DLA PIPER OUR STRUCTURED FINANCE CAPABILITIES

SECURITISATION - PORTFOLIO SALES - DERIVATIVES - DEBT CAPITAL MARKETS ABOUT DLA PIPER

DLA Piper is the largest law firm in the world with more than 4,700 lawyers providing a full range of legal services to meet our clients global needs. Lawyers operating from offices in Asia, Australia, Europe, the Middle East and the Americas provide high quality legal advice to enable our clients to issue securities, raise funding, arrange and complete financing transactions and to buy, sell, take positions in or utilise assets of all types both in their local market and through the global financial markets.

OUR VISION

Our vision is to be the leading global business law firm. We Our global services are grounded by the strength of our draw on the knowledge of our locally and internationally domestic offices, our sector knowledge and our commitment trained lawyers advising on a broad range of matters including to client-driven services. We support the strategic and commercial, corporate, bankruptcy and restructuring, tax, operational needs of our clients, wherever they do business. finance, human resources, litigation, real estate, regulatory and legislative, technology, and media and communications in every major market around the world.

OUR PERFORMANCE 2013 For more information about our practices please contact: ■■ No 1 - law firm in the world by revenue

■■ No 1 - law firm in the world by number of lawyers

■■ 78 offices worldwide

■■ Most innovative law firm - FT

■■ No 1 - for client service

■■ First PCS label Auto Securitisation in the UK

■■ First Project Bond post financial crisis Martin Bartlam ■■ First CLO 2.0 in Europe for Ares Partner & Global Group Co-Head T +44 (0)207 796 6309 ■■ Whole business securitisation tap for Dignity [email protected] ■■ Asset securitisation, sales and repackaging for the world’s largest banks through more than 20 countries

■■ Developing new laws and financing structures across new markets around the world

2 | DLA Piper - Our Structured Finance Capabilities www.dlapiper.com | 2 SECURITISATION - DEBT CAPITAL MARKETS - PORTFOLIO SALES - DERIVATIVES

Depth and quality of We have an extensive commitment on transactions in the recent post-crisis experience a global basis and understand issues period. We fully believe that with the which face the industry as well as global DLA Piper platform, with its Providing the highest quality service applicable regulatory and consumer rare combination of multi-specialty requires a deