Derivatives, Structured Products and

October 2012

Table of contents Derivatives, Structured Products and Structured Finance...... 1

Our people – brief CVs...... 3

The benefits of working with CMS...... 7

Adding further value to our relationship...... 8

Derivatives, Structured Products and Structured Finance

CMS Cameron McKenna LLP contains a dedicated team (“the Team”) offering a range of transactional and advisory services for all aspects of derivatives, structured products and structured finance transactions. It has an extremely strong and well-balanced client base which includes leading banks, clearing banks and asset and investment managers as well as a large variety of institutional and corporate clients, trustees and pension schemes.

The Team is part of the wider and Products Group (“the Group”), which is one of the largest in the UK and dedicated to financial services work. The Group is well known for its technical and market expertise. The Team also forms a part of CMS’s International Capital Markets practice comprising more than 100 lawyers across 23 jurisdictions.

The Team has expertise in the following product areas:

Securitised derivatives and structured products

The Team advises on all areas of and wholesale securitised derivatives and structured products from flow issuances of retail structured notes, warrants and certificates to highly bespoke structured deposits, repackagings, equity, credit and fund linked notes and CPPI products.

OTC derivatives

The Team advises on credit, equity, fund, commodity, , , weather, energy, property, inflation and other over-the-counter (OTC) derivatives and regularly prepares and negotiates all forms of documentation in the derivatives market.

Clearing

The Team combines leading derivatives, clearing, regulatory and insolvency expertise to advise on developments in the clearing of OTC derivatives, membership of central clearing houses, clearing rules, collateral transformation and regulatory change.

Repos and lending

The Team advises on all forms of sale and repurchase and stock lending arrangements, including their use in innovative structured transactions to manage and provide funding solutions.

Funding and liquidity transactions

The Team advises on secured funding and liquidity transactions effected through structured repos, securities lending, collateralised bonds, CLOs, total return swaps and other similar arrangements. The Team also has expertise in advising on collateralised funding platforms and structures for access to the central bank liquidity schemes.

Strategic equity derivatives and equity financing

The Team frequently advises on bespoke, strategic equity financing and refinancing transactions that use equity derivatives as part of their funding structure, as well as stakebuilding transactions, buybacks, convertible hedging and other corporate finance strategies. The team also advises on the syndication of equity

1

financing transactions by various means (including credit derivatives) as well as all related cross-border and intercreditor arrangements.

Proprietary indices

The Team has market leading expertise and regularly advises leading investment banks in relation to proprietary commodities, rates and equity indices (including for emerging markets).

Insurance risk and capital

The Team has extensive experience in alternative risk transfer and finance, advising on transactions at the interface between the insurance and capital markets. Our expertise encompasses both life and non-life risks and the full range of “legal” techniques, from complex and structured (re)insurances through to derivatives and risk securitisations. We have particular experience of associated collateral and other credit support arrangements, and a leading reputation in the rapidly evolving longevity risk market (with our multi-disciplinary Team having advised on many of the largest longevity transactions announced to date in the UK and beyond).

Hedging of bank lending and securitisation transactions

The Team provides support for the global CMS finance practice, advising clients on interest rate, currency, inflation and commodity hedging aspects of their financing transactions and securitisations. The Team also has considerable experience of managing large due diligence projects in respect of CDOs, CLOs and securitisations following downgrades of counterparties over the past four years.

Financial guarantees

The Team advises on bespoke financial guarantees (often using credit technology) which are sensitive to accounting, credit, operational, regulatory and reputational risks.

Regulatory advice

The Group /is a market leader in providing advice to financial institutions on a wide range of regulatory matters on both the non-contentious side (e.g. arising out of the Prospectus Directive, MiFID and EMIR) and contentious side (e.g. arising out of any enforcement matters from potential or actual breaches, market abuse issues, etc.).

Restructuring and insolvency

The Team is a market leader in the area of Lehmans trading, having advised many of the leading players in relation to the purchase and trading of Lehmans derivative and claims. We are also heavily involved in the trading of claims relating to Icelandic banks. Our clients also use our combined expertise in securitised derivatives and structured products, to produce specific solutions for funding purchases of claims.

Master agreement negotiations

The Team negotiates of a wide range of master agreements (including ISDA, GMRA, GMSLA, EFET, GTMA, IETA) on behalf of a range of banks, corporates, and investment managers.

