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Rail Legal Services Stephenson Harwood Prospectus | Version 1: 20 June 2017

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Rail Legal Services Stephenson Harwood Prospectus | Version 1: 20 June 2017 RM3756 - RAIL LEGAL SERVICES STEPHENSON HARWOOD PROSPECTUS | VERSION 1: 20 JUNE 2017 Contact details: Rail Team, Stephenson Harwood LLP D: +44 20 7809 2539 (Karen Evans, PA) E: [email protected] Contents Recent awards 1. Core specialisms 2 Rail regulatory law 2 Company, Commercial and Contract Law Procurement Law Competition Law Rail finance firm of the year EU Law Global Transport Finance 2013-2016 2. Non-core specialisms 6 Pensions Law Finance and Taxation Information Law Transport law firm of the year Commercial litigation advisory Intellectual Property Law The Legal 500 UK 2014 firm of the year 2017 Property Law (Including Planning) Litigation and Dispute Resolution Information Technology (Telecoms and Digital) Environmental and Health & Safety Law Pensions law firm of the year 2017 Legal team of the year 2015 Insurance Law Pensions Age Awards European WealthBriefing Awards International Law Employment Law Devolution Law Law firm of the year – 3. Key contacts 11 Operational Risk Awards 2017 and 2016 Stephenson Harwood LLP 1 Finsbury Circus, London EC2M 7SH LONADMIN\8916300.2 CONFIDENTIAL 1. Core specialisms 1.1 Rail regulatory law Stephenson Harwood can offer advice to the DfT in a wide range of areas, which spans traditional legal practice areas. Whilst we also have vast experience in franchise bidding, we have focussed on the areas most relevant to Tier 2 of the RM3756 Panel (and have set out examples alongside each service offering): a) Rail franchising – operational phase Franchise extension: Advising Northern Rail on various pre-contracted extensions to its franchises. Direct award: Advising Northern Rail and Abellio Greater Anglia on their respective direct award contracts in 2014, including significant updates to reflect policy changes. Change of control: Advising Trenitalia on the rail aspects of its purchase of the Essex Thameside franchise. Advising Abellio East Anglia on competition aspects of its change of control in selling 40% of its business to Mitsui. Demobilisation: Advising Northern Rail on the demobilisation of the Northern direct award franchise. Advising Arriva Trains Wales and DB Regio Tyne and Wear Limited on the demobilisation of their current franchise/Concessions. Licensing, safety and regulation: Advising various train operators and Transport for London on all aspects of the relevant legislation, including the Railways Acts, The Railways (Access, Management and Licensing of Railway Undertakings) Regulations, the Utilities Contracts Regulations, regulation 1370/2007 and other secondary legislation such as ROGS and the Interoperability Regulations. Competition: Advising an anonymous owning group on competition strategy as a whole for its franchise and concession bids, including full analysis of the potential flows and overlaps and advice on the EU and UK competition regimes. Committed Obligations: Advising Abellio East Anglia on the implementation of committed obligations (including a new depot). Advising Arriva Rail North and Arriva Rail London on the implementation of various committed obligations (including alliancing arrangements). Other day-to-day matters: Advising Abellio East Anglia, Chiltern Railways, c2c Rail, Arriva Trains Wales, Arriva Rail North, DB Tyne & Wear and Arriva Rail London on various matters arising from their respective franchise/concession agreements. b) Rolling stock transactions Standalone fleet procurements: Advising CAF on procurements of new rolling stock for Birmingham Trams, Caledonian Sleeper and the Arriva Rail North franchises. Advising CAF on bids for South West Trains, London Overground, London Underground and West Midlands new rolling stock. Advising London Underground Limited on the purchase of new traction equipment for the Central Line fleet and also on the procurement of engineering trains, yellow plant and wagons. Maintenance arrangements: In acting for manufacturers and procurers, we advise on the operations and maintenance arrangements for new and existing fleets. Cascades: Advising Northern Rail on North West Electrics and Project Arcturus. This involved introducing various new rolling stock arrangements to facilitate the cascade of rolling stock to TransPennine Express. Financiers: Advising financiers on their bids for new rolling stock, including Deutsche Asset Management on its own and as part of a consortium (where we advised the consortium as a whole) on various bids and Rock Infrastructure on the financing of new rolling stock for the Moorgate fleet. Existing rolling stock: Advising Voyager Leasing, Lombard and RBS on the Voyager fleet and various leasing and maintenance requirements, including the ETCS/ERTMS projects for signalling on rolling stock and the implications of retrofitting the European Train Control System to the fleet of trains. Advising Northern Rail on securing new (to the north) class 319 cascaded units and a locomotive hauled rolling stock contract with Direct Rail Services to allow the cascade of certain units to TransPennine Express. Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2) 1.2 Infrastructure Concessions and other infrastructure related rail projects This is a key area of expertise which Stephenson Harwood Rail team has. We set out examples below alongside each service offering: 2 of 11 CONFIDENTIAL a) Rail infrastructure concessions HS2: A member of our team was seconded to HS2 as interim General Counsel and Company Secretary for 9 months. This role involved heading up the in house legal team and providing HS2 with legal advice on infrastructure, construction and rolling stock procurements. Concession Agreement – day-to-day operation: A member of team was seconded to HS1 as interim General Counsel and Company Secretary for 13 months, which involved advising on all aspects of HS1's business. b) Rail Infrastructure projects Crossrail: Advising Transport for London in relation to the Crossrail Central Operating Section, including establishment of a new infrastructure management entity, regulation and access arrangements, accessing Heathrow airport, power supply arrangements and interfaces with Network Rail (and has included working with the DfT, as joint Sponsor, as well as the ORR and PwC). HS2: Advising a consortium of Laing O'Rourke, FCC and Murphy on its bids for HS2 civils contract packages (based on the NEC3 Engineering and Construction Contract as significantly amended by HS2 Limited) and have been recently successful on one of the early contractor packages. c) Alliances Deep alliance: Advising South West Trains on the negotiation and implementation of the first "deep" Alliance with Network Rail, following the McNulty review. Other alliances: Advising on alliances with Network Rail as part of the Northern single tender award, the ScotRail competition and the London Overground concession. d) New facilities Depot: Advising Abellio East Anglia on the procurement of the construction of a new depot at Brantham. Manufacturing facility: Advising CAF on the arrangements for a new manufacturing facility being constructed in the UK, including rail, real estate, competition, corporate, planning and employment issues. e) Stations Bespoke arrangements: Advising TfL on the transfer the control of stations on the West Anglia rail lines to TfL, including advising on the regulatory aspects of the transfer, negotiating bespoke leasing arrangements with Network Rail and bespoke access documentation. Case study: Crossrail Crossrail is the first time TfL has been responsible as infrastructure manager for a railway. Our role has involved preparing all of the arrangements needed to create a "mini Network Rail": establishing Rail for London (Infrastructure) Limited, considering the applicable legal and regulatory landscape – both current and prospective – and drafting a suite of access documents to facilitate access to the Crossrail Central Operating Section and advising on licensing requirements. This has included working with DfT (as joint Sponsor) on various issues, together with the ORR and PwC, to create a suitable regulatory structure for the new line and the provision of access (including compliance with domestic and European requirements). We have also been advising in relation to the disputes with Heathrow Airport in relation to: (1) price for accessing; and (2) terms of access, to the Heathrow spur. The first went to the High Court (by way of a judicial review of the ORR) and the second is before the ORR, as arbiter under the 2016 Regulations. Key contacts: Tammy Samuel (see 3.1) and Suzanne Tarplee (see 3.2) 1.3 Rail Industry Projects Stephenson Harwood is often seen at the heart of rail industry projects, including assisting new entrants into the rail market. We set out below examples against each service offering: a) Standard industry documentation Remote condition monitoring: Advising RSSB on the development of its standard form contracts for cross industry remote condition monitoring, on track and trains. Ticket agency terms: Advising Expedia.com on its entry to the rail ticketing market, rail regulation and the standard terms and conditions with train operators across Europe for retailing tickets. Website terms: Also advising Expedia.com on the terms and conditions for purchasing rail tickets in the UK for its website. 3 of 11 CONFIDENTIAL b) Regulatory projects Crossrail: Advising TfL on possibly the largest and most complex regulatory project currently in the industry – on which please see the case study above. Heathrow: Advising TfL on the receiving end of a
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