SECTORS & MARKETS

Banking & Financial Services SECTORS & MARKETS

OVERVIEW

Financial institutions all over the world are currently in a state of flux. They are facing a new and rapidly changing regulatory landscape in the “They are an wake of the global financial crisis, with unprecedented volumes of new oversight. Much of the regulatory change that the sector has witnessed in extremely professional recent years is yet to be digested, and will likely result in new structures and locations being adopted by regulated organisations. firm and the lawyers

At the same time, these businesses find themselves under scrutiny we work with have like never before from the general public, the media, their clients and politicians, putting an increased focus on governance, risk and been extremely accountability, tax, executive compensation and capital requirements. On the upside, the downturn created opportunities for to acquire new able - we have businesses, undertake reorganisations and embrace technology in their service offerings. been tremendously

Appleby has offices in the world’s leading offshore financial centres, and impressed with is at the forefront of representing financial institutions in the jurisdictions driving and upholding international compliance initiatives. All of the the quality of markets where we advise institutions are well-regulated and reputable. The , for example, has 269 licensed banks and trust their advocacy.” companies and is among the top five financial centres in the world. Chambers Global Similarly, Jersey is home to 46 registered banks with deposits of more than £195 billion, all drawn from the global top 500 banks. is home to 45 banks and building societies with deposits in excess of £120 billion. The Isle of Man has deposits of £53 billion, banking produces one fifth of its gross domestic product. , with vero 750 aircraft registered has a thriving aircraft registry, this has ensured strong links with the banking sector, as significant numbers of these aircraft have been registered through leasing structures utilised by commercial airlines.

These jurisdictions are the domiciles of choice for registering and financing ships and aircraft, as well as for international real estate finance, project finance and for joint ventures and other structures for property, oil and gas, energy and other infrastructure projects.

Our offices provide easy access for financial institutions looking to access our services and conduct transactions with offshore entities. We advise banks, brokers, insurers, asset managers, investment funds and regulators.

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OUR SERVICES

We advise banks and other financial institutions, ship and aircraft owners, lessors and lessees, and joint venture and other project developers. Our lawyers working for these clients have a wide range of expertise, allowing us to offer clear, sound and timely legal advice on the full range of issues related to banking, international real estate, asset, project and other finance.

We regularly provide advice on matters such as:

Banking

 Preparation, review and provision of opinions on syndicated and non-syndicated loan and credit facility and security documentation  Onshore lending secured by a portfolio of securities offshore with or without custodial obligations  Asset and income stream securitisation structures  Trade finance, such as documentary credits and ISDA and other derivatives documentation

Asset Backed Finance

 Advice to lenders and borrowers on loan agreements and security documents  Formation of SPVs and security, priority, subordination and inter-creditor agreements  Sale and acquisition of vessels and aircraft and the financing of such transactions  Registration of ships under the Cayman Islands, Bermuda, British Virgin Islands and Isle of Man flags  Registration of aircraft in Bermuda, the Cayman Islands, Guernsey, Jersey and the Isle of Man  Off balance sheet structures  Operating and finance lease structures

Subscription Credit Facilities

 Advice and opinions to lenders in subscription credit facilities  Advice on a range of structures including multiple fund structures, different types of legal entities as borrowers and guarantors, multi-currency facilities and multiple loan tranches with many levels of collateral

International Real Estate Finance

 Advice and opinions to lenders and borrowers on loan and credit facilities and security documentation  Advice on priority, subordination and inter-creditor agreements  Sales and acquisitions and the financing of international real estate transactions

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WHO WE ADVISE AND WHY

Representative Clients

Our clients around the globe include:

 HSBC  We know the importance of providing top quality  legal advice that encompasses timely, practical  Credit Suisse and, where appropriate, innovative solutions  Hang Seng Bank  Oversea-Chinese Banking Corporation To minimise risk, maximise efficiency and provide  Citigroup Inc. a competitive advantage for the client’s business,  Group no matter what the transaction is, we will tailor an appropriate structure to suit