2

Our people – brief CVs

Will advises leading investment and retail banks as well as other financial institutions and corporates on a wide range of derivatives and structured products. Will specialises in derivative securities and advises on both wholesale and retail structured product offerings linked

to a wide range of asset classes including equities, funds, commodities, indices and rates. Ranked as a leading individual in Derivatives and Will Dibble Structured Products by The Legal 500, Will is, according to The Legal Partner, Financial Services and 500 (2010), “an incredibly safe pair of hands” and, according to The Products Legal 500 (2011), “an expert in his field, and worth every penny on  +44 (0)20 7367 3378  [email protected] complex deals”.

Jason advises leading financial institutions and corporates in all areas of the capital markets and on a wide range of derivatives. Ranked as a leading individual in Derivatives and Structured Products by The Legal 500, Jason Harding is according to The Legal 500 (2012), “very

highly rated”, “always responsive and very knowledgeable” and “commercial and appreciative of client perspectives”. Chambers UK Jason Harding 2012 which states “The "impressive" Jason Harding has had a very Partner, Financial Services and active year advising a lengthy roster of financial institutions and Products corporates, primarily on OTC derivatives.”. Jason is regular speaker on  +44 (0)20 7367 3138  [email protected] debt capital markets and derivatives matters.

Having joined CMS in 2002, Michael became a partner in 2012 and has extensive experience advising on a range of debt capital markets, derivatives and structured finance transactions. He advises banks, issuers and trustees on the issue and restructuring of standalone debt

issues and debt issuance programmes, including project bonds, retail

bonds and medium term note programmes. He also has extensive Michael Cavers experience advising on securitisation transactions and is recognised in Partner, Financial Services and this field by The Legal 500 (2012) for his “fantastic attention to detail”. Products Michael also advises on fund and other derivatives transactions. He has  +44 (0)20 7367 3413  [email protected] a range of experience covering deals including loan-linked hedging, credit linked notes, a large range of retail structured products issuances and various equity-linked derivative transactions.

3

Nigel has extensive experience of a broad range of capital markets transactions, with a particular focus on OTC derivatives, structured products and structured finance transactions. Nigel's practice includes advising investment banks, retail banks, end users and service

providers in relation to derivatives, repos and stock lending, derivative- linked debt securities, repackagings, CLOs, CDOs, structured products Nigel Dickinson and complex liquidity, regulatory capital, accounting, tax, risk-transfer Partner, Financial Services and and funding transactions. Nigel also advises on the clearing of OTC Products derivatives, regulatory change, collateral arrangements and default  +44 (0)20 7367 2087 management.  nigel.dickinson@cms- cmck.com

Mike specialises in complex insurance, reinsurance and alternative

risk transfer, and works with a diverse range of financial institution clients (including major (re)insurers, investment banks, captives and professional advisors) involved in domestic and international risk transfer markets. Mike’s expertise encompasses both non-life and

life risks, with particular recent experience of pensions and annuity Mike Munro de-risking transactions, including longevity swaps. He also has Partner, Financial Services and extensive experience of high value contentious matters in the Products financial services sector.  +44 (0)20 7367 3315  [email protected] James' practice spans domestic and international corporate,

insurance, reinsurance and other risk transfer transactions across

both life and general insurance. James has particular experience in the life, pensions and annuities markets where he has advised banks, insurance and reinsurance companies on many of the largest and most innovative transactions to date, including longevity

insurances, longevity derivatives, pension buy-ins and bulk annuity James Parker “backbook” transactions. James is recommended in Legal 500 as Partner, Financial Services and Products “well regarded for longevity transactions, pensions and security  +44 (0)20 7367 3316 collateral arrangements” and described as “commercial, contactable  [email protected] and personable”.

4

Daniel is a US securities lawyer and leads the firm’s International Capital Markets practice. His practice focuses on representing US, UK, European and Asian investment banks and corporate issuers in a wide range of securities transactions, including Rule 144A and Regulation S

equity and debt offerings; Category 3, Regulation S transactions for US companies listing in the United Kingdom; rights offerings; exchange Daniel Winterfeldt offers; equity-linked securities offerings; initial public offerings and Partner, Financial Services and secondary and follow-on offerings of equity securities, including SEC- Products registered transactions. He also provides ongoing US securities advice  +44 (0)20 7367 2700  daniel.winterfeldt@cms- to The on Regulation S, Rule 144A and cmck.com Regulation D.

