Global financial investors group Overview

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Private Equity Team Ranked 1st Rated Tier 1 for of the Year for global cross-border deals with The Legal 500 Pacific 2016 () financial investor involvement Financial News Awards 2016 (by both deal value and volume) in 2016 Thomson Reuters

PE Deal of the Year Ranked 1st M&A Deal of the Year ’s and Hannover Re’s acquisition of for announced Jan 2015-Dec 2016 – Tesco’s US$6.4bn sale of Korean supermarket Heidelberger Leben each in and in (by value) chain Homeplus to a consortium of financial investors Mergermarket The Asian Lawyer – Asia Legal Awards 2016 PE Team of the Year FinanceAsia Awards 2015 IFLR European Awards 2015

Well known for its integrated approach to complex Ranked in Tier 1 for Outstanding track-record of acting for cross-border matters. [...] Rated for its grasp of global and regional private equity clients in recent developments, with experience advising large-cap buyouts as the cross-border M&A transactions. private equity houses on co-investment and Chambers Global – Corporate and M&A, entering emerging markets. only law firm in Germany Middle East-wide 2016 Chambers Global – Private Equity 2015 Juve Handbook 2015/2016

One in five of our deals over M&A Deal of the Year US$1bn has financial The acquisition of a minority stake in the emerging markets business of leading investor involvement. regional education firm GEMS Education by a consortium led by Fajr Capital IFLR Middle East Awards 2015 Print slide

Contents

Introduction………………………………………………………………………………………. 4 We work worldwide……………………………………………………………………...... 5 Key buyside deals……………………………………………………………………………….. 6 Key exits – IPOs and placements…………………………………………………...... 8 Key exits – trade sales and secondaries…………………………………………………. 9 Infrastructure deals…………………………………………………………………………….. 10 SWF deals………………………………………………………………………………………….. 11 Real estate deals…………………………………………………………………………………. 12 Alternative capital providers………………………………………………………………… 13 Consortium deals………………………………………………………………………………… 14 Minority and strategic investments……………………………………………………….. 15 Portfolio work…………………………………………………………………………………….. 16 Investments in the sector………………………………………….... 17 Investments in new markets……………………………………………………………….... 18 Investments in energy assets………………………………………………………………… 19

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Introduction

Our global financial investors group brings together our international Adrian Maguire Global Financial Investors experience acting for private equity funds, infrastructure funds, pension Group, Co-head funds, real estate funds, sovereign wealth funds and alternative capital T +44 20 7785 2962 E adrian.maguire@ providers. The group meets the needs of our financial investor clients freshfields.com as their investment strategies take them into new markets and they experience increasing convergence across the investor spectrum. Markus Paul Global Financial Investors Group, Co-head Therefore, it is no longer enough, from 2. works across markets, geographies and T +49 69 27 30 84 14 an advisory perspective, to focus on the financial investor types; and E markus.paul@ traditional client silos and look at the freshfields.com markets on a country-by-country or 3. shares with you trends, deal terms and regional basis. Our global financial transaction techniques across the investors group: spectrum.

1. brings together a tailored industry- We hope you find this overview interesting. focused team that will provide you If you have any questions, please contact with fully integrated advice on deal- your usual relationship team, or one of us. structuring and execution, acquisition financing, fund structuring, tax, competition and regulatory aspects wherever you need it;

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We work worldwide

Our network is built on talent, and we work wherever our clients need us. We choose the best team of lawyers for every transaction, rather than whoever happens to be on the ground.

