Banking, finance and restructuring Focus on Europe

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1 Banking, finance and restructuring Focus on Europe

2 Attorney advertising. Prior results do not guarantee a similar outcome.

3 Innovative strategies for market makers To thrive in today s markets, clients need a global law firm with the reach and expertise to help them achieve their objectives wherever they do business. Dechert s European banking, finance and restructuring team offers extensive experience in all of the world s main markets together with the commercial insight and global resources to handle cross-border transactions as easily as domestic ones. In an increasingly challenging regulatory environment where knowledge of U.S. and European laws is critical, we are one of the few firms with deep expertise in both. Working with our colleagues across practices throughout the United States, Asia and the Middle East, we provide comprehensive service on all aspects of a transaction. In addition, our lawyers are widely recognised by the industry as among the best in their fields, and many play significant roles within industry organisations and make important contributions to industry practices.

4 Our services Structured finance and securitisation Dechert has been a central player in numerous high-visibility securities transactions in Europe and around the world. Our work spans multi-jurisdictional mortgage and asset-backed securitisations and collateralised debt and loan obligations in public and private transactions. We have established a leading market position representing issuers, placement agents, collateral managers and equity investors in collateralised loan obligation and collateralised debt obligation transactions. Our team is comprised of experienced lawyers in securitisation, financial services, investment advisory, real estate capital markets, private equity, hedge fund, banking, tax and ERISA. Through our deep expertise, we have achieved a leading market position in the CLO market, in both balance sheet CLOs and broadly syndicated arbitrage CLOs in Europe and the United States. As part of our securitisation practice, we represent lenders, issuers, underwriters, agents, servicers, special servicers, rating agencies and ABCP conduits in transactions backed by a variety of assets, including: Commercial and residential mortgage loans. Non-performing mortgage loans. Credit cards, auto loans and leases. Trade receivables. Life and structured settlements. Real estate finance One of our core global practices involves the purchase, sale and securitisation of all types of commercial real estate debt products, including: Whole mortgage loans. Senior, subordinate and pari passu notes. Senior, subordinate and pari passu participations. Mezzanine loans (including senior/subordinate mezzanine notes and participations). Intercreditor agreements. Preferred equity. Programmatic co-lending arrangements. Syndicated loans. Below investment grade CMBS bonds, or B-pieces.

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6 Our services We handle the purchase and sale of commercial real estate debt products, the origination of the commercial real estate loans prior to purchase/sale and the full life cycle of commercial real estate loans after origination. We also routinely deal with stressed and distressed commercial real estate loans and structures. Our lawyers are experienced in all aspects of the disposal of commercial real estate loans, including CMBS, and the related rating agency criteria. In addition to loan splitting and loan portfolio sales and purchases, Dechert is a leading firm for loan origination, rating agency representation, servicing, tax and derivatives. Few firms maintain top practices in these areas relating to commercial real estate finance. Restructuring and workouts We represent lenders, investors, agents, borrowers, servicers and special servicers in out-of-court loan workouts and recapitalisations of overleveraged borrowers. We focus on resolving stressed and distressed structured finance vehicles and products, including CMBS, commercial mortgage loans, structured notes, CDOs, CPDOs, RMBS and other products. Our lawyers help formulate creative strategies and provide innovative solutions to address the complex issues that arise when borrowers or structured financial vehicles do not perform as expected. We apply strategies such as: Pre-arranged and prepackaged plans of reorganisation. Schemes of arrangement. Debt conversions. Strategic mergers. Venture capital financing. Refinancing. Exchange offers. Leveraged finance Dechert advises lenders, investors, sponsors and corporates (both buyers and sellers) in all aspects of European leveraged finance. We have established a reputation among the active market participants for being able to manage and deliver complex cross-border deals. We are experienced in all types of financing structures, from senior debt, mezzanine and second lien to high yield, as well as the related intercreditor issues. We are also close to private equity sponsors and regularly participate in British Private Equity and Venture Capital Association (BVCA) conferences. Our team has extensive knowledge of the rules on takeovers and mergers in Europe and works closely with our colleagues in the United States and Asia on transactions involving those jurisdictions. Our experience extends beyond simple acquisitions of private companies to include public bid finance and public to private (P2P) lending. In addition to the acquisition aspects of leveraged finance transactions, we also act on the ultimate exits, whether a simple sale, an IPO, a listing or some other form of debt take-out, such as bonds or securitisation. We understand how to structure cross-border security packages to meet the needs of lenders for adequate credit support in unfamiliar legal jurisdictions, from thin capitalisation, corporate benefit and financial assistance to parallel debt, Treuhand and similar arrangements. We also advise on the acquisition and trading of distressed financial products, providing detailed analyses and critiques of related agreements and documents in order to help them to optimise their position. We work with colleagues around the world with experience in areas that often prove pivotal in distressed situations, such as finance, litigation and dispute resolution, regulation, real estate, pensions, tax and derivatives.