Ash advises clients on a wide range of financial services, regulatory, commercial and related matters, including on authorisation and permissions, approved persons, ongoing compliance and conduct of business requirements, client money and assets, product design and distribution, cross border business, financial crime issues (insider dealing and market abuse, bribery and corruption, fraud and money Ash Saluja laundering), governance and systems and controls requirements, as Partner, Financial Services and well as the regulatory aspects of mergers and acquisitions, Products restructurings, joint ventures and outsourcings.  +44 (0)20 7367 2734  [email protected]

Paul Edmondson heads up the Financial Services and Products Group. With over 20 years experience at CMS, Paul advises financial institutions on regulatory issues and related commercial agreements and transactions. His clients include a range of leading banks,

insurance companies, fund managers and brokers. Paul’s practice is based on a deep understanding of regulation and its impact on the Paul Edmondson financial services industry. He provides regulatory advice to clients, for Partner, Financial Services and example on the scope of regulation, the requirements of FSA rules, Products European legislation and dealing with the regulators. However, he also  +44 (0)20 7367 2877  paul.edmondson@cms- uses his regulatory expertise to advise on related issues such as cmck.com product development, distribution and outsourcing agreements and transactional work, including reorganisations, acquisitions and Part VII transfers.

5

Simon Morris is the senior member of CMS London’s Financial Services and Products Group with extensive experience of contentious

regulatory issues, having advised on over 300 investigation, contested supervisory, market conduct, enforcement and disciplinary cases brought by UK and overseas regulators. Simon is a member of the City of London Law Society’s Regulatory Law Committee, is author of a standard textbook on UK financial services law (third edition Simon Morris forthcoming), advised on drafting parliamentary amendment to the 2000 Partner, Financial Services and Products and 2012 financial services legislation and was named as best  +44 (0)20 7367 2702 regulatory lawyer of 2008 at Complinet’s Fourth Annual Compliance  [email protected] Awards.

6

The benefits of working with CMS

CMS is a leading legal service provider and has the most extensive presence across Europe; it has more than 5,000 people and 2,800 lawyers working across 52 cities in 29 countries.

We provide legal, regulatory and tax services to financial institutions of all kinds, with expertise in the retail, commercial and wholesale markets. We understand that financial institutions face legal and regulatory challenges when they expand into new markets in Europe or operate across national borders. Working with CMS provides an ideal solution for cross-border or pan-European assignments.

Throughout Europe our people are immersed in the local culture and understand the legal landscape. It means our clients benefit from high quality expertise wherever they need it in Europe, delivered in the local context; for example our offices have fostered excellent relationships with local regulators.

Our industry specialists meet and talk regularly, and know each other well. We are heavily involved in topical issues, and regularly publish thought leadership papers.

We work hard to ensure consistent standards and the same fast response from any part of our network. Our clients develop direct relationships with offices and partners across CMS. We also undertake cross-border assignments using a ‘one-call’ service. A single call to the lead partner and we can launch and then co- ordinate the delivery of the advice required across our European team.

7

Adding further value to our relationship

As you would expect from a leading law firm, we offer a complete range of added value services, including an innovative Knowledge Management audit which won the Lexis Nexis award for excellence in the use of IT systems in 2005. Unlike many professional advisers, our ethos is to leave a legacy of knowledge rather than acting on a purely transactional basis.

We provide our clients with the following information about the additional services we offer, working with them to understand their priorities and then developing a bespoke plan.

