Global Restructuring, Bankruptcy & Insolvency

Introduction to our global team Contents Page

Global Restructuring, Bankruptcy & Insolvency 1

Relevant Experience 2

Global Restructuring, Bankruptcy & Insolvency Team 6 Global Restructuring, Bankruptcy & Insolvency

Mayer Brown’s global Restructuring, Bankruptcy & Insolvency practice has more than 50 lawyers operating in jurisdictions across the Americas, Asia and Europe. Our group provides comprehensive restructuring and insolvency assistance to clients around the world.

We represent corporate debtors, company directors, lenders (throughout the capital structure), bondholders, liquidators, receivers, administrators, trustees, debtor-in- possession (DIP) loan providers, insurers, pension fund trustees and landlords on all aspects of restructuring, bankruptcy and insolvency.

Our experience in a broad array of industries allows us to quickly identify the proper context for the business and legal issues that can arise during the course of an out-of-court restructuring or in-court insolvency proceeding. This experience extends to such diverse industries as airlines, automotive, energy/natural resources, financial services, gaming/gambling, health care, hospitality, manufacturing, real estate, retail, construction, structured finance, telecommunications and transportation.

We also have extensive experience in cross-border restructuring and formal insolvencies, working closely with colleagues in other regional offices on multi- jurisdictional matters. As a result, our lawyers continue to play an increasingly active role in a growing number of cross-border restructurings and insolvency proceedings.

We offer an integrated, multi-disciplinary client service team that draws on our firm’s globally lauded banking and finance, litigation, regulatory, insurance, pensions, securitization, structured finance, derivatives, ERISA and tax lawyers, worldwide. We are able to provide our clients with comprehensive and innovative solutions which serve their business needs.

For further information, please contact:

IAN MCDONALD

Partner, Europe E: [email protected] T: +44 20 3130 3856

BRIAN TRUST

Partner, Americas E:[email protected] T: +1 212 506 2570

STEVEN MILLER

Partner, Asia E: [email protected] T: +66 2 677 7578 x134

mayer brown 1 Relevant experience Europe

The team’s representative experience in this region includes advising:

Legal 500 UK 2010 • Financial institutions, creditors, other stakeholders and insolvency practitioners commends our team for on the restructuring and receivership of SIVs, distressed warehousing vehicles being “consistently and other structured vehicles (including RMBS and CMBS vehicles). Our work in excellent” and notes that this area included advising: the receivers of Golden Key Ltd.; a secured creditor clients give us “ten out of in relation to its interest in the receivership proceedings of Sigma Finance ten for responsiveness Corporation; a senior secured creditor in the receivership and restructuring and coverage.” of Whistlejacket Capital Ltd.; liquidity providers to Cheyne Finance Plc in its restructuring (the first of this kind to be completed); and the independent directors of K2 Corporation in relation to its USD20 billion restructuring. • The special servicer on the CMBS restructurings of Couer Défense and Europrop (EMC VI) S.A.. • The board and borrowing companies of the Principal Hayley hotel group in relation to the £400 million restructuring of the group. • The security agent on the multi-jurisdiction restructuring of the Ideal Standard group of companies. • The administrators of the Suits You and British Bookshops & Stationers Limited. • Senior lender to TJ Hughes Limited. • Portsmouth Football Club investors on distressed purchase/sale. • A leading global investment bank as lender to Edeus (an RMBS structure) on its enforcement options, a complex standstill arrangement with security being granted and a restructuring involving a subsequent transfer of assets from the structure. • The Bank of England in relation to provision of emergency funding and the nationalisation of Northern Rock Plc. • GMAC LLC and Residential Capital LLC in a US$60 billion restructuring, which consisted of dozens of interrelated and complex transactions and involved more than 50 institutions worldwide. • A senior lender to Taylor Wimpey Plc in connection with its debt restructuring. • WEPA Papierfabrik P. Krengel GmbH & Co. KG on the acquisition of its Italian competitor Kartogroup S.p.A., Carraia/ Capannori; WEPA acquired Kartogroup including its subsidiaries in France and Germany in a multi- jurisdiction distressed M&A transaction through Italian insolvency proceedings. • Arcandor AG, Karstadt Warenhaus GmbH, Quelle GmbH as elected member of the creditors’ committee and as administrator of a supplier pool in Germany’s biggest insolvency proceedings. • Dubai Economic Council, on the new insolvency law for Dubai and the United Arab Emirates.