These clients work with us because...  We are an award-winning team and have a track record of advising clients on the most complex  We have an unparalleled presence offshore, and ground-breaking deals and structures offering a seamless services platform through one point of contact on cross-border transactions and Clients get the very best and most experienced projects advice, because our lawyers are both efficient and knowledgeable Clients have one offshore contact across multiple offshore jurisdictions, whether they are managing  In recent years, we advised on some of the top major multi-jurisdictional transactions or offshore deals structuring onshore lending secured by portfolios of securities offshore Our track record has been recognised by independent publications like Chambers and  They enjoy a team that is experienced in all the Partners, IFLR1000 and Legal 500 legal issues and challenges involved in running complex global financial institutions in today’s  Our relationships with the leading onshore environment law firms working for financial institutions are unrivalled Our expertise spans every aspect of the work of financial institutions, from asset We pay careful attention to this, which means management, funds and derivatives to financial clients can depend on a cohesive approach to services regulatory and investigations or global their transactions wherever there is an onshore outsourcing and procurement. Due to our global and an offshore element network, we have substantial capabilities and a deep background in executing complex cross-  We have a dedicated relationship programme with border transactions our counterparts in leading onshore firms

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REPRESENTATIVE WORK

Fortescue Metals Group Standard Chartered Bank HSBC Bank Plc

Acted as Guernsey counsel to Provided Jersey advice to Advised HSBC Bank Plc as co- Fortescue Metals Group in Standard Chartered Bank in a ordinator and agent in respect of all connection with the re-finance of ground breaking transaction involving Guernsey law aspects of a £400m a US$4.5bn term loan with Credit the Banking Business (Jersey) Law syndicated facility to Mount Eden Suisse. 1991 which allows Jersey banking Land Limited (a Guernsey entity) and associated security package business, to be transferred between including over certain Guernsey banks via a Court-sanctioned assets. scheme. Over US$7.5bn of banking and investment business was transferred from a subsidiary to the Jersey branch of Standard Chartered Bank.

Manx Telecom PLC Amgen Inc. Bank of America N.A.

Acted for Manx Telecom PLC in Advised Amgen Inc. in relation to Acted as BVI legal counsel to connection with its flotation on the Amgen Inc.’s Bermudian subsidiary Bank of America N.A. (London AIM market of the London Stock companies and the subsequent Branch) as lender and facility agent Exchange raising £156m. Manx purchase by Bank of America N.A. in relation to the provision of two Telecom is the Isle of Man’s fixed line of Class A Preferred Stock issued margin loan facilities of US$375m telecoms provider and also offers a by one of Amgen Inc.’s wholly- each granted to a BVI company full range of mobile, broadband, owned Bermudian subsidiaries for and a Cayman company and the data hosting and managed services an aggregate purchase price of to consumers, businesses and the US$3.1bn investment in connection entry by the BVI company into a public sector. with Amgen Inc.’s US$10.4bn US$1.2bn put option agreement acquisition of Onyx Pharmaceuticals relating to shares in a NYSE-listed Inc. company.

Oversea-Chinese Banking Alliance Group Credit Suisse Corporation Limited Advised Alliance Group in respect Acted as BVI counsel for Oversea- Acted as Mauritius and Cayman of the acquisition financing, in an Chinese Banking Corporation counsel to Credit Suisse in amount of US$1.3bn acquisition Limited in relation to a refinancing connection with debt financing loan facility. Also acted as BVI and of a US$1.68bn facility to Asia provided by Credit Suisse (along Bermuda counsel to the Alliance Square Tower 1 Pte. Ltd. with RBC Capital Markets and Group on the acquisition itself, as Barclays) to a private investor group well as the acquisition financing led by Bain Capital and Golden aspects. The acquisition was Gate Capital together with GIC achieved by a buy-out of all the Special Investments Pte Ltd and shares in Stockholm-listed Alliance Insight Venture Partners for the Oil Company Ltd by means of acquisition of BMC Software valued amalgamation under Bermuda law. at US$6.9bn.

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REPRESENTATIVE WORK Cont’d

Standard Chartered Bank Credit Suisse (Hong Kong) Cahill Gordon and Reindel LLP (Hong Kong) Limited Limited

Acted as Bermuda and BVI Advised the mandated lead Acted for Cahill Gordon and counsel for Standard Chartered arrangers and financial advisors Reindel LLP, a New York based Bank (Hong Kong) Limited (MLA’s) Credit Suisse (Hong law firm who represent lenders in and The Hongkong and Shanghai Kong) Limited in relation to the relation to a total loan of £2.9bn to Banking Corporation Limited in US$3bn privatisation of the New Amaya Gaming Group Inc and its relation to a US$2.5bn secured York listed Chinese online gaming related companies (Amaya). The loan financing to HKT Limited, Hong company Giant Interactive Group loan was to assist Amaya with the Kong’s premier telecommunications Inc. purchase of the Pokerstars Group service provider and a constituent which sold for £4.9bn. company of the PCCW Group.

