Derivatives, Structured Products and Structured Finance

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November 2015 Contents

3 Derivatives, Structured Products and Structured Finance

5 Our people – brief CVs

6 About CMS Derivatives, Structured Products and Structured Finance

Our dedicated team advises on transactional and advisory services for all aspects of derivatives, structured products and structured finance transactions. We have an extremely strong and well-balanced client base which includes leading investment banks, clearing banks and asset and investment managers as well as a large variety of institutional and corporate clients, trustees and pension schemes. CMS’s International Capital Markets practice comprises more than 100 lawyers across 23 jurisdictions.

Securitised derivatives and structured products Prime brokerage We advise on all areas of retail and wholesale securitised We advise leading investment banks, funds and financial derivatives and structured products from flow issuances institutions on prime brokerage agreements, give-up of retail structured notes, warrants and certificates to agreements, cross-netting agreements, cross-margining highly bespoke structured deposits, repackagings, agreements and futures. equity, credit and fund linked notes and CPPI products. Repos and stock lending OTC derivatives We advise on all forms of sale and repurchase and stock We advise on credit, equity, fund, commodity, interest lending arrangements, including their use in innovative rate, currency, weather, energy, property, inflation and structured transactions to manage credit risk and other over-the-counter (OTC) derivatives and regularly provide funding solutions. prepare and negotiate all forms of documentation in the derivatives market. Regulatory Capital We advise on all forms of funded and unfunded credit Proprietary indices risk mitigation structures, including synthetic Our team has market leading expertise and regularly securitisations, regulatory capital CDS, CLO transactions advises leading investment banks in relation to and bespoke financial guarantees (often using credit proprietary indices including for commodities, rates derivative technology). and equity. Funding and liquidity transactions Strategic equity derivatives and equity financing We advise on secured funding and liquidity transactions We advise on bespoke, strategic equity financing and effected through structured repos, securities lending, refinancing transactions funded by equity derivatives, collateralised bonds, CLOs, total return swaps and other as well as stakebuilding transactions, share buybacks, similar arrangements. We also has expertise in advising convertible bond hedging and other corporate finance on collateralised funding platforms and structures for strategies. access to the central bank liquidity schemes.

Clearing Repackagings Our team combines leading derivatives, clearing, Our team has broad experience establishing repackaging regulatory and insolvency expertise to advise on programmes and advising on issues under repackaging developments in the clearing of OTC derivatives, programmes including those listed in regulated markets membership of central clearing houses, clearing rules, in Luxembourg, Ireland and Germany. collateral transformation and regulatory change.

3 Insurance risk and capital Regulatory advice Our team has extensive experience in alternative risk Our Regulatory team is a market leader in providing transfer and finance, advising on transactions at the advice to financial institutions on a wide range of interface between the insurance and capital markets. regulatory matters on both the non-contentious side Our expertise encompasses both life and non-life risks (e.g. arising out of the Prospectus Directive, MiFID and the full range of ‘legal’ techniques, from complex and EMIR) and contentious side (e.g. arising out of any and structured (re)insurances through to derivatives enforcement matters from potential or actual breaches, and risk securitisations. We have particular experience market abuse issues). of associated collateral and other credit support arrangements, and a leading reputation in the rapidly Restructuring and insolvency evolving longevity risk market (with our multi-disciplinary Our team has advised many of the leading players team having advised on many of the largest longevity in relation to the purchase and trading of Lehmans transactions announced to date in the UK and beyond). derivative and structured product claims. We are also heavily involved in the trading of claims relating Hedging of bank lending and securitisation to Icelandic banks. Our clients also use our combined transactions expertise in securitised derivatives and structured Our team provides support for the global CMS finance products, to produce specific solutions for funding practice, advising clients on interest rate, currency, purchases of claims. inflation and commodity hedging aspects of their financing transactions and securitisations. Our team Master agreement negotiations also has considerable experience of managing large Our team negotiates a wide range of master due diligence projects in respect of CDOs, CLOs and agreements (including ISDA, GMRA, GMSLA, securitisations following downgrades of swap EFET, GTMA, IETA) on behalf of a range of banks, counterparties over the past four years. corporates, and investment managers.