2 Global Restructuring, Bankruptcy & Insolvency • KPMG, as liquidators of certain Lehman Brothers companies in Asia in connection with the insolvency of Lehman Brothers Bankhaus AG in Germany as well as advising on possible claims for compensation against the Deposit Protection Fund of the Association of German Banks. • Persimmon Plc in connection with the proposed debt restructuring and refinancing of its bank debt worth some GBP1.9 billion and its private placement facilities worth an estimated USD$900 million. • Directors and borrowers of Premium Bars & Restaurant Plc on refinancing, accelerated M&A process and administration. • The Rowland family in relation to the “good bank/bad bank” restructuring of Kaupthing Bank Luxembourg (which had been in suspension of payments under Luxembourg law, following the problems experienced by its Icelandic parent); the transaction involved the purchase by the Rowland family of Banque Havilland, the “good bank” pursuant to a court sanctioned demerger under which the restructuring was successfully implemented.

The Americas

The team’s representative experience in this region includes advising:

Chambers USA 2009 • Over fifty clients in relation to the bankruptcy of Lehman Brothers Holding states our Restructuring, Inc. and its subsidiaries including the acceleration, termination and liquidation Bankruptcy & Insolvency of thousands of swaps, securities contracts and other derivative contracts and practice is “a classic asserting client claims in both the bankruptcy and regulatory proceedings. In creditor’s practice with a this regard, we represented both BNP Paribas and Société Générale as large broad international derivatives counterparties which negotiated claims settlements and plan support clientele…” agreements with Lehman. • Bank of America, as administrative agent, under the MGM Mirage $7 billion unsecured bank credit facility. In addition to bank debt, MGM Mirage has approximately $8 billion of bond debt . Our team completed a series of amendments that enhanced the bank group’s position and permitted a $2.5 billion debt/equity raise that resulted in significant paydown of bank credit facilities and permitted borrower to address near-term bond maturities in 2009 and 2010. • Bank of America, as a secured lender, in the Chapter 11 bankruptcy of Levitt & Sons, LLC and its subsidiaries. Bank of America had exposure in excess of $100 million under a complex real estate financing structure with Levitt. • Barclays Bank PLC in ongoing litigation and restructuring negotiations with Controladora Comercial Mexicana S.A.B de C.V. (“CCM”), the largest supermarket chain in Mexico, and Vitro Envases Norteamerica (“Vitro”), the largest Mexican glass manufacturer. The International Financial Law Revieww named CCM the 2011 Restructuring Deal of the Year.

mayer brown 3 • Barclays Capital, as joint lead arranger and syndication agent, in a $300 million DIP financing for AbitibiBowater Inc. and its subsidiaries, which utilized securitization technology and raised complex and novel cross-border issues between the Chapter 11 proceeding, in the United States and the CCAA proceeding in Canada. • Barclays Bank in connection with a $350 million debtor-in-possession financing for the Tribune Company and its subsidiaries, which involved a highly innovative trade receivables securitization facility and the provision of a new letter of credit facility. This deal was awarded 2009 Americas Structured Finance Deal of the Year by International Financing Review. • Bank of Montreal, as the administrative agent, under $20 billion credit facility in connection with Chapter 11 proceeding involving Adelphia and its affiliates. • BMO Harris Bank, as administrative agent, with respect to the restructuring of a $500 million prepetition revolving credit facility with Kimball Hill Inc., a national homebuilder. • The Boards of Directors of the Asian, Caribbean and Latin American affiliates of Nortel Networks Corporation in connection with the Chapter 11 filings of Nortel Networks Inc., and its various US subsidiaries. • A large European telecommunications entity in its Chapter 11 proceeding, which was conducted with a concurrent insolvency proceeding in the Netherlands. In this complex proceeding, over €10 billion of indebtedness was converted to equity. • ING Real Estate Finance (USA) LLC, as administrative agent, under a complex, multi-tiered $200 million credit facility to Parking Company of America Airports LLC and its affiliates in connection with their Chapter 11 cases. • Merrill Lynch Pierce Fenner & Smith, Inc. and Merrill Lynch Capital Corporation in their respective capacities as administrative agent and arranger for a syndicate of leading financial institutions on an $8 billion “second/ third-lien” merger financing in the Lyondell Chemical Company Chapter 11 proceedings. • Merrill Lynch Capital as administrative agent for lenders to Greektown Casino LLC, a gaming facility located in Detroit, Michigan, in its Chapter 11 proceeding, including the pre-petition credit facility and a $150 million DIP finance facility. • Mervyn’s and Linens and Things, two of the largest retail debtors to file in the current restructuring cycle. • Wachovia as a member of the lender steering committees in the bankruptcy of General Growth Properties, one of the largest real estate insolvencies ever.

