Credit Funds Insight Issue 2

Transcription

1 Credit Funds Insight Issue 2 Welcome By Michael Smith Our focus on credit funds has proved to be both timely and opportune. We have seen a significant expansion of non-bank direct lending to the sub-investment grade market, as well as a growth in funds established to exploit this opportunity. However, perhaps the most significant development is the re-emergence of the European CLO market since the beginning of last year. So far, there have been 19 European CLOs priced since the Cairn CLO in February 2013 and, we, at Ashurst, are delighted to have acted on 15 of these. We discuss the recent risk retention regulatory changes and their effect on the CLO market, as well as covering the trend towards unitranche loans by direct lending credit funds. We also cover AIFMD and the Contents CLO update: EBA publishes Final Draft RTS on Securitisation Risk Retention AIFMD: frequently asked questions Unitranche facilities: one to watch? Investment in credit funds by French insurance companies (and similar institutions) Securitisation vehicles subject to AIFM Law in Luxembourg particular requirements of French insurance company investors when investing in credit funds. We hope that you find this latest issue of Credit Funds Insight interesting and useful. Michael Smith Partner, London T: +44 (0) E: [email protected] CLO update: EBA publishes Final Draft RTS on Securitisation Risk Retention By Michael Smith On 17 December 2013, the European Banking Authority (EBA) published its Final Draft Regulatory Technical Standards and Implementing Technical Standards (together, Technical Standards) in respect of Article of the Capital Requirements Regulation (CRR) (formerly Article 122a). substantive change from the EBA's draft. The Technical Standards are now subject to a period The Technical Standards follow the publication of a draft version (the Consultation Draft) in May of The Regulatory Technical Standards have been approved by the European Commission with little AUSTRALIA BELGIUM CHINA FRANCE GERMANY HONG KONG SAR INDONESIA (ASSOCIATED OFFICE) ITALY JAPAN PAPUA NEW GUINEA SAUDI ARABIA SINGAPORE SPAIN SWEDEN UNITED ARAB EMIRATES UNITED KINGDOM UNITED STATES OF AMERICA

2 "The Technical Standards are now subject to a period during which the European Parliament or the Council may object to their content. If there is no such objection, they will be published in the Official Journal and come into force 20 days later." during which the European Parliament or the Council may object to their content. If there is no such objection, they will be published in the Official Journal and come into force 20 days later. What is the effect of the Technical Standards on existing guidelines? The Technical Standards will be binding in all EU Member States, unlike the preceding Guidelines on Article 122a of the existing Capital Requirements Directive issued by CEBS in December 2010 (CEBS Guidelines), and cannot be disapplied or varied by home regulators. When CRR came into force, Articles replaced Article 122a of the existing Capital Requirements Directive, and the CEBS Guidelines fell away, along with the related Q&As issued by CEBS in September Have there been any changes since the Consultation Draft regarding who can hold the retention in a CLO? No. The Technical Standards confirmed that, in accordance with the CRR, the retaining entity must be an originator, sponsor or original lender. Is there any relaxation of the requirements for sponsors holding the retention which may make it easier for CLO managers to comply? As we discussed in our briefing on the Consultation Draft in May 2013, the CRR amends the definition of a "sponsor" so that a sponsor no longer has to be a credit institution but can be an investment firm as long as it has certain MiFID authorisations (a CRR Investment Firm). While acknowledging this will exclude some managers, the EBA remains of the view that to extend this definition through the Technical Standards would cut across the language in CRR itself. The difficulty with this is that to be a CRR Investment Firm, a portfolio manager must be MiFID-regulated and authorised to conduct certain regulated activities which include holding of client money or provision of custody services and/or dealing on own account, underwriting financial instruments or placing on a firm commitment basis. Managers without one of these authorisations would not be CRR Investment Firms, and thus would not fall within the definition of sponsor, without obtaining additional authorisations. Perhaps more problematically, CRR investment firms also do not include non-eu investment managers and advisers or alternative investment fund managers regulated under the AIFMD. As a result, non-mifid regulated managers and other non-eu regulated managers cannot fulfil the retention requirements as set out in CRR, and the EBA has closed the door on the additional flexibility needed to allow this. However, the Technical Standards have allowed some flexibility around sponsors holding the retention. Where there is more than one sponsor of the transaction, the retention can be