7 Structured products/investments Dechert regularly advises investment and commercial banks, hedge funds and other institutional investors in connection with the structuring and development of complex structured products and investment vehicles, including: Structured credit products and notes. Regulatory capital transactions. The establishment of credit-linked note issuance programmes and facilities. We regularly assist clients with the establishment of European investment vehicles and advise on the complex tax and regulatory issues arising throughout Europe and other jurisdictions. We also assist in the development of financial services products for established investment houses. General lending In addition to our experience across all areas of financing, we also handle our clients general lending requirements. Our team acts on large, syndicated or club financings for global financial institutions, as well as on smaller, bilateral facilities, overdrafts and intercompany lending, whether secured or guaranteed. This extends to: Loan sales. Asset-backed structures. Inventory and trade finance. Priority/subordination/intercreditor arrangements. Hire purchase/lease finance. Hedges. Swaps. Security filings and releases.

8 Integrated throughout Europe The lawyers in our European offices in Brussels, Dublin, Frankfurt, London, Luxembourg, Moscow, Munich, Paris and Tbilisi work closely together to handle all aspects of finance, structured finance and securitisation, real estate finance and restructuring, asset sales and investment and derivatives. We maintain close ties with some of the largest firms in European jurisdictions where we do not ourselves have an office. With an established reputation for managing large, multi-jurisdictional transactions, we are a clear choice for transactions requiring sophisticated, top-flight experience.

9 Significant European banking, finance and restructuring representations Commercial real estate loan origination A multinational banking and financial services holding company on the provision of a hunting-licence facility to a private real estate fund, supporting the fund with committed facilities to allow it to make strategic acquisitions of major office, industrial and retail assets throughout England and Scotland. A U.S. insurance company on the origination of over 500 million of commercial mortgage loans secured over UK real estate. A syndicate of European banks on the origination of a circa 650 million loan secured over prime London office real estate. Commercial real estate acquisition financing Wells Fargo on the 1 billion financing of the acquisition of a portfolio of distressed commercial mortgage loans by Lone Star from Eurohypo. Liberty Living on the finance aspects of the 1.1 billion acquisition of the Liberty Living Group by the Canadian Pension Plan Investment Board (CPPIB). The acquisition was the first investment in an alternative real estate sector for CPPIB as well as the largest real estate deal CPPIB has done in Europe. A private equity fund on the acquisition and financing of a portfolio of mainly Irish assets, with a deal size in excess of 1.5 billion. Loan acquisitions, sales and related transactions Wells Fargo on its agreement to purchase commercial real estate loans valued at US$9 billion in the United States, United Kingdom and Canada from GE Capital Real Estate as part of an overall transaction valued at approximately US$23 billion. Wells Fargo purchased performing first mortgage loans, while private equity firm Blackstone acquired U.S. and European equity assets as well as first mortgage loans in Mexico, Australia and the United States. A private equity fund on the acquisition of a portfolio of loans secured against a portfolio of 11 four-star hotels in the UK. A private equity fund on the 1.1 billion acquisition of a portfolio of mortgage loans backed principally by hotels. 7

