Corporate Law M&A Financing

Corporate Law M&A Financing PARIS LYON BORDEAUX LILLE LA REUNION BRUSSELS BARCELONA MILANO STUTTGART TUNIS BUENOS AIRES QUEBEC MONTREAL BEIJING SHANGHAI GUANGZHOU HANOI HO CHI MINH CITY SINGAPORE 6, Rue Duret - 75116 Paris T. : 33 (0)1. 53. 67. 50. 00 F : 33 (0)1. 53. 67. 50.01

D e d i c a t i o n I m a g i n a t i o n C l o s e n e s s

C o r p o r a t e L a w, M & A, F i n a n c i n g The firm assists its French and foreign clients with regards to their restructuring operations (mergers, spin-offs, business transfers, transfer of all assets ) as well as in acquisitions (capital investment, capital risk, financing, issuance of all types of securities ) sale and purchase of shares and assets (LBO, OBO ). Our legal services also extend to employees share ownership or participation of employees as well as to the activities of corporations in a regulated market or for IPOS etc. Our team namely advises the shareholders and directors on corporate governance issues and policies. Furthermore, our firm advises the management of corporations as to tax optimization with the collaboration of our tax department. Our team represents and advises financial institutions, funds, investors and borrowers in financing and refinancing operations (structured finance, real-estate, project financing). September 2014 - page 3

d s a v o c a t s i n p a r i s Jérôme LOMBARD-PLATET PARTNER - PARIS - OATH TAKEN IN 1988 Jérôme LOMBARD-PLATET, who is also admitted to the Madrid Bar (1998), specialises in mergers-acquisitions, private equity, securities law and regulatory transactions. DEA Community Law, Graduate of the illustrious Madrid College. Languages : French - English - Spanish Areas of practice: Mergers-Acquisitions, Corporate Law. Bernard TEZE PARTNER - PARIS - OATH TAKEN IN 1991 Bernard TÉZÉ is spécialising in M&As for private as well as listed companies, LBO transactions, joint ventures and group restructurings. He also developped a specific expertise in M&As involving regulated businesses, as well as in outbound transactions (in Japan where he practiced for nearly 4 years, and thanks to recent transactions, in Russia, Eastern Europe, Brazil and India). Bernard TÉZÉ is graduated from HEC business school and has a Masters Degree in tax law. Languages: English Japanese German -Areas of practice: Mergers-Acquisitions, Corporate Law. Arnaud BURG PARTNER - PARIS - OATH TAKEN IN 1989 Arnaud BURG s practice focuses on mergers and acquisitions and corporate law, where he has recognised expertise in both structured financing and real estate financing. This dual competence is valuable for his clients, which include banking institutions, for the structuring of their financing, and corporate clients, which he assists with their external growth strategies and long-term financing transactions. Maîtrise in Private Law and the MSTCF certificate; DESS in Real Estate Management from the ESSEC Languages: French - English - Areas of practice: Mergers Acquisitions, Corporate Law - Financing Arnaud LANGLAIS PARTNER - PARIS - OATH TAKEN IN 1998 Arnaud LANGLAIS specialises in mergers-acquisitions, LBO and corporate law. He has participated in numerous acquisitions for French and foreign companies and private equity funds. DEA Business Law and Economic Law, Paris I, Laureate of the Bar Association. Language: English Areas of practice: Mergers-Acquisitions, Corporate Law. page 4 - September 2014

d s a v o c a t s i n p a r i s Benoît CHARRIERE-BOURNAZEL PARTNER - PARIS - NEW YORK - ENGLAND & WALES- OATH TAKEN IN 2001 Benoît CHARRIERE-BOURNAZEL represents French and foreign clients in connection with mergers and acquisitions, commercial transactions, cross border investments and related litigation and arbitration.dess in Business and Tax Law, Paris I Panthéon-Sorbonne ; DEA in Business Law, Paris X Nanterre; LL.M. in European and Company Law, University of Bristol (England); LL.M. in Corporate and Securities Law, New York University (USA) Languages: French -English - Spanish - Areas of practice: Mergers-Acquisitions, Corporate Law. Anne de SEZE ASSOCIATE PARIS OATH TAKEN IN 1999 Anne de SEZE specialises in corporate law for listed and non-listed companies. Her practice concerns more particularly intra-group restructuring operations, investment equity and issues of securities. She also represents clients in securities law. DEA Business Law and Social Law, Paris IX Dauphine. Language: English Areas of practice: Corporate Law, Mergers-Acquisitions Marie TRECAN ASSOCIATE - PARIS OATH TAKEN IN 2001 Marie TRECAN has developed sound expertise in acquisitions, equity investments and business combinations with an emphasis on the underlying real estate aspect. She also participates with Arnaud Burg in structured financing and real estate financing transactions. Maîtrise in Business Law and Taxation; DJCE/ DESS in business law Languages: French - English Areas of practice: Mergers Acquisitions, Corporate Law - Financing OF COUNSEL - PARIS - OATH TAKEN IN 1972 Jean-Pierre THUILLANT is a recognized expert in corporate law and mergersacquisitions. Areas of practice: Mergers-Acquisitions, Corporate Law. jean-pierre THUILLANT page 5 - September 2014