4 Global Restructuring, Bankruptcy & Insolvency Asia

The team’s representative experience in this region includes advising:

Chambers Asia 2011 • The liquidators of the Hong Kong-based Lehman Brothers Group entities in describes our team as one of the largest and most complex international corporate failures in history, “professional and including advising in respect of asset recoveries valued in excess of US$10 billion innovative” and as giving involving multiple claims for billions of dollars across numerous jurisdictions “excellent insights into including complex inter-company issues. the restructuring • The successful bidder on the purchase of the core business of Asia Aluminum process.” (“A A”), including advising on: overcoming negative creditor sentiment surrounding the appointment of provisional liquidators to AA in March 2009; obtaining PRC support and approvals; ring-fencing target companies and transfer of key assets; renegotiating key banking relationships; and obtaining court sanction (Bermuda, Hong Kong and Samoa) for implementation of the transaction. • The provisional liquidators/liquidators, Ferrier Hodgson, of Hong Kong-listed Moulin Global Eyecare Holdings Limited, reputed to be the third-largest eyewear manufacturer in the world and Hong Kong’s biggest corporate failure since the 2002 winding up of Akai Holdings. • The provisional liquidators on all matters arising during the administration of Hong Kong-listed company 3D-Gold Jewellery Holdings Limited and its subsidiaries. • The liquidators of Akai Holdings Group in their investigation into the largest corporate collapse in Hong Kong’s history, involving debts of more than US$1.5 billion. • The Steering Committee and plan administrators of Thai Petrochemical Industry Public Company Limited on the largest (US$3.7 billion) and longest-running debt restructuring case in Thailand. • A committee of bondholders in relation to default obligations owed to them by Bio-Treat Technology Limited (“Bio-Treat”), involving the negotiated restructure of Bio-Treat bonds and settlement of issues in dispute between Bio- Treat and bondholders arising from Bio-Treat default. • As one of the principal professional advisers for the Liquidation Committees of Guangdong International Trust & Investment Corporation and its related companies in the liquidation process carried out in the PRC. • Nortel Asian companies with regard to their involvement in an “Asia Restructuring Agreement” being promoted by Nortel Networks US and other US entities (in Chapter 11) and Nortel Networks Corp Canada and other Canadian entities (in Canadian Creditors’ Arrangement). • The provisional liquidators on all matters arising in the administration of Hong Kong-listed company U Right International Holdings Limited, Uni-Capital Limited (one of its subsidiaries) and the U-Right group of companies. • Two large creditors following the default by TT&T on its original restructuring transaction; we continue to advise a major creditor on all aspects of the restructuring.

mayer brown 5 Global Restructuring, Bankruptcy & Insolvency Team

Europe

David Allen Neil Caddy Partner, London Partner, London E: [email protected] E: [email protected] T: +44 20 3130 3813 T: +44 20 3130 3545

John Clark Stephen Day Partner, London Partner, London E: [email protected] E: [email protected] T: +44 20 3130 3171 T: +44 20 3130 3241