The world is easier to navigate when you work with Freshfields. Clients find that our ability to quickly assemble multi-skilled teams, and integrate across the legal and tax disciplines, truly sets us apart. They feel in a stronger position to achieve their goals – whether they are in pursuit of a deal, or find themselves playing defence in a dispute or investigation. This may be why we have advised on more cross-border M&A deals over the last five years than any other law firm. ‘If you need a firm that can pull together people in 20 jurisdictions in a minute, this is the firm for you.’ Chambers Europe 2013

5 Key buyside deals

Advent International invests in V.Group Carlyle acquires Atotech Cinven and CPPIB acquire Hotelbeds Group Advent on its acquisition of a majority stake in on its US$3.2bn acquisition of Cinven and the Canada Pension Plan Investment V.Group, the leading global maritime service provider, Atotech from Total, the global integrated oil and Board on the €1.165bn acquisition of Hotelbeds Group, from OMERS Private Equity. OMERS will reinvest and gas company. the world’s leading B2B bedbank, from TUI. the management team will retain a minority stake in V.Group.

CVC invests in Hasegawa EQT acquires Building and Facility unit invests in Argus Media CVC Capital Partners on its acquisition of a majority EQT on its acquisition of the Bilfinger SE’s ‘Building General Atlantic on its majority investment in Argus stake in Hasegawa Holdings, a fast growing service and Facility’ business (Facility Management, Real Media Limited, the second largest commodity price provider of senior home, nursery school and cleaning Estate Advisory, Building). reporting agency in the world. services in Japan.

6 acquires Tricor Permira acquires Schustermann & Borenstein Permira acquires P&I Permira on its acquisition of Tricor, the leading Permira on its acquisition of Schustermann & Permira on its acquisition of a majority stake in provider of integrated business, corporate and Borenstein, the leading German omnichannel P&I Personal & Informatik Group, a leading investor services in Asia Pacific. premium fashion retailer, from Ardian. German provider of integrated HR software. The current owner HgCapital will continue to hold a minority stake.

TPG invests in Transporeon builds webhosting platform Warburg Pincus invests in Reiss TPG Capital on its acquisition of a majority stake Warburg Pincus on its acquisition of a 33.33 per cent Warburg Pincus on its acquisition of a majority stake in Transporeon, a Germany-based company engaged stake in 1&1 Internet, the webhosting business of in Reiss Holdings, owner of the global fashion and in providing web based centralised transport United Internet, as well as on the subsequent accessories brand REISS. management software, from The Riverside Company, acquisition of Strato, the webhosting provider owned the US-based private equity firm, and other by Deutsche Telekom. shareholders.

7 Key exits – IPOs and placements

Abraaj exits Cleopatra Hospitals Apax exits Sophos Cinven exits Sponsors exit Avolon The Abraaj Group and Cleopatra Apax and Sophos Group, a global Cinven and Spire Healthcare Group, the Aircraft leasing group Avolon’s principal Hospital Company, the largest private provider of IT security and data second largest operator in the UK private shareholders Cinven, CVC, Oak Hill hospital group in Egypt, on the IPO of protection solutions, on Sophos’ independent acute healthcare sector by Capital Partners and GIC on Avolon’s Cleopatra Hospital Company on the £1.013bn IPO and premium revenue and portfolio company of IPO and listing on the NYSE. Egyptian Exchange. listing. Cinven, on Spire Healthcare ’s IPO.

CVC exits HKBN EQT exits SSP Permira exits Hugo Boss Warburg Pincus exits Poundland CVC and Hong Kong Broadband EQT and SSP Group, the airport and rail Permira on its €5bn exit from its Warburg Pincus and Poundland Group, Network on HKBN’s US$750m IPO on station food retailer, on SSP’s ₤1bn IPO investment in Hugo Boss, the leading the largest single-price value general the Hong Kong Stock Exchange. HKBN and London premium listing. supplier in the upper premium segment merchandise retailer in Europe, on is the largest provider of residential fibre of the global apparel market. Poundland’s £750m IPO and London broadband services in Hong Kong by premium listing; as well as on the number of residential subscriptions. subsequent placement of further shares.