held either by the sponsor whose economic interest is most appropriately aligned with investors, or by each sponsor pro rata in relation to the number of sponsors. This may allow some scope for co-managers to hold smaller retention pieces, as long as they both meet the definition of sponsor and have the correct authorisations. The Commission-approved version of the Technical Standards set out some objective criteria on which multiple sponsors should allocate their portion of the retention such as fee structure and level of involvement in management. Can consolidated entities hold the retention? No. The CEBS guidelines had contained useful flexibility for the retention to be held by any member of a consolidated accounting group. This allowed CLO managers without the requisite capital to fund the retention through an affiliate, but in the absence of express provision in the Technical Standards this flexibility has gone. The feedback document which accompanied the EBA's draft of the Technical Standards explains that the EBA did not consider it had the scope to allow this flexibility in the absence of provision in the CRR itself. While CRR itself allows retention to be held on a consolidated basis, this only applies where the securitised exposures are those of regulated entities within the consolidated supervision group of the retaining entity, and is thus of limited benefit to CLO managers.

3 Have the Technical Standards addressed the possibility of a change in manager holding the retention? No. The Technical Standards are silent as to what happens in circumstances in which a CLO manager is acting as retention-holder and is replaced or resigns. As requiring the replacement manager to hold the retention as sponsor could cause difficulties finding a replacement, the industry had argued for the option of allowing the original manager to continue to retain or the replacement manager to retain. This will remain a question of interpretation of the provisions of Articles , unless it is dealt with in future Q&As. Is any flexibility allowed for pre-2011 transactions which substitute exposures? There is no express provision in the Technical Standards for grandfathering of transactions which make substitutions after 31 December 2014, although there is a comment in the background paper which states that the CEBS Guidelines will remain relevant to the question of allowing the substitution of underlying exposures after 31 December 2014 for transactions issued prior to 1 January There is also confirmation of that approach in the feedback document, specifically in relation to CLOs which substitute assets. The CEBS Guidelines allowed some asset substitution after 31 December 2014 for a securitisation which existed prior to 2011 without the transaction losing the benefit of grandfathering as long as the substitution was pursuant to the pre-defined contractual terms of the transaction. When the Consultation Draft was published, this concession had been lost, leaving a significant number of pre-2011 CLOs potentially having to comply with Articles In conversations Ashurst had with the EBA during the consultation period, the EBA had no objection to allowing substitutions which complied with the CEBS Guidelines, and suggested it could be dealt with in any future Q&A document. We are pleased to see this approach confirmed in the background paper and feedback document, however as these documents do not form part of the Regulation adopted by the Commission, we will be following this up with the EBA in the hope that it is addressed in any future Q&A process. Are there any other changes to the retention requirement? Yes. While the CEBS Guidelines allowed the retention to be held on a contingent or synthetic basis, such as through the use of derivatives, the Technical Standards provide that if the retaining party is not a credit institution, any interest held on a synthetic or contingent basis must be fully cash-collateralised and held in a segregated client account. Retaining CLO managers will therefore need to fund the retention up front. The Technical Standards do confirm that the retention can be used for secured financing purposes provided the credit risk is not transferred to third parties. What is unclear is how this interacts with the limitations on synthetic or contingent retention. Do the Technical Standards make any express provision for grandfathering? The Consultation Draft was silent on the issue of grandfathering, leaving uncertainty surrounding transactions which complied with the existing CEBS Guidelines once CRR comes into force, and possibly requiring those transactions to be reassessed against the final Technical Standards once in effect. The Technical Standards do not provide express grandfathering, but do provide that in assessing whether an institution has failed to meet the requirements in Article in relation to transactions issued between 1 January 2011 and 1 January 2014, and in relation to imposing any additional risk weighting, competent authorities may consider whether the requirements of Article 122a and the guidance made under it were and continue to be met.