4 | Derivatives, Structured Products and Structured Finance Our people – brief CVs

Will Dibble Partner, Financial Services and Products TT +44 (0)20 7367 3378 EE [email protected]

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. Ranked as a leading individual in Derivatives and Structured Products by The Legal 500, Will is, according to The Legal 500 (2011), ‘an expert in his field, and worth every penny on complex deals’. Will is also highly ranked as an individual in Chambers UK 2013 which states that Will ‘is completely dedicated to his clients as well as being a top-class lawyer,’ according to impressed interviewees’.

Jason Harding Partner, Financial Services and Products TT +44 (0)20 7367 3138 EE [email protected]

Jason advises leading financial institutions and corporates in all areas of the debt capital markets and on a wide range of derivatives. Ranked as a leading individual in Derivatives and Structured Products by The Legal 500 and in Chambers Global (2015), 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) 2015 quotes sources that say ‘he is excellent, client focussed, creative, practical and very good at managing large scale documentation projects’.

Jason Brooks Partner, Financial Services and Products TT +44 (0)20 7367 2737 EE [email protected]

Jason specialises in derivatives and a range of structured financial products, including credit, equity and commodity linked products as well as repos and securities lending transactions. He has extensive experience in repackagings, synthetic securitisations and asset backed note programmes and issuances. Jason regularly advises on credit risk management, collateral and netting issues and derivatives regulation. He also has extensive experience working in emerging markets. Jason is a regular speaker on asset backed securities and derivatives matters.

5 Michael Cavers Partner, Financial Services and Products TT +44 (0)20 7367 3413 EE [email protected]

Michael has extensive experience advising on a range of derivatives, structured finance and debt capital markets transactions. Recognised in the derivatives and structured products field by The Legal 500 (2013) as an ‘excellent problem solver’, his experience covers a large range of retail structured product issuances, loan-linked hedging, credit-linked notes and various equity-linked derivative transactions. He also advises banks, issuers and trustees on the issue and restructuring of standalone and programme-based debt issues including project bonds, retail bonds and medium term note programmes. He also has extensive experience advising on securitisation transactions and his ‘brilliant eye for detail’ is recognised in this area by The Legal 500 (2013).

Mike Munro Partner, Financial Services and Products TT +44 (0)20 7367 3315 EE [email protected]

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 de-risking transactions, including longevity swaps. He also has extensive experience of high value contentious matters in the financial services sector.

James Parker Partner, Financial Services and Products TT +44 (0)20 7367 3316 EE [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 ‘backbook’ transactions. James is recommended in Legal 500 as ‘well regarded for longevity transactions, pensions and security collateral arrangements’ and described as ‘commercial, contactable and personable’.

Thomas Lockley Partner, Financial Services and Products TT +44 (0)20 7367 2747 EE [email protected]

Thomas advises investment banks, pension funds, insurance and reinsurance companies and alternative capital providers on a wide variety of risk transfer transactions including some of the largest longevity transactions in the market. Thomas has expertise in insurance, structured finance and derivative transactions, including associated counterparty risk mitigation techniques, and has recent experience in Solvency II-driven transactions.