Service type Details Benefits to clients  We understand that you may  Use our legal expertise and Training seminars – need legal training both for your immersion in the financial in-house in-house team, but also key services sector to ensure best business executives practice within your business.  We have developed bespoke We can help you ensure training courses for clients, consistency of knowledge within which have been praised for your in-house legal team their content. We deliver  We have helped clients feel tailored training and have better prepared for the ready-to-go materials on a wide challenges and opportunities range of topics, a list of which that are facing the financial can be provided on request. services industry which can give  We recommend a combination a competitive advantage of webinars as well as face-to-  We can deliver a platform for face sessions. Alternatively, our knowledge sharing between both advanced e-learning our teams on a non-case programme can be tailored to specific activities and topics. your business to provide a detailed online training approach to key issues.  We run tailored workshops and  We can offer clients access to a Training seminars – panel discussions for and with programme of over 80 events general client our clients in order to develop each year in London and programme and share commercial and Edinburgh. technical expertise  Training events range from smaller ‘lunch and learn’ events to much larger formal seminars in our dedicated lecture theatre.  We would propose that you  An easy to access, surgery Advice line would not be billed for any solution for simple enquiries. provision advice for the first 15 minutes This gives you the opportunity to on any matter discussed scope matters prior to the clock through the helpline running thereby reducing  We would provide you with a unplanned legal spend hotline contact card so that  Regular reports with regards to your users know exactly who to clients’ usage providing a good call for particular issues. snapshot of key issues and team needs.

8

 Online billing solutions provide  Our solution allows clients to Online billing an accurate, efficient solution receive detailed information and for major clients and we would analysis with the ability to be happy to provide this for manipulate the data to suit your you. We submit online bills in needs. the LEDES format via a number of e-billing systems including Tymetrix, Serengeti, and Litigation Advisor.  We produce a number of  Clients’ legal services team will Publications, publications and updates for receive up-to-date legal news updates and clients that cover the latest and market insights from our subscriptions legal and business team of specialists developments  We offer the opportunity to  We can also offer you Law- integrate our newsfeeds into Now, our market-leading, free your intranet so that our latest email alert and online law know-how and insights are information service, which easily accessible. provides a fully searchable archive of over 3,000 articles, guides and cases.  We provide secondees and  We believe in making secondees Secondments and reverse secondments to a available because it strengthens reverse number of our clients and the relationship between us and secondments would be happy to arrange this helps build trust and with you, subject to cost and understanding availability. We can offer  We can help with capacity expertise whenever you need it. management and provide a flexibility resource at all levels of experience.  We are happy to provide  We can give you access to up- Precedent precedent documents and to-date documentation used by documents and templates for use by your in- experts across our firm. templates house legal team.  We can assist in a full audit of  Clients will be able to draw upon Knowledge your in-house knowledge the extensive skills of our award- Management systems. Kate Stanfield, our winning Knowledge award-winning Head of Management team and ensure Knowledge Management, has that we are contributing broad experience of working effectively to augment this. with our clients to ensure they have the best systems and processes in place to provide the know-how you require.  We are happy to provide you  Access to the knowledge Access to research with access to our firm’s resources of a major tools comprehensive legal library international law firm, offering (“the Exchange”) and dedicated potential savings on your information service, staffed by overheads. qualified information professionals  The Exchange offers an extensive range of international legal, business and reference sources, both in hard copy and electronic form, together with a research and enquiry service.

9

 Through our extranet site we  We offer a central location for A client extranet can create secure areas that sharing information, relating to can contain a range of all work activities and additional information for you and your services, that is accessible team. It will give you access to irrespective of location or time. the latest documents and progress reports on current matters, key documents on past matters, client service team information, precedent documentation, meeting reports and billing information. Materials from seminars and training sessions would also be accessible.

10

The information held in this publication is for general purposes and guidance only and does not purport to constitute legal or professional advice.

CMS Cameron McKenna LLP is a limited liability partnership registered in England and Wales with registration number OC310335. It is able to provide international legal services to clients utilising, where appropriate, the services of its associated international offices. The associated international offices of CMS Cameron McKenna LLP are separate and distinct from it. We use the word "partner" to refer to a member, or an employee or consultant with equivalent standing and qualifications.

Further information about the firm can be found at www.cms-cmck.com

CMS Cameron McKenna LLP is a member of CMS, the organisation of nine European law firms providing businesses with legal and tax services in 29 jurisdictions, with 54 offices in Western and Central Europe and beyond. CMS aims to be recognised as the best European provider of legal and tax services. Clients say that what makes CMS special is a combination of three things: strong, trusted client relationships, high quality advice and industry specialisation. CMS combines deep local expertise and the most extensive presence in Europe with cross-border consistency and coordination.

Further information can be found at www.cmslegal.com

© CMS Cameron McKenna LLP

Registered address: Mitre House, 160 Aldersgate Street, London EC1A 4DD.