4 We would hope that this means that existing investors in CLOs which complied with the CEBS Guidelines will not incur an increased capital charge, but it falls short of a clear message to that effect. The possibility that such transactions will be found by regulators to be non-compliant could still affect the liquidity of existing CLO notes, particularly as it is unlikely that an investor who has invested in such a CLO after 1 January 2014 will be able to rely on the CEBS Guidelines. What is the impact of these proposed changes for CLOs? In the Consultation Draft, the EBA stated that "The changes could potentially translate in the long term modification of the currently existing managed CLO model". To date, we have not seen significant change to the model, but investors have primarily wanted simple retention structures with a MiFID-authorised manager holding the retention. It is unfortunate that no clear path has been drawn for non-mifid-regulated managers to hold the retention. Continued engagement with the EBA is likely to be required through the Q&A process. However, our view is that the Technical Standards will not make a significant difference to the market which has emerged following the publication of the Consultation Draft. Contact: Michael Smith Partner, London T: +44 (0) E: [email protected] AIFMD: frequently asked questions By Jake Green With the AIFMD now in force, we thought it would be helpful to cover some of the questions we are frequently being asked across all of Ashurst's offices. Remind me again, what is it? The aim of the AIFMD is to harmonise and increase the regulation of funds which are managed and marketed in Europe. The scope of the AIFMD relating to AIFs is potentially much wider than the concept of a fund currently understood in many Member States and will include hedge funds, private equity funds and real estate funds. Are there exemptions? There are express exemptions (including for employee schemes, holding companies and securitisation special purpose entities (although what this may constitute is still not clear)) contained in article 2 of the AIFMD. Group schemes should not be caught (article 3) and joint ventures will not be caught assuming they do not meet the definition of a collective undertaking (see article 4(1)(a)). Lastly, there are also express transitional provisions (see article 61 of the AIFMD) which mean that certain funds which are not making new investments (for example) will not be bound by the directive. There are also certain size and threshold (partial) exemptions. Does the AIFMD really apply from now? Yes. In fact it came into force on 22 July There is a transitional regime in place (which expires soon), however the application of this regime differs markedly in respect of whether or not the manager is new or existing, the fund has been marketed pre-22 July 2013 and, of course, the relevant jurisdiction in question.

5 Can you provide more detail? In short, European managers have until 22 July 2014 to apply for authorisation. However, some Member States are requiring that authorisations are submitted before this date. Up until this date, such fund managers do not need to comply with the directive. New fund managers would need to be authorised in order to carry out any fund management activity moving forward. For non-european managers, the situation is more complicated. Non-European managers do not need to be authorised under the directive. However, they must comply with what is known as the "disclosure and transparency" rules under the directive, when they market the fund into Europe. Whether or not they will need to comply with the disclosure and transparency requirements now will depend on the state in question and whether or not the particular fund has been marketed into that jurisdiction before. What are the disclosure and transparency rules? Broadly, these rules require upfront notifications (and, in some cases, a form of application) to be made to the regulator in each Member State where the fund is to be marketed; disclosures (upfront) to investor; regulator reporting requirements; and control and asset-stripping rules in relation to portfolio companies. What is the difference between the passport and the private placement exemptions routes? Only authorised EEA fund managers can use the passport which will allow them to market a fund freely in other Member States via a simple notification procedure. No other rules will apply (assuming marketing is to professional investors only). Conversely, non-european domiciled funds, or any fund managed by a non-european manager, can only be marketed under private placement (there is no marketing passport). Local private placement rules will apply in each country and the requirements vary markedly from one jurisdiction to another. For example, in countries such as France and Germany the new private placement regimes look set to effectively close off the ability of non-european fund managers to market there. So are all countries doing the same thing? No, they are not. Moving forward, marketing funds into France and Germany, for example, will be extremely tricky for non-european fund managers. Contact: Jake Green Senior Associate, London T: +44 (0) E: [email protected] Unitranche facilities: one to watch? By Ross Ollerhead finance landscape. The greater involvement of credit funds in the acquisition finance market over the past three years has led to unitranche facilities becoming a more prominent feature of the European acquisition facilities, provided principally by credit funds. Within that broad category, there have been a variety of structures employed, depending on the needs of the particular borrower, the fund origin and the sector concerned. This contrasts with the US market where What is unitranche? In the European market, "unitranche" is not yet a term of art as precise as, say, "mezzanine", from which all the key features of a facility can generally be discerned with certainty. Rather, the expression is used generically to describe single tranche term