10 Significant European banking, finance and restructuring representations Mortgage-lending business M&A Wells Fargo on the purchase, together with Lone Star, of Eurohypo s 4 billion UK commercial real estate mortgage loan portfolio, related hedging and agency roles and CMBS servicing business. A major European commercial bank in connection with the sale of commercial mortgage loans and the US$1.1 billion purchase of the bank s shares from national government by U.S. and Canadian investors. A financial services company on the sale of its UK, German and Dutch mortgage origination and servicing platforms and all mortgage assets to Fortress, including the sale of shares in UK, German and Dutch regulated mortgage platforms, together with all business assets (including premises), and separately the entire loan book to SPE vehicles as well as the negotiation of a complex warranty and indemnity regime interlinking the M&A and asset sale sides of the transaction. Loan workouts and restructurings A private equity fund on the restructuring of a 2.3 billion loan secured over a German real estate portfolio, as well as ongoing servicing advice, as facility agent and security agent. A Middle Eastern fund on the 1 billion restructuring of the Citi Tower in Canary Wharf. The trustee on the restructuring and liquidation of a 700 million Lifemark SA securitisation, which was the first insolvency of its kind in the Luxembourg markets. CMBS and CMBS servicing A securitisation company on the issuance of approximately 486 million commercial mortgage-backed floating rate notes and approximately 649 million commercial mortgage-backed floating rate notes. Securitisation and structured finance A leading global alternative investment manager on its first European CLO, an issuance of notes worth more than 334 million, as collateral manager. The portfolio securing the notes consisted largely of senior secured loans. An independent asset management group on its debut 2.0 CLO. Net proceeds from the notes issued are being used to purchase a circa 300 million portfolio of European leveraged loans. The deal represents one of the first CLOs compliant with both European risk retention rules (using the originator route) and the U.S. Volcker rule. A leading merchant banking group on the securitisation of 500 million of auto-loan receivables, and separately in connection to the securitisation of 300 million of insurance premium loan receivables. Real estate acquisition, investment and development A private equity fund on the partial acquisition of Vodafone Campus in Düsseldorf-Heerdt as well as on the related financing. Southpoint Limited Partnership on the 223 million sale of the 300,000 square-foot iconic London office building Palestra to Deka Immobilien by the joint venture between Blackfriars Investments and Royal London Asset Management. Wells Fargo on the acquisition of Hypothekenbank Frankfurt s office space at 90 Long Acre, London, to form its new UK commercial real estate headquarters as part of its acquisition of a 4 billion portfolio of UK commercial real estate loans. A major rating agency on the 800 million initial issuance under a 5 billion note issuance programme forming part of a secured group structure transaction backed by a portfolio of UK shopping centres. A servicer on the enforcement of security over Saint Katherine s Dock in London.

11 A market leader in the U.S. Dechert s banking, finance and restructuring practice in the United States is a market leader in volume of issuance in CLOs and securitisation transactions. The group is led by some of the most consistently top-ranked insolvency and restructuring lawyers in the U.S. and has significant experience in high-yield, leveraged and similar financings.

12 A globally recognised leader Advises issuers, underwriters, trustees and asset originators in a variety of domestic and cross-border securitisation and structured finance work. Key areas of strength for the team are CMBS, RMBS and ABS transactions. We re very satisfied with their knowledge, speed of response and customer relations. Chambers UK, 2015 Dechert LLP has expertise in high-value and complex transactions and represents the full spectrum of issuers and underwriters, asset originators, purchasers, rating agencies and trustees. The Legal 500 (UK), 2014 They are very proactive, turn things around quickly and efficiently, and don t need to be hunted and chased. Common sense and timely advice. They have been absolutely attentive to our needs. Chambers UK, 2014 Dechert is noted for its sound, diligent advice and partner involvement a first-class team: prudent, efficient and real-world. The Legal 500 (UK), 2013 The team receives enthusiastic endorsement from market sources for being very proactive and commercially on the ball and for housing lawyers who are skilled across the full spectrum of the securitisation market. Chambers UK, 2013 Dechert s structured finance group has intricate knowledge of various legal structures, the ability to think outside the box, and knowledge of the regulatory requirements surrounding structured transactions. The Legal 500 (U.S.), 2013 It has carved out a reputation as a team that can offer innovative, bespoke advice on complex mandates an impressive client list. Chambers UK, 2012

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14 Serving our clients wherever they do business Europe The Americas The Middle East Africa Asia Pacific Dechert is a global specialist law firm. Focused on sectors with the greatest complexities, legal intricacies and highest regulatory demands, we excel at delivering practical commercial judgment and deep legal expertise for high-stakes matters. In an increasingly challenging environment, clients look to us to serve them in ways that are faster, sharper and leaner without compromising excellence. We are relentless in serving our clients delivering the best of the firm to them with entrepreneurial energy and seamless collaboration in a way that is distinctively Dechert.

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