Legal Services Cayman Islands Private Equity

Legal Services Cayman Islands Private Equity

Contents Why choose Ogier? 3 Supporting the full fund lifecycle 4 Representative private equity clients 5 A flavor of our experience 7 Your key contacts 8 Our locations 10

Why choose Ogier? When you intend to do business in the Cayman Islands you need legal advice that is on point, fast, and fairly priced. Ogier in Cayman has been actively advising funds clients for over 20 years we know every inch of the legal terrain and our longstanding partner team shaped some of it. Ogier acts for multi-billion dollar sponsors across the spectrum of private equity and closed-ended investment structures. The quality of our client stable reflects the excellence of our technical capability and client service. With fewer conflicts of interest than key rival funds firms in Cayman, we also have a developed LP advisory practice. All funds great and small Our way of working is to leverage our resources quickly to your exact requirements, cutting through complexity to match tailored expertise with competitive fees. The union we offer of skill, attention and pricing is unique in Cayman and, in particular, makes us a natural selection for midmarket funds. Evolving with experience You don t pay for a learning curve when you instruct us. We understand the legal issues that arise in private equity funds - be it on fund formation, subsequent closings, secondary and downstream transactions or wind down and we get straight to it. Our experience in terms of both volume and complexity in all fund structures and their commercial objectives allows us to take a rounded view rather than a make it fit approach. A unique footprint We are also the only law firm to offer advice on BVI, Cayman Islands, Guernsey, Jersey and Luxembourg laws, the latter three jurisdictions used in particular where there is a European nexus. With Guernsey and Jersey used both as domiciles for GPs and for funds themselves; Jersey and Luxembourg with a particularly strong tradition in real estate funds; and Luxembourg used extensively in downstream portfolio company acquisitions and disposals, we not only understand the structuring considerations driving our clients decision-making, but are able to advise and execute cohesively across our network. They stand out for their subject matter expertise and ability to think outside the box. Chambers Global, Investment Funds, Cayman Islands Cayman Islands Private Equity 03

Supporting the full fund lifecycle We provide a one-stop shop for private equity houses and their advisers and counsel on the following services: Sought after for its core funds expertise by managers of major fund platforms in Asia. Chambers Asia Pacific, Offshore 2015 Fund formation and ongoing fund operation, including regulatory advice Management/carried interest structures Portfolio company acquisitions and disposals Secondary transactions Listings: advice in relation to the listing of private equity investments Finance: advice in relation to borrowing by private equity, mezzanine and real estate funds Real estate: acquisitions and disposals by real estate funds Dispute resolution: advice in relation to management and investor disputes Adaptability Our Cayman private equity team forms part of our global Investment Funds service line without being separated into a stand-alone group. In Cayman, we have eight Investment Funds partners who do significant volumes of private equity work in addition to advising on every type of hedge fund product and a further twelve senior Investment Funds lawyers who undertake private equity work as a material part of their practice. This interdisciplinary expertise provides a particular advantage when advising on hybrid structures, limited liquidity funds for hedge fund clients, and other closedended funds with bespoke features. 04 Cayman Islands Private Equity

Representative private equity clients Clients for whom Ogier regularly provides advice on private equity and other closed-ended funds include: African Development s Angelo Gordon & Co Ares Blackstone Real Estate Asia Blakeney CapMan Group Centerbridge s CMS Asset Management (HK) Coller Capital Ethemba Capital Gapstow Capital s Index Ventures Intermediate Capital Group Leonard Green & s Leopard Capital MetLife, Inc. Morgan Rio Capital Management Morgan Stanley Real Estate Mid Europa s Orange Capital s Capital Quadriga Capital Solus Alternative Asset Management Tourmalet Advisors Valiance Asset Management Limited Whiz s Inc X2 Resources Ogier's 'funds team remains very strong and it fields a highquality, experienced bench'. Legal 500, Caribbean Islands, Investment Funds, 2015 Cayman Islands Private Equity 05

Ogier named Offshore Law Firm of the Year 2015 The Lawyer Nick 06 Rogers Cayman Islands Private Equity, Cayman Islands