6 " unitranche facilities will remain a common feature of the European financing landscape " unitranche is understood more narrowly to mean a term facility which from a borrower's perspective contains only one class of lenders and under which a common interest rate is charged, but in respect of which the lenders have entered into an agreement among themselves as to which of them will have priority claims to proceeds and which allocates interest received on a non-pro rata basis to better reflect the relative risks to lenders. US-style unitranche has been used in the European market but it is just one of the structures captured by the term when used in a European context. Key features Although unitranche facilities are becoming an increasingly common product, the market for that product is less well established than for bank-led acquisition financing. Nevertheless, some key common features can be identified: the leverage available tends to be higher under a unitranche than would be available for the underlying credit under a traditional senior only structure; limited or no amortisation; pricing will tend to be higher than a traditional senior debt facility, with unitranche lenders at present looking for a yield (over the first three years) of at least 7 to 12 per cent through a combination of fees, margin (on a margin plus floating rate LIBOR basis) and LIBOR floors; and in addition, lenders will typically look for noncall/early prepayment protections for at least the first two years of the facility. Why unitranche? Given that a unitranche facility will price higher than a traditional all senior solution, why is a unitranche facility attractive to a borrower? Needless to say, certain of the key features identified above are attractive to borrowers, such as there being a reduced need to service amortisation during the life of the facility and the higher leverage that may be available (particularly if that higher leverage results in a lower minimum equity requirement or, in a competitive acquisition process, the ability to make a higher offer for the asset in question). In addition, recent unitranche facilities have offered borrowers: a more flexible set of maintenance financial covenants than would often be the case under a traditional bank-led structure traditionally, banks will regularly test total leverage (total debt to EBITDA) and interest cover (EBITDA to finance charges) with tests set at c to 25 per cent of base case projections and cash flow cover (cash flow to debt service) with the test requiring at least a 1:1 ratio. Unitranche facilities can provide greater flexibility for instance, calculating that suite of financial covenants in a manner that is bespoke to the business in question, or providing more headroom against base case projections or, in a small number of cases, only testing total leverage; greater flexibility as to whether excess cash flow (free cash flow after debt service and certain other adjustments) needs to be applied in prepayment a typical bank-led facility will require a portion of excess cash flow to be applied in prepaying the facility each year whereas credit funds have shown themselves to be more willing to allow that cash to remain in the business, particularly if there is a business case around using it to fund acquisitions or capital expenditure. Intercreditor considerations Borrowers could also look to achieve greater leverage on a transaction by obtaining a mezzanine facility in addition to the senior debt. However, this brings the need to negotiate a detailed intercreditor agreement to regulate the position of the lender classes. From a borrower perspective, this increases execution risk and potentially lengthens the transaction timetable. In contrast, a European-style unitranche mitigates that risk and allows the borrower to negotiate with a smaller number of counterparties. However, that is not to say that unitranche facilities do not present a different range of intercreditor issues. Historically, credit funds have been less able to provide borrowers with revolving working capital facilities (at least on terms which compare favourably with what commercial banks can offer, particularly in terms of the range of ancillary products, such as clearing, overdrafts and derivatives, available under those facilities). As such, a unitranche facility might be accompanied by a small working capital revolving facility provided by a bank (often the commercial bank with whom the borrower or target business has banked historically and which is keen to maintain a relationship). These revolving facilities tend to be provided on a super senior basis. This means that the rights of this small, but senior, lender class need to be agreed upfront.