Ian McDonald Ashley Katz Partner, London Partner, London E: [email protected] E: [email protected] T: +44 20 3130 3856 T: +44 20 3130 3818

Devi Shah Kristy Zander Partner, London Partner, London E: [email protected] E: [email protected] T: +44 20 3130 3669 T: +49 69 79 41 1581

Marco Wilhelm Rainer Markfort Partner, Germany Partner, Germany E: [email protected] E: [email protected] T: +49 69 79 41 2731 T: +44 20 3130 3267

Patrick Teboul Jean Philippe Lambert Partner, France Partner, France E: [email protected] E: [email protected] T: +33 1 53 53 51 70 T: +33 1 53 53 43 43

6 Global Restructuring, Bankruptcy & Insolvency The Americas

Brian Trust J. Robert Stoll Partner, New York Partner, Chicago/New York E: [email protected] E: [email protected] T: +1 212 506 2570 T: +1 312 701 7263 / +1 212 506 2605

Frederick D. Hyman Thomas S. Kiriakos Partner, New York Partner, Chicago E: [email protected] E: [email protected] T: +1 212 506 2664 T: +1 312 701 7275

Andrew Shaffer David Curry Partner, New York Partner, Chicago E: [email protected] E: [email protected] T: +1 212 506 2128 T: +1 312 701 7245

Howard S. Beltzer Sean Scott Partner, New York Partner, Chicago E: [email protected] E: [email protected] T: +1 212 506 2684 T: +1 312 701 8310

Stuart Rozen Partner, Chicago E: [email protected] T: +1 312 701 7302

mayer brown 7 Asia

Steven Miller John Marsden Partner, Asia Partner, Hong Kong E: [email protected] E: [email protected] T: +66 2 677 7578 x134 T: +852 2843 2584

Richard Tollan Ian Chapman Partner, Hong Kong Senior Consultant, Hong Kong E: [email protected] E: [email protected] T: +852 2843 4551 T: +852 2843 2212

Iain Melville Partner, Bangkok E: [email protected] T: +66 2 677 7583 x133

8 Global Restructuring, Bankruptcy & Insolvency About Mayer Brown Mayer Brown is a global legal services organization advising clients across the Americas, Asia and Europe. Our presence in the world’s leading markets enables us to offer clients access to local market knowledge combined with global reach. We are noted for our commitment to client service and our ability to assist clients with their most complex and demanding legal and business challenges worldwide. We serve many of the world’s largest companies, including a significant proportion of the Fortune 100, FTSE 100, DAX and Hang Seng Index companies and more than half of the world’s largest banks. We provide legal services in areas such as banking and finance; corporate and securities; litigation and dispute resolution; antitrust and competition; US Supreme Court and appellate matters; employment and benefits; environmental; financial services regulatory & enforcement; government and global trade; intellectual property; real estate; tax; restructuring, bankruptcy and insolvency; and wealth management.

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Mayer Brown is a global legal services provider comprising legal practices that are separate entities (the “Mayer Brown Practices”). The Mayer Brown Practices are: Mayer Brown LLP and Mayer Brown Europe–Brussels LLP, both limited liability partnerships established in Illinois USA; Mayer Brown International LLP, a limited liability partnership incorporated in England and Wales (authorized and regulated by the Solicitors Regulation Authority and registered in England and Wales number OC 303359); Mayer Brown, a SELAS established in France; Mayer Brown JSM, a Hong Kong partnership and its associated entities in Asia; and Tauil & Chequer Advogados, a Brazilian law partnership with which Mayer Brown is associated. “Mayer Brown” and the Mayer Brown logo are the trademarks of the Mayer Brown Practices in their respective jurisdictions. This publication provides information and comments on legal issues and developments of interest to our clients and friends. The foregoing is not a comprehensive treatment of the subject matter covered and is not intended to provide legal advice. Readers should seek legal advice before taking any action with respect to the matters discussed herein. © 2011. The Mayer Brown Practices. All rights reserved.

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