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Key exits - Trade sales and secondaries

Advent exits Priory Group Blackstone spins-off advisory Cinven exits Host Europe Group CVC exits on its £1.5bn services Cinven on its €1.69bn sale of the Host CVC Capital Partners and Formula One disposal of the Priory Group, the leading Blackstone on the (non-US) regulatory Europe Group, the largest privately- Group, which is responsible for the provider of behavioural healthcare issues of the spin-off of its financial and owned web services provider in Europe, promotion of the FIA Formula One services in the UK, to US public company strategic advisory services, restructuring to GoDaddy, the world's largest cloud World Championship, on the US$8bn Acadia Healthcare. and reorganisation advisory services and platform. sale of F1 to . Park Hill Group businesses, which had been combined with PJT Capital.

EQT exits BSN medical Consortium sells stake in OTPP exits ANV Holding Tinicum exits Breeze-Eastern EQT on its €2.74bn sale of BSN medical, Saham Finances Ontario Teachers’ Pension Plan on its Tinicum’ s public portfolio company the leading global medical device International Finance Corporation, IFC sale of ANV Holding, the Dutch Breeze-Eastern, the leading global company, to Svenska Cellulosa African, Latin American and Caribbean headquartered specialty designer and manufacturer of high Aktiebolaget (SCA); the transaction was Fund as well as The Abraaj Group on the business, to a subsidiary of NASDAQ- performance lifting and pulling devices run as a dual track process (on which we sale of a combined 30 per cent stake of listed AmTrust Financial Services. for military and civilian aircraft, on its also advised). Morocco-based Saham Finances to US$206m sale to TransDigm Group. Sanlam, the largest insurer in Africa.

9 Infrastructure deals

Consortium acquires London City Airport Arcus sells Shere Group iCON acquires Capstone Infrastructure A consortium comprising Alberta Investment Arcus Infrastructure Partners on its sale of a 97.8 per iCON Infrastructure Partners on its acquisition of Management, OMERS, Ontario Teachers’ Pension Plan cent stake in Shere Group to Cellnex Telecom, Canada-listed Capstone Infrastructure Corporation, and Wren House (the infrastructure investing arm of a Spanish listed company which owns and operates the leading owner and operator of diversified the Investment Authority) on its agreement to mobile telecom towers throughout Europe. infrastructure businesses. acquire the company that owns and operates London City Airport.

Japanese airports privatised PGGM´s joint venture with American Tower Investor sells stake in Southern Water New Kansai International Airport Company, a wholly Corporation A financial investor on its sale of its minority stake owned subsidiary of the Government of Japan, on its Dutch PGGM on the formation of a in Southern Water, the water and sewerage company grant of concession right for the operation of Kansai joint venture with American Tower Corporation, covering the south eastern part of the . International Airport and Osaka International Airport which will focus on pursuing telecoms real estate to financial services group ORIX and VINCI Airports investment opportunities in selected countries in for US$18bn. Europe.

10 SWF deals

Mumtalakat invests in Gulf Cryo Consortium acquires LeasePlan GIC’s investment in RAC Bahrain Mumtalakat Holding Company GIC, as part of a consortium, on the GIC on its continued investment in on its acquisition of a minority equity €3.7bn acquisition of LeasePlan RAC, the second-largest roadside stake in Gulf Cryo, the leading Corporation, the global leader in fleet assistance provider across the UK, manufacturer, distributor and service management and driver mobility, from in connection with the sale by Carlyle provider of industrial gases in MENA. Global Mobility Holding. of its stake in the business to CVC Capital Partners.

Strategic alliance between AS QIA’s commercial property in SWF acquires property in London Temasek acquires GTT Watson Holdings and Temasek London Qatari Algerian Investment Company on Temasek on its acquisition of 100 per Hutchison Whampoa on the Investment Authority on the its acquisition of a 40 per cent stake in cent of Total’s remaining stake in GTT establishment of a US$5.6bn strategic £678m refinancing of its acquisition 99 Bishopsgate. (Gaztransport & Technigaz), the leading alliance between its subsidiary AS of 8 Canada Square – HSBC’s London designer of membrane containment Watson Holdings, the largest HQ – in one of the largest single asset systems for the maritime transportation international health and beauty retailer financings in the real estate market in and storage of Liquefied Natural Gas, in Asia and Europe, and Temasek. 2015. which accounts for 10.4 per cent of the capital of GTT.