7 While the market position on these rights continues to evolve, broadly speaking these relate to: the circumstances in which the revolving facility lenders can take enforcement action independently of the unitranche lenders; the protections available to the unitranche lenders in circumstances where an enforcement process is being led by the revolving facility lenders (who are not, per se, motivated to ensure maximum recoveries for the unitranche lenders ranking behind their super senior revolving facility); and the circumstances in which the revolving facility lenders have an independent say in amendments to and waivers of the terms on which the revolving and unitranche facilities are provided. The future Unitranche facilities are becoming a more prominent feature of the European mid-market. We expect the number of unitranche facilities executed in that market to continue to rise, along with the number of credit funds offering this product. This growth, coming as it does at a time when banks seek to reduce their balance sheets, will mean unitranche facilities will remain a common feature of the European financing landscape. Contact: Ross Ollerhead Partner, London T: +44 (0) E: [email protected] Investment in credit funds by French insurance companies (and similar institutions) By Hubert Blanc-Jouvan Credit funds are increasingly marketed to French insurance companies (entreprises d'assurance). Other similar institutions, such as contingency institutions (institutions de prévoyance) and complementary pension institutions (institutions de retraite complémentaire), also appear as an important source of debt financing. Investments made by these companies and institutions are subject to restrictions due to specific prudential regimes applicable to them, when it is intended that such investments be admitted to represent the regulated commitments (engagements réglementés) of an insurance company or of a contingency institution, or be eligible as a placement of the funds allocated to the reserves of managed risks (réserves des risques gérés) for complementary pension institutions. (Fonds de Prêt à l'economie) has been created, and other changes have been made in order to improve the investment opportunities for French insurance companies. Fonds de Prêt à l'economie can take the form of either French securitisation schemes or French specialised professional investment funds. They can invest in claims on and debt securities issued by local entities, public institutions or legal entities having for their main purpose commercial, industrial, agricultural or real estate business activities (excluding financial activities and collective investment schemes) and established within the European Union. Investments made by Fonds de Prêt à l'economie which take the form of French securitisation schemes must satisfy With respect to French insurance companies, a number of substantial changes have been recently made to the rules governing such eligible investments. In particular, a new category of investment vehicles

8 additional conditions regarding in particular their maturity and the date of their acquisition. The main other requirements applicable to Fonds de Prêt à l'economie relate to the derivative transactions they are authorised to enter into, the appointment of an asset manager and depositary, the obligations of the asset manager to report to the insurance companies investing in the Fonds de Prêt à l'economie and the characteristics of the bonds, units or shares they are authorised to issue. It is worth noting that bonds, units or shares issued by Fonds de Prêt à l'economie do not need to be traded on a recognised market. Furthermore, bonds, units or shares issued by a French securitisation scheme whose assets only comprise loans granted to or guaranteed by the OECD Member States, local entities or public institutions, and real estate guaranteed loans granted to legal entities or individuals having their registered office or residence in a Member State of the OECD (as well as assets transferred to the securitisation scheme in relation to derivatives transactions