A flavor of our experience Coller International s VI, L.P. Advised Coller Investment Management Limited in relation to the establishment of Coller International s VI (CIP VI). Coller Capital, the leading global investor in private equity secondaries, announced the final closing of CIP VI with commitments of $5.5 billion. CIP VI is a Guernsey authorised closedended investment scheme, comprised of Guernsey, Cayman Islands and other vehicles, and has been established primarily to pursue privately negotiated investments in the secondary market worldwide. Truman Capital Holdings Fund 1, LLC Advised Truman Capital Holdings on the establishment of a private equity master-feeder structure investing in residential mortgage loans and real estate property. The master fund was a Cayman exempted limited partnership and the feeder fund, a Cayman exempted company. The transaction involved significant negotiations with a strategic investor who was entering at the master fund level and was seeking aggregate capital commitments of $750,000,000 by the final closing. Centerbridge s, LP Acted as counsel to Centerbridge s, LP on its acquisition of a 40% interest in, and the related recapitalisation of, syncreon Ireland B.V. Ogier formed the holding company through which Centerbridge, GenNx360 Capital s, L.P. and various other vehicles held their interests. syncreon Global Holdings Limited is a leading global provider of customised supply chain services. GMEF GP, LLC (Gray Ghost Funds) Advised on the establishment of two Cayman Islands exempted limited partnerships in a private equity master-feeder structure, another Cayman Islands exempted limited partnership to act as their general partner and a Cayman Islands exempted company to act as investment manager to the funds. The transaction used all exempted limited partnerships in the fund structure and involved making private equity investments in microfinance institutions with the objective of achieving both capital appreciation and a positive social impact. Cayman Islands Private Equity 07

Your key contacts Cayman Islands James Bergstrom +1 345 815 1855 james.bergstrom@ogier.com Angus Davison +1 345 815 1788 +1 345 516 2008 angus.davison@ogier.com Shameer Jasani +1 345 815 1802 shameer.jasani@ogier.com Bradley Kruger +1 345 815 1877 bradley.kruger@ogier.com Nick Rogers +1 345 815 1844 nick.rogers@ogier.com Giorgio Subiotto +1 345 815 1872 giorgio.subiotto@ogier.com 08 Cayman Islands Private Equity

Hong Kong Kate Hodson +852 3656 6049 kate.hodson@ogier.com Nicholas Plowman +852 3656 6014 +852 6390 5664 nicholas.plowman@ogier.com Tokyo Skip Hashimoto Managing Director +81 3 6430 9500 skip.hashimoto@ogier.com Cayman Islands Private Equity 09

Our locations British Virgin Islands Ritter House Wickhams Cay II PO Box 3170 Road Town, Tortola British Virgin Islands VG1110 T +1 284 852 7300 F +1 284 852 7450 Cayman Islands 89 Nexus Way Grand Cayman Cayman Islands KY1-9009 T +1 345 949 9876 F +1 345 949 9877 Guernsey Redwood House St Julian's Avenue St Peter Port Guernsey GY1 1WA Channel Islands T +44 1481 721672 F +44 1481 721575 Hong Kong 11th Floor Central Tower 28 Queen's Road Central Central Hong Kong T +852 3656 6000 F +852 3656 6001 Jersey 44 Esplanade St Helier Jersey JE4 9WG Channel Islands T +44 1534 514000 F +44 1534 514444 Luxembourg 2-4 rue Eugène Ruppert PO Box 2078 L-1020 Luxembourg T +352 2712 2000 F +352 2712 2001 Shanghai Room 904B 21st Century Tower No.210 Century Avenue Pudong New Area Shanghai 200120 China T +86 21 6075 6525 F +86 21 6075 6529 Tokyo Holland Hills Mori Tower RoP Suite 803 5-11-1 Toranomon, Minato-ku Tokyo 105-0001 Japan T +81 3 6430 9500 F +81 3 6430 9501 10 Cayman Islands Private Equity

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Legal services in: British Virgin Islands Cayman Islands Guernsey Hong Kong Jersey Luxembourg Shanghai Tokyo Ogier provides practical advice on British Virgin Islands, Cayman Islands, Guernsey, Jersey and Luxembourg law through our global network of offices. Ours is the only firm to advise on these five laws. We regularly win awards for the quality of our client service, our work and our people. Regulatory information can be found at ogier.com ogier.com