11 Real estate deals

Ares acquires office portfolio Blackstone exits resort operator Brookfield and Starwood sell GIC invests in student Real Estate on its Blackstone on its sale of Center Parcs UK ‘Interhotel’ portfolio accommodation €400m acquisition of a 240,000-square- to funds managed by Brookfield Property Brookfield and Starwood Capital on the GIC, as majority stakeholder, on its joint metre office portfolio of 30 properties Partners; we have also advised Center sale of the ‘Interhotel’ portfolio of nine ventures with GSA for the acquisitions of located across six European countries Parcs on a £490m refinancing solution. hotels located in major cities across a 7,150 bed UK student accommodation from IVG and on disposals of portfolio Eastern Germany. portfolio from Oaktree Capital assets in France, Spain and the UK. Management, and the Headquarter portfolio of a 938 bed student housing accommodation in four prime German university cities.

TPG and Partners Group acquire TPG and Ivanhoé sell P3 Värde acquires commercial and Warburg Pincus’ real estate shopping centres TPG Real Estate and Ivanhoé Cambridge residential properties joint venture in Indonesia TPG Capital and Partners Group on the on their cycle of ownership of P3 Logistic Värde Partners on its acquisition and Warburg Pincus on its real estate joint acquisition of a portfolio of Italian and Parks, including the acquisition in 2013, financing of a German-wide portfolio venture with PT Nirvana Development Spanish shopping centres from TIAA the €1.4bn long term refinancing and the of 37 commercial and residential in Indonesia. Henderson Real Estate. £2.4bn sale to GIC, one of Europe’s properties. The acquisition was carried largest property transactions of 2016. out by a joint venture with family-owned real estate investment company ACCOM.

12 Alternative capital providers

CarVal’s claims against Sterling Resources restructured Dexter Axle refinanced CarVal in relation to claims owned by one of its Farallon Capital and special situations GSO on the refinancing of Dexter Axle, the leading managed funds against The Joint Administrators of team in relation to an innovative cross-border debt- manufacturer of trailer axles and trailer brakes, Lehman Brothers International (Europe). for-equity transaction in the offshore oil & gas sector. as part of Dexter’s acquisition by Dexter of Alois Kober (AL-KO).

Global Garden Products Group refinanced Pan-European logistics company refinanced refinanced The co-ordinators in connection with the refinancing TPG Real Estate in relation to the US$1.6bn Wind Hellas, the Greek telecom operator, on its of the Global Garden Products group. refinancing across four different facilities and sale to refinancing by way of a senior secured high yield note GIC of the P3 Logistic Parks, specialist owner, and combined equity issuance at its holding company, developer and manager of logistics properties located in which a number of ACPs, including GoldenTree and in 12 European jurisdictions. Cyrus, are significant shareholders.

13 Consortium deals

BC Partners and Holtzbrinck form Consortium acquires GE’s UK Consortium acquires stake in GEMS General Atlantic and OTPP invest joint venture mortgage business Education in Garena Online BC Partners on its agreement with Blackstone Tactical Opportunities, A consortium led by Fajr Capital, General Atlantic and Ontario Teachers’ Holtzbrinck Publishing Group to merge TPG Special Situations Partners and a leading sovereign-backed investment Pension Plan on their respective BC Partners’ Springer Science+Business CarVal Investors on the acquisition of firm, with Blackstone and Mumtalakat, investments in Garena Online, the Media with the majority of Holtzbrinck- ’s US$5.8bn UK the investment arm of the Kingdom of -based consumer internet owned Macmillan Science and home-lending portfolio. Bahrain, as co-investors, on the platform with operations throughout Education. acquisition of a significant minority Southeast Asia. stake in GEMS Education’s emerging markets business.