or collateral arrangements and funds temporary available), have become eligible for investments by French insurance companies, provided that they comply with some but not all of the requirements applicable to Fonds de Prêt à l'economie. Other investment opportunities have been improved for French insurance companies. In particular, the ability of French insurance companies to invest directly in loans has been broadened to include a new category of loans when they have been granted under a programme approved by the French banking regulator. Furthermore, the residual category of eligible investments which comprised shares, units and rights issued by commercial companies, as well as bonds, participative or subordinated notes issued by regulated insurance or mutual companies, has been clarified to include instruments issued by French securitisation schemes, when such instruments are not eligible investments pursuant to other categories (in particular, when such instruments are not traded on a recognised market and the issuer does not comply with the conditions newly set out for Fonds de Prêt à l'economie). Finally, it is worth noting that the regime governing the accounting treatment of investments made by French insurance companies has also been amended. French insurance companies are likely to prefer investments which may benefit from the favourable accounting treatment set out in Article R of the French Code des assurances (which allows to avoid the disadvantages resulting from the application of the residual accounting regime set out in Article R of the French Code des assurances). In the context of credit funds, such favourable accounting treatment only applies to redeemable securities which are either traded on a recognised market, or assimilated to "BMTN" when they comply with valuation, quotation and liquidity requirements, other than indexed bonds and units of securitisation schemes. Bonds, units or shares issued by Fonds de Prêt à l'economie are not eligible for such favourable accounting treatment. However, the disadvantages resulting from the application of the residual accounting regime set out in Article R of the French Code des assurances have been recently reduced when such regime applies to redeemable bonds, units or shares issued by Fonds de Prêt à l'economie. Contact: Hubert Blanc-Jouvan Partner, Paris T: +33 (0) E: [email protected] Securitisation vehicles subject to AIFM Law in Luxembourg By Isabelle Lentz Following the entry into force of the Luxembourg law on managers of alternative investment funds (AIFM Law), the Commission de Surveillance du Secteur Financier (CSSF) has updated its official guidelines for securitisation vehicles (SVs) to clarify the interaction between the AIFM Law and the Luxembourg law on securitisation vehicles (Securitisation Law). An important result of this interaction is that if the Luxembourg SV is considered to be subject to the AIFM Law, it must either (i) apply for an authorisation from the CSSF or (ii) register with the CSSF (depending on the assets under management).

9 This article provides an overview of how the CSSF interprets the scope of applicability of the AIFM Law to SVs. It does not examine the criteria as to whether a company in general may be subject to the AIFM Law. SV as ad hoc securitisation vehicle The scope of the AIFM Law is broad; nevertheless it excludes, among others, "ad hoc securitisation vehicles". These are defined in the AIFM Law as entities whose sole object is to carry out one or more securitisation operations within the meaning of article 1 (2) of Council Regulation 24/2009 of the European Central Bank dated 19 December 2008 (ECB Regulation). The guidance notes to the ECB Regulation that have been issued by the European Central Bank (and to which the CSSF refers when interpreting the definition of ad hoc securitisation vehicles under the AIFM Law) state in point 4.1 that "first lenders", i.e. lenders securitising loans that they themselves have granted and which issue notes to finance their securitisation activities, are not considered as ad hoc securitisation vehicles. As