The Bank of N.T. Butterfield Lloyds & JP Morgan EnCap Investments L.P. & Son Limited Acted as Jersey counsel to Lloyds Acted as Cayman Islands legal Acted as Cayman Islands legal (as senior agent) and JP Morgan counsel to EnCap Investment L.P., counsel for Bank of N.T. (as mezzanine agent) on £555m in the formation and registration of Butterfield & Son Limited, in financing of Cinven’s£1bn EnCap Energy Capital Fund IX-C, connection with the purchase by acquisition of CPA Global. Including L.P., an offshore feeder to EnCap Butterfield Bank (Cayman) Limited of advising the syndicate of banks Energy Capital Fund IX, L.P., with certain corporate and retail banking in relation to the financing of the US$5bn of limited partner assets valued at US$800m in the court sanctioned Jersey scheme of capital commitments. Cayman Islands of HSBC Bank arrangement in connection with the (Cayman) Limited. acquisition.

Barclays Capital & Del Monte Pacific Limited Standard Chartered Bank Goldman Sachs Acted as BVI counsel to Del Acted as Mauritius counsel to Acted for Barclays Capital and Monte Pacific Limited in relation Standard Chartered Bank in Goldman Sachs led by the to pre-financing, structuring and connection with the joint acquisition Guernsey office in Cayman Islands, acquisition financing. The financing of Videocon’s 10% stake in a giant Jersey, Guernsey and the Isle of Man related to the acquisition of the Del Mozambique gas field estimated to in connection with the ancing of Terra Monte USA’s canned food business hold as much as 65 trillion cubic feet Firma’s £825m acquisition of Four globally. The financing comprised a of gas by ONGC Videsh and Oil India Seasons Health Care. US$350m asset- based revolving for US$2.5bn. credit facility, a US$650m, seven year term loan and a US$280m, 7.5-year second-lien term loan.

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KEY CONTACTS

Mauritius & Seychelles Malcolm Moller Cayman Islands Partner Caroline Barton Sector Leader Partner Corporate Corporate +230 203 4301 +1 345 814 2056 [email protected] [email protected]

Bermuda Guernsey Clive Langley Jeremy Berchem Partner Group Partner Corporate Corporate +1 441 298 3202 +44 (0)1481 755 601 [email protected] [email protected]

Bermuda Hong Kong Steven Rees Davies Fiona Chan Partner Partner Corporate Corporate +1 441 298 3296 +852 2905 5760 [email protected] [email protected]

BVI Isle of Man David Clark Faye Moffett Partner Partner Corporate Corporate +1 284 393 5348 +44 (0)1624 647 631 [email protected] [email protected]

BVI Jersey Jeffrey Kirk Wendy Benjamin Partner Partner Corporate Corporate +1 284 852 5318 +44 (0)1534 818 057 [email protected] [email protected]

Cayman Islands Simon Raftopoulos Partner Corporate +1 345 814 2748 [email protected]

7 ABOUT APPLEBY

Appleby is one of the world’s leading offshore law firms. The Group has offices in the key offshore jurisdictions of Bermuda, the British Virgin Islands, the Cayman Islands, Guernsey, Isle of Man, Jersey, Mauritius, and Seychelles, as well as a presence in the international financial centres of Hong Kong and Shanghai.

With over 470 people, including lawyers and professional specialists, across the Group, Appleby delivers sophisticated, specialised services, primarily in the areas of Corporate, Dispute Resolution, Private Client and Trusts, Regulatory and Property. The Group advises public and private companies, financial institutions, and high net worth individuals, working with these clients and their advisers to achieve practical solutions, whether in a single location or across multiple jurisdictions.

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This publication is for general guidance only and does not constitute definitive advice. SB11 © Appleby Global Group Services Limited 2019.