Consortium invests in Noble Agri MSD Capital invests in UFC QIA and CPPIB on take-private of Tesco sells its Korean business A consortium consisting of affiliates of MSD Capital on its significant Asciano to financial investors HOPU, Temasek, International Finance investment in the US$4bn Qatar Investment Authority and the Tesco on the £4.2bn sale of its Korean Corporation and Standard Chartered of UFC, the world’s best-known mixed Canada Pension Plan Investment Board business, Homeplus, to a group of Private Equity on its follow-on martial arts promotion brand, joining on their respective consortium investors led by MBK Partners and investment in Noble Agri, the company WME-IMG, KKR and Silver Lake. participations in the US$6.74bn take- including CPPIB, PSP Investments and engaged in agricultural trading and private of -listed logistics Temasek – awarded ‘M&A Deal of the processing businesses. business Asciano. Year’ by the The Asian Lawyer and by FinanceAsia.

14 Minority and strategic investments

CPPIB invests in Glencore Agri CDPQ invests in Bombardier Transportation China Media Capital invests in football clubs The Canada Pension Plan Investment Board on its Caisse de Dépôt et Placement du Québec on its US China Media Capital on its investment in City Football acquisition of 40 per cent in Glencore Agriculture $1.5bn investment in Bombardier Transportation Group, the owner of various football clubs including Products valuing Glencore Agri at US$6.25bn. (Investment) UK, a global leader in rail technology. Manchester City FC. The remaining shares will be retained by Glencore.

China Minsheng invests in Luxaviation NBK Capital invests in Seafood Restaurants Nuqul Group invests in FINE China Minsheng Investment on its investment into NBK Capital on its investment in Amo Hamza Seafood Nuqul Group of Jordan on its US$175m minority Luxaviation Group, the leading global private aviation Restaurants Company, the largest seafood restaurant investment by a consortium led by Standard Chartered company, and the setting up of a separate joint venture chain in . Private Equity into FINE Hygienic Holdings, a leading with Luxaviation Group, which has acquired Execujet hygienic paper products manufacturer and one of the Aviation Group. most recognised brands in the Middle East.

15 Portfolio work

EQT’s Auris acquires audibene OEP’s Duran Group acquires producer of Paine’s Icicle sold to Cooke Seafoods Auris Holding, a portfolio company of EQT, on its scientific and laboratory glassware Icicle Holdings, one of the largest and most diversified acquisition of all shares in audibene, an information Duran Group, a portfolio company of One Equity seafood companies in and a portfolio and service internet portal for better hearing. Partners, on its US$131m acquisition of Kimble Chase company of firm client Paine & Partners, on its sale to Life Sciences & Research Products from Gerresheimer Cooke Seafoods. and Chase Scientific Glass.

Add-on acquisition for Cinven and Visma acquire e-conomic WireCo WorldGroup’s recapitalisation Network International as well as its shareholders Cinven and its investee company Visma on the WireCo WorldGroup on its over US$1bn debt and Warburg Pincus and General Atlantic on the acquisition of e-conomic, a leading European software- equity recapitalisation, including refinancing US acquisition of Emerging Markets Payments Group as-a-service accounting-solutions provider based in $825m of existing debt and a US$260m majority from London-based emerging markets private equity Denmark, from HgCapital. equity investment by Onex Capital. firm Actis.

16 Investments in the financial services sector

Blackstone’s financial services portfolio Burford Capital acquires of GKC Holdings Cinven builds insurance platform in Italy on its acquisition of Lombard Burford Capital on its $160m acquisition of GKC Cinven on its acquisition of Ergo Italia, a subsidiary International Assurance as well as Lombard on its later Holdings, the parent company of Chicago-based of the German insurance group ERGO, as well as on bolt-on acquisition of Zurich Eurolife’s private banking litigation finance and asset management firm Gerchen the subsequent acquisition of Old Mutual Wealth Italy solutions business and related in-force portfolio. Keller Capital, combining the two largest litigation and integration in Ergo Italia. finance players in the world.