such, these entities are generally not exempted from the scope of, but are subject to, the AIFM Law. Asset financing solely by way of note issuance Notwithstanding this, the CSSF specifies that irrespective of whether or not the SV qualifies as an ad hoc securitisation vehicle, it is excluded from the scope of the AIFM Law if it issues only debt instruments. Again, the CSSF states and clarifies that at European level the intention of the legislator was not to make securitisation vehicles that only issue debt instruments subject to the AIFM directive. This derives from the Q&As of the European Union dated 25 March 2013 (Questions on Single Market Legislation/Internal Market; General Question on Directive 2011/61/EU; ID 1169, Scope and Exemptions). Although the Luxembourg SV will always have a share capital and therefore issue equity, if its assets are financed solely by way of issuing notes, it will not fall within the scope of the AIFM Law. It is therefore important to ensure that the SV does not issue equity instruments to finance its securitised assets. The CSSF clarifies that the guidelines issued by it with respect to the interaction of the AIFM Law and the Securitisation Law is subject to further evolution at European level and may be updated from time to time. Summary SVs are not per se exempted from the scope of the AIFM Law and may therefore need to register with/be authorised by the CSSF. An SV that carries out primary lending and finances such lending by way of note issuance is not an ad hoc securitisation vehicle within the meaning of the AIFM Law and does not, therefore, per se fall outside the scope of the AIFM Law. An SV that finances its assets solely by debt instruments (notes) is generally not subject to the AIFM Law. Contact: Isabelle Lentz Partner, London T: +44 (0) E: [email protected]

10 Key contacts CLOs Scott Faga, partner Washington DC T: Eugene Ferrer, partner New York T: William Gray, partner New York T: Diala Minott, partner* London T: +44 (0) Patrick Quill, partner New York T: David Quirolo, partner London T: +44 (0) Nicole Skalla, partner* New York T: Michael C Smith, partner London T: +44 (0) [email protected] Fund formation Jeremy Bell, partner London T: +44 (0) [email protected] Edward Bennett, counsel Singapore T: [email protected] Mark Davies, partner Tokyo T: [email protected] Nick Goddard, partner London T: +44 (0) [email protected] Isabelle Lentz, partner and London T: +44 (0) [email protected] Head of Luxembourg Desk Dean Moroz, counsel Hong Kong T: [email protected] Michael Ryland, partner Sydney T: [email protected] Lisa Simmons, partner Sydney T: [email protected] Con Tzerefos, partner Melbourne T: [email protected] Piers Warburton, partner London T: +44 (0) [email protected] Direct lending Jose Christian Bertram, partner Madrid T: [email protected] Gianluca Fanti, partner Milan T: [email protected] Anne Grewlich, partner Frankfurt T: +49 (0) [email protected] Eric Halvarsson, partner Stockholm T: +46 (0) [email protected] Ross Ollerhead, partner London T: +44 (0) [email protected] Damian Ridealgh, partner New York T: [email protected] Martyn Rogers, partner London T: +44(0) [email protected] Diane Sénéchal, partner Paris T: +33 (0) [email protected] Paul Stewart, partner London T: +44 (0) [email protected] Simon Thrower, partner London T: +44 (0) [email protected] Lending to funds Lee Doyle, partner London T: +44 (0) [email protected] Damian Ridealgh, partner New York T: [email protected] Paul Stewart, partner London T: +44 (0) [email protected] Mark Vickers, partner London T: +44 (0) [email protected] Nigel Ward, partner London T: +44 (0) [email protected] *Partner as of 1 May 2014

