional or global transactions. This cross-practice, crossborder approach to addressing the needs of our clients means that our lawyers not only have a thorough knowledge of the legal system in which they are based, but also have a familiarity with the laws and the political, cultural and commercial influences likely to impact a matter in other regions. In fact, many are recognized for their work in multiple jurisdictions. Year after year, Mayer Brown is recognized for stellar work and exceptional client service: BTI Client Service A-Team survey 2013 Ranked #2 for client service among 650 global law firms in the BTI Client Service A-Team survey. Rankings were based on feedback from corporate counsel at global and Fortune 1000 companies. Chambers Global: The World s Leading Lawyers for Business Mayer Brown ranked in 69 practice categories, in 12 geographic regions, including eight top-tier rankings. More than 110 Mayer Brown lawyers were recognized, including 15 who achieved top-tier rankings. ABL Tier One by Legal 500 UK 2015 Mayer Brown s London ABL team received a top-tier ranking from Legal 500 UK 2015 based on input from clients and industry professionals. Mayer Brown s team was described as being at the vanguard of the ABL industry. Best Law Firms by US News/Best Lawyers 2014 Mayer Brown was once again one of the top-performing law firms in the annual ranking of Best Law Firms by US News/Best Lawyers, with 36 national tier one rankings and 89 metropolitan tier one rankings. Mayer Brown is a global legal services provider advising many of the world s largest companies, including a significant portion of the Fortune 100, FTSE 100, DAX and Hang Seng Index companies and more than half of the world s largest banks. Our legal services include banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory and enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management. Please visit for comprehensive contact information for all Mayer Brown offices. Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the Mayer Brown Practices ). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe-Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC ); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated legal practices in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. Mayer Brown Consulting (Singapore) Pte. Ltd and its subsidiary, which are affiliated with Mayer Brown, provide customs and trade advisory and consultancy services, not legal services. Mayer Brown and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions The Mayer Brown Practices. All rights reserved. 8 Global Attorney Receivables advertising Finance

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