EQT invests in Nordic Aviation Capital Henderson Group forms leading global Permira and Tilney Bestinvest acquire EQT on its acquisition of a majority stake in Nordic asset manager wealth management firms Aviation Capital, a leading aircraft-leasing company Henderson Group on its US$6bn all stock merger of Permira and its portfolio company Tilney Bestinvest based in Denmark and the world’s largest lessor of equals with Janus Capital to form Janus Henderson on the acquisitions of Ingenious Asset Management turboprop aircraft to the airline industry. Global Investors, a leading global active asset manager and Towry; the combination will create one of the with AuM of more than US$320bn. leading UK wealth management firms.

17 Investments in new markets

Abraaj invests in sub-Saharan Abraaj forms partnership to build Abraaj invests in Nigeria CPPIB invests in India Africa renewable energy platform The Abraaj Group on its acquisition of 90 The Canada Pension Plan Investment The Abraaj Group on its acquisition of a The Abraaj Group on its partnership with per cent of Mouka, one of Nigeria’s Board in relation to the international law minority interest in Indorama Eleme the Aditya Birla Group to build a largest mattress manufacturers, from aspects of its US$332m investment in Fertilizer & Chemicals, the largest urea gigawatt scale renewable energy platform Actis and the founding family, with the L&T Infrastructure Developments fertiliser manufacturer in sub-Saharan focused on developing solar power plants latter retaining the minority stake. Projects, the largest engineering and Africa. in India. construction company in India, and its US$525m investment agreement with Kotak Mahindra Bank.

CVC exits Indonesia-based Permira invests in Africa Warburg Pincus invests in Vietnam European private equity firms Matahari Permira on its acquisition of Teraco Data A consortium led by Warburg Pincus on invest in Iran CVC Capital Partners on the global Environments, the sub-Saharan Africa’s its US$200m investment in Vincom Four European private equity firms on offering of approximately 40 per cent of leading provider of carrier neutral Retail and strategic alliance with the acquisition of a 45 per cent stake in the issued share capital of leading datacentre services, in partnership with Vingroup Joint Stock Company, the a major Iranian e-commerce business. Indonesian retailer Matahari management. largest ever initial investment by private Department Store as well as on the sale equity into Vietnam. of its remaining stake through a series of block trades and private placements.

18 Investments in energy assets

ArcLight acquires gas assets Consortium acquires Bord Gáis Energy ArcLight Capital Partners and its subsidiary North Sea iCon Infrastructure, and Brookfield Midstream Partners on the £585m acquisition of Renewable on the €1.1bn acquisition of Bord Gáis Total’s 100 per cent operated interest in the Frigg Energy. natural gas pipeline and the St Fergus Gas Terminal and Total’s 67 per cent operated interest in the SIRGES gas pipeline.

First Reserve’s continued energy investments KKR energy platform acquisitions OTPP and PSP invest in renewable energy and First Reserve, the global energy-focused private equity KKR’s energy platform, Mandala Energy, on water infrastructure and infrastructure investor, on (i) its acquisition of acquisitions in the Asia-Pacific upstream oil and gas Ontario Teachers’ Pension Plan and PSP Investments Morrison Utility Services and the subsequent add-on sector, including its farm-in to the Lemang Block in on the acquisition (in two stages) of Cubico acquisitions of Dyer and Butler and G4S Utility Indonesia and of Indonesian exploration assets from Sustainable Investments, an international portfolio of Services, and (ii) on its agreement to acquire a subset Cooper Energy. renewable energy and water infrastructure assets. of the international power transmission and distribution division of Crompton Greaves.

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The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain, the and Vietnam. Freshfields Bruckhaus Deringer US LLP has offices in and Washington DC. This material is for general information only and is not intended to provide legal advice.

© Freshfields Bruckhaus Deringer LLP, February 2017