6 | Derivatives, Structured Products and Structured Finance Aberdeen

Glasgow Edinburgh Moscow

Hamburg Amsterdam Berlin Warsaw London Utrecht Duesseldorf Leipzig About CMS Bristol Antwerp Cologne Kyiv Brussels Frankfurt Prague Luxembourg Vienna Paris Stuttgart Strasbourg Munich Bratislava Zurich Budapest Geneva Lyon Ljubljana Zagreb Milan Belgrade Bucharest Sarajevo Sofia Rome Podgorica Barcelona Tirana Istanbul Madrid Aberdeen Beijing Lisbon Aberdeen Glasgow Edinburgh Moscow Seville Glasgow Edinburgh Moscow Algiers Hamburg Amsterdam Berlin Hamburg Casablanca Utrecht Warsaw Amsterdam London Duesseldorf Leipzig Berlin Bristol Antwerp Shanghai London Utrecht Leipzig Warsaw Cologne Duesseldorf Brussels Kyiv Bristol Antwerp Frankfurt Prague Cologne Luxembourg Brussels Kyiv Vienna Frankfurt Prague Paris Stuttgart Luxembourg Munich Bratislava Vienna Strasbourg Paris Stuttgart Zurich Budapest Strasbourg Munich Bratislava Budapest DubaGeneiva Zurich Lyon Ljubljana Zagreb Geneva MilanMuscat Belgrade Lyon Ljubljana Zagreb Bucharest Sarajevo Milan Belgrade Bucharest Sarajevo Sofia Mexico City Rome Podgorica Sofia Barcelona Tirana Rome Podgorica Istanbul Barcelona Madrid Tirana Istanbul Beijing Madrid Lisbon Beijing Lisbon Seville Seville Algiers Algiers

Casablanca Casablanca Shanghai Shanghai

Dubai Dubai Muscat Muscat

Mexico City Mexico City Facts & Figures:

– 59 offices

– 53 cities

– 33 countries Aberdeen Glasgow Edinburgh Moscow – Europe: Albania, Austria, Belgium, Bosnia and Herzegovina,

Hamburg Amsterdam Rio de Janeiro Bulgaria, Croatia, Czech Republic, France, Germany, Hungary, Italy, Berlin Warsaw London Utrecht Duesseldorf Leipzig Bristol Antwerp Luxembourg, Montenegro, The Netherlands, Poland, Portugal, Cologne Kyiv Brussels Frankfurt Prague Luxembourg Romania, Russia, Serbia, Slovakia, Slovenia, Spain, Switzerland, Vienna Paris Stuttgart Strasbourg Munich Bratislava Zurich Budapest Turkey, Ukraine and United Kingdom Geneva Lyon Ljubljana Zagreb Milan Belgrade Bucharest – Outside Europe: Algeria, Brazil, China, Mexico, Morocco, Oman Sarajevo Soﬁa Rome Podgorica and United Arab Emirates Barcelona Tirana Istanbul Madrid Beijing Lisbon – > 800 partners Seville Algiers – > 3,000 fee earners

Casablanca Shanghai – > 5,500 total staff

– Combined annual turnover:

Dubai EUR 842 million (2014) Rio de Janeiro Muscat Rio de Janeiro

Mexico City

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CMS Cameron McKenna LLP Cannon Place 78 Cannon Street London EC4N 6AF

T +44 (0)20 7367 3000 F +44 (0)20 7367 2000

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 a body corporate which uses the word “partner” to refer to a member, or an employee or consultant with equivalent standing and qualifications. It is authorised and regulated by the Solicitors Regulation Authority of England and Wales with SRA number 423370 and by the Law Society of Scotland with registered number 47313. 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. A list of members and their professional qualifications is open to inspection at the registered office, Cannon Place, 78 Cannon Street, London EC4N 6HL. Members are either solicitors or registered foreign lawyers. VAT registration number: 974 899 925. Further information about the firm can be found at www.cms-cmck.com

CMS Cameron McKenna LLP is a member of CMS Legal Services EEIG (CMS EEIG), a European Economic Interest Grouping that coordinates an organisation of independent law firms. CMS EEIG provides no client services. Such services are solely provided by CMS EEIG’s member firms in their respective jurisdictions. CMS EEIG and each of its member firms are separate and legally distinct entities, and no such entity has any authority to bind any other. CMS EEIG and each member firm are liable only for their own acts or omissions and not those of each other. The brand name “CMS” and the term

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