11 Restructuring and insolvency Simon Baskerville, partner London T: +44 (0) Giles Boothman, partner London T: +44 (0) Carl Dunton, managing Singapore T: partner Dominic Gregory, partner Hong Kong T: Dan Hamilton, partner London T: +44 (0) Juan Hormaechea, partner Madrid T: Tobias Krug, partner Frankfurt T: +49 (0) Laurent Mabilat, partner Paris T: [email protected] James Marshall, partner Sydney T: [email protected] Tim Rennie, partner London T: +44 (0) [email protected] Diane Roberts, partner London T: +44 (0) [email protected] Timothy Sackar, partner Sydney T: [email protected] Listed investment companies and trusts Nicholas Holmes, partner London T: +44 (0) [email protected] Jonathan Parry, partner London T: +44 (0) [email protected] Tax Alexander Cox, partner London T: +44 (0) [email protected] Klaus Herkenroth, partner Frankfurt T: [email protected] Steven Kopp, partner New York T: [email protected] Peter McCullough, partner Sydney T: [email protected] Paul Miller, partner London T: +44 (0) [email protected] David Nirenberg, partner New York T: [email protected] Regulatory Hubert Blanc-Jouvan, partner Paris T: +33 (0) [email protected] Jonathan Gordon, partner Sydney T: [email protected] Jake Green, senior London T: +44 (0) [email protected] associate Rob Moulton, partner London T: +44 (0) [email protected] James Perry, partner London T: +44 (0) [email protected] Margaret Sheehan, partner Washington DC T: [email protected]

12 Abu Dhabi Suite 101, Tower C2 Al Bateen Towers Bainunah (34th) Street Al Bateen PO Box Abu Dhabi United Arab Emirates T: +971 (0) F: +971 (0) Adelaide Level 3 70 Hindmarsh Square Adelaide SA 5000 Australia T: F: Beijing Level 26 West Tower, Twin Towers B12 Jianguomenwai Avenue Chaoyang District Beijing PRC T: F: Brisbane Level 38, Riverside Centre 123 Eagle Street Brisbane QLD 4000 Australia T: F: Brussels Avenue Louise Brussels Belgium T: +32 (0) F: +32 (0) Canberra Level Moore Street Canberra ACT 2601 Australia T: F: Dubai Level 5, Gate Precinct Building 3 Dubai International Financial Centre PO Box Dubai United Arab Emirates T: +971 (0) F: +971 (0) Frankfurt OpernTurm Bockenheimer Landstraße Frankfurt am Main Germany T: +49 (0) F: +49 (0) Hong Kong 11/F, Jardine House 1 Connaught Place Central Hong Kong T: F: Jakarta (Associated Office) Oentoeng Suria & Partners Level 37, Equity Tower Sudirman Central Business District Jl. Jend. Sudirman Kav Jakarta Selatan Indonesia T: F: Jeddah (Associated Office) Level 9 Jameel Square Corner of Talhia Street and Al Andalus Street PO Box Jeddah Saudi Arabia T: +966 (0) F: +966 (0) London Broadwalk House 5 Appold Street London EC2A 2HA UK T: +44 (0) F: +44 (0) Madrid Alcalá, Madrid Spain T: F: /02 Melbourne Level William Street Melbourne VIC 3000 Australia T: F: Milan Piazza San Fedele, Milan Italy T: F: Munich Ludwigpalais Ludwigstraße Munich Germany T: +49 (0) F: +49 (0) New York Times Square Tower 7 Times Square New York, NY USA T: F: Paris 18, square Edouard VII Paris France T: +33 (0) F: +33 (0) Perth Level 32, Exchange Plaza 2 The Esplanade Perth WA 6000 Australia T: F: Port Moresby Level 4, Mogoru Moto Building Champion Parade PO Box 850 Port Moresby Papua New Guinea T: F: Rome Via Sistina, Rome Italy T: F: Shanghai Suite CITIC Square 1168 Nanjing Road West Shanghai PRC T: F: Singapore 12 Marina Boulevard #24-01 Marina Bay Financial Centre Tower 3 Singapore T: F: Stockholm Jakobsgatan 6 Box 7124 SE Stockholm Sweden T: +46 (0) F: +46 (0) Sydney Level 36, Grosvenor Place 225 George Street Sydney NSW 2000 Australia T: F: Tokyo Shiroyama Trust Tower 30th Floor Toranomon Minato-ku, Tokyo Japan T: F: Washington DC 1875 K Street NW Washington, DC USA T: F: This publication is not intended to be a comprehensive review of all developments in the law and practice, or to cover all aspects of those referred to. Readers should take legal advice before applying the information contained in this publication to specific issues or transactions. For more information please contact us at Broadwalk House, 5 Appold Street, London EC2A 2HA T: +44 (0) F: +44 (0) Ashurst LLP is a limited liability partnership registered in England and Wales under number OC and is part of the Ashurst Group. It is a law firm authorised and regulated by the Solicitors Regulation Authority of England and Wales under number The term "partner" is used to refer to a member of Ashurst LLP or to an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of Ashurst LLP's affiliates. Further details about Ashurst can be found at Ashurst LLP 2014 Ref: April 2014