d s a v o c a t s i n p a r i s Alexandra NGUON ASSOCIATE PARIS OATH TAKEN IN 2007 Alexandra Nguon est is specialized in corporate law. Her practice concerns more particularly intra-group restructuring operations, investment equity and issues of securities. Master in Business Law and Taxation; DESS in business law Languages: French - English Areas of practice: Mergers Acquisitions, Corporate Law ASSOCIATE PARIS OATH TAKEN IN 2012 Virginie FLORANCE involved in both counseling and litigation on corporate law and on mergers and acquisitions. EDHEC BUSINESS SCHOOL (Lille) - Master I Droit International Languages: French - English Areas of practice: Mergers Acquisitions, Corporate Law Virginie FLORANCE Henrick EMERIAU ASSOCIATE PARIS OATH TAKEN IN 2014 Henrick EMERIAU involved in both counseling and litigation on corporate law and on mergers and acquisitions. He holds two Master s Degree in International Business Law from both Paris II Assas University and Paris V Descartes University, as well as a Bachelor s Degree in Japanese. Languages: French - English- Japanese Areas of practice: Mergers Acquisitions, Corporate Law STUDYING FOR A DOCTORATE IN COMPARATIVE COMPANY LAW Reiga SHIMIZU is in charge of business development with regard to Japanese clients. Graduate from the Chuo law faculty (Tokyo) and holder of an LLM degree from Paris I University and a Masters 2 in Contract and Commercial Practice Law from Paris XII University. Languages: French, English, Japanese Areas of practice: Mergers Acquisitions, Corporate Law Reiga SHIMIZU page 6 - September 2014

d s a v o c a t s i n p a r i s Véronique GEORGES Dienaba CAMARA Isabelle HABERER PARALEGALS - Paris Véronique GEORGES, Dienaba CAMARA & Isabelle HABERER Work on the Corporate Law files. They monitor and also carries out all Corporate Law formalities. Area of practice: Corporate Law page 7 - September 2014

C o r p o r a t e L a w Our team advises and represents our French private and public sector clients and international groups subsidiaries throughout their corporate lifetime of their company, corporation or group in the following areas: Choice of the most appropriate legal form for your company (including semi-public and local public company, public interest cooperative, etc.), Drafting of memorandum and articles of association, Preparation of all legal documentation required for a company s executive and supervisory bodies and general meetings (invitations, reports, resolutions, minutes, etc.), Preparation and conduct of meetings of the Board of Directors, Executive Board and Supervisory Board, general meetings, etc., Monitoring of formal procedures related to company operations, particularly regulated activities. Our team has specific expertise in: Providing assistance to senior managers and shareholders in matters related to corporate governance and intra-group agreements: articles of association; shareholders agreements, beneficial ownership, management fee, shareholder loan and cash pooling agreements, etc. Optimisation and completion of intra-group restructuring operations (mergers and demergers, partial asset contributions, transfer of all assets and liabilities) to ensure that a group s growth and expansion take place within an optimised legal and tax framework, Advising private equity funds, shareholders and senior management and providing assistance in the completion of private equity transactions such as venture capital and expansion capital transactions, leverage opportunities, LBO, MBO, OBO, etc Advice on and implementation of capital financing operations: issue and conversion of all types of securities (ordinary and preference shares, bonds, convertible bonds including mandatory convertibles, bonds with warrants, share warrants, etc.), capital reductions, so-called accordion transactions (successive capital increases and reductions), etc. Assistance with the planning and implementation of employee shareholding policies (issue of stock options and subscription warrants for founders shares, bonus share schemes). page 8 - September 2014

C o r p o r a t e L a w Our team also assists companies with their public offerings or those carrying on regulated activities: IPOs on the French stock markets (reviewing agreements signed with brokers and investment service providers, assistance in drafting the offering memorandum, etc.), Corporate legal requirements for listed companies (assistance in organising general meetings, approval of financial statements, share buyback programmes, periodic publications, etc.) and the related stock market reporting (registration document, senior management declarations, etc.), Preparation of applications to the AMF and ACP (French Prudential Supervisory Authority) for authorisation of all types of transactions involving management companies and investment service providers, management bank and financial marketing issues, etc. Assistance in connection with proceedings initiated by the AMF or ACP, including disciplinary proceedings, Assistance with declarations to the relevant supervisory authorities. Finally, our team handles disputes between shareholders and litigation regarding the removal of senior managers, the expulsion of shareholders, etc. page 9 - September 2014

F i n a n c i n g Our team provides advice and support to financial institutions, mezzanine funds, investors and borrowers in all types of financing or refinancing transaction: Structured financing, Real estate financing, Project financing. Our team provides support and assistance to banks acting as arranger, lead bank or participating bank in the following areas: Structuring, Negotiation, Documentation for all types of structured financing. Our team has built up a reputation for expertise in acquisition financing in the form or primary and secondary LBOs, public offerings, MBOs and all other high-leverage acquisition financing and refinancing transactions. It is particularly involved in: the implementation of syndicated and bilateral loans, the establishment of inter-creditor agreements, the setting-up of in personam or in rem collateral, the issue of senior and subordinated financial instruments. Our team assists French and European banks in setting up financing for acquisitions, fixed asset construction and asset portfolios as well as for the purchase of shares in real estate companies. page 10 - September 2014

F i n a n c i n g Our team also provides assistance for the structuring and implementation of infrastructure projects. Our team provides support and assistance to our French and foreign clients for the structuring, implementation and negotiation of their debt restructuring and refinancing transactions. In the case of debt restructuring and refinancing transactions as part of insolvency proceedings, the department draws on the expertise of its dedicated restructuring team. This team assists and represents financial institutions, investors and borrowers at all stages, from initial preventive measures right through to insolvency proceedings: Implementation of court-supervised receivership, mediation and corporate turnaround proceedings, Advising and representing creditors at all stages of the proceedings (creditors committee, submission of claims), Advising and representing creditors in the enforcement of their security interests. page 11 - September 2014

M e r g e r s A c q u i s i t i o n s Our team provides a full range of advisory and litigation services for mergers and acquisitions. We provide support and assistance to our French and foreign clients in connection with transfers of their securities and assets, their acquisitions and their equity investments, including: Acquisition and sale of companies, Acquisition and transfer of businesses, Mergers, demergers, partial asset contributions, transfers of all assets and liabilities, Establishment of joint ventures. Thus, we provide our clients with advice, constant support and expertise, in French, English, Spanish and Chinese, in the following areas: Identifying and negotiating with industrial and financial partners, Defining bespoke solutions during the course of negotiations for the structuring of the transaction right through to its final completion, particularly by means of: pre-transaction due diligence reviews and data room organisation and management for sellers pre-acquisition due diligence in coordination with all of our departments, to assess the risks and find the most appropriate solutions, to assist the purchaser in taking his decision, drafting of all the documentation required for the transaction: - confidentiality agreement, - letter of intent, MOU, - heads of agreement, - put/call options, - share purchase/sale agreements, - representations and warranties agreements, - shareholder agreements, - special undertakings (escrow, non-compete, etc.), - warranties and sureties, - declaration of foreign investments, etc. page 12 - September 2014

M e r g e r s A c q u i s i t i o n s We also provide the following services to our clients: Efficient coordination of the transaction and all parties involved, Mobilisation of the expertise of all our specialists from all of the firm s departments (Labour Law, Intellectual Property, Real Estate, etc.), at all stages of the transaction, Assistance in negotiating price or valuations in parallel with the negotiation of the terms of the seller s representations and warranty conditions, In collaboration with the Economic and International Business Law department, analysis of merger controls in France and the European Union In collaboration with the Tax Law department, assistance with the legal and tax structuring of the transaction and support of the seller individual to optimise his post-sale economic position. Our team also assists companies making public offerings in stock market transactions, transfers of controlling interests and the related reporting to the AMF (authorisation, exemption, threshold-crossing declarations, etc.). In the case of distressed M&A transactions, we capitalise on the expertise of our dedicated restructuring team in the context of court-supervised receiverships, conciliation and corporate turnaround proceedings. Finally, our team handles litigation arising in connection with M&A transactions (breach of representations and warranties agreements. page 13 - September 2014

Specialised Departments in France D r o i t p u b l i c d e s a f f a i r e s D a n i e l C H AU S S E,, Frédéric L E V Y, M o n i q u e A M B A L, Frédérique O L I V I E R, I s a b e l l e C A RTO N d e G R A M M O N T, D av i d G U I L LOT, L a u r a C E CC A R E L L I - L E G U E N, Jean-François BIZET, Michaël MOUSSAULT, Jean-Marc POISSON, Nathalie SULTAN, François DAUCHY, Claire PENDRED, Clément MORTINI, Clémentine LIET VEAUX, Olivier TOUBIANA, Aurélie DA SILVA, Jennifer HALTER, Myriam TRAVERSE, Sylvain MAISONNEUVE, Nicolas ALBRESPY, Marie-Charlotte GUILLOU, Bénédicte de CAVEL D r o i t i m m o b i l i e r O l i v i e r FAG E S, M a r i e - P i e r re A L I X, Florence B O U T H I L L I E R, Va l é r i e M A R A I S, Va l é r i e D E S F O R G E S, S é b a s t i e n L E G R I X D E L A S A L L E, Vanessa BELLAHSEN-MARJOUX, Ophélie ROSSI, Isabelle BONARDI, Caroline NETTER, Stéphanie de LAROULLIERE, Edouard SCHOENKE, Loriane ZEINI, Céline AMIEL- ATTAL D r o i t d e l e n v i r o n n e m e n t e t d u d é v e l o p p e m e n t d u r a b l e Frédéric L E V Y, J e a n - Louis L E S Q U I N S, G régor y G U T I E R R E Z, L a u r a C E CC A R E L L I - L E G U E N, Emmanuelle MOREAU, Laurence ANDRE C o n c u r r e n c e, D i s t r i b u t i o n, C o n s o m m a t i o n X av i e r L AC A Z E, D i m i t r i D E L E S A L L E, L a u rent F R A N CO I S M A RTIN, CAUWELAERT, Romain BOURGADE Jean-Louis LESQUINS, Fabrice Van C o n t r a t s e t C o n t e n t i e u x C o m m e r c i a l B e r t r a n d P OTOT, M a r i e - C h r i s t i n e M E R G N Y, S a n d r a D O R I ZON D r o i t d e l a P r o p r i é t é I n t e l l e c t u e l l e e t d e l I n n o v a t i o n B e r t r a n d P OTOT, C at h e r i n e V E R N E R E T, C l o t h i l d e D E L B E CQ, Mathieu SALVIA, Marie Ludivine FACON, Jean- Marc LEONELLI, Isabel CARVALINHA D r o i t d e l I n f o r m a t i q u e, d u N u m é r i q u e e t d e s D o n n é e s P e r s o n n e l l e s Arnaud TESSALONIKOS, Camille DIOTEL, Géraldine MARONNE, Anne LAMBERT-FAVREAU S o c i é t é s J é rôme LO M B A R D - P L AT E T, B e r n a rd T É Z É, A r n a u d B U R G, B e n o î t C H A R R I E R E B O U R N A Z E L, Jean-Pierre THUILLANT, Arnaud LANGLAIS, Anne de SEZE, Marie TRECAN, Virginie FLORANCE, Alexandra NGUON, Henrick EMERIAU, Véronique GEORGES, Isabelle HABERER, Dienaba CAMARA R e s t r u c t u r i n g Martine ZERVUDACKI FARNIER, Jean Charles GANCIA, Thomas OBA JTEK, Marie CRUMIERE D r o i t f i s c a l J e a n - Luc RAFFY, C h r i s tophe BILLET, Marie-Anne CHARBONNIER, Aurélie MAUSOLE, Anita AUVRAY D r o i t s o c i a l C at h e r i n e B R U N LO R E N Z I, Pat r i c i a J E A N N I N, Elsa LEDERLIN, Florence THEODOSE, Soazig PRETESEILLE, Camille LE BRETON, Charline COSMAO, Amandine LEFEBVRE, Laura ROGUES, Ronan BERNARD-MENORET P ô l e i n t e r n a t i o n a l O l i v i e r M O N A N G E, J e a n - M a r i e S A LVA, Xinyu HU, Chiara POGGI FERRERO, Rodrigo LOUREIRO, Gacia KAZANDJIAN, Valentina PILIA, Sylvain GUELTON, Lisbeth LANVERS SHAH, André KARG, Lan PHUONG, Haiyan CAI, Diane ZHOU, Reiga SHIMIZU L e s é q u i p e s d e D S AV O C AT S e n A s i e s o n t c o m p o s é e s d u n e c i n q u a n t a i n e d a v o c a t s e t j u - r i s t e s.

Certification ISO 9001 version 2008 T h e f i r m o f D S A v o c a t s o b t a i n e d t h e I S O 9 0 0 1 c e r t i f i c a t i o n v e r s i o n 2 0 0 8. The certification under the international standard ISO 9001 is a guarantee that an organisation has recognised efficiency in all its operating methods, taking into account its changing needs in terms of the demand for quality. This certification, which bears witness of the efficiency of its teams with their optimisation of the working methods and the attention paid to listening to its clients and their satisfaction, is also statement the firm s determination to guarantee its clients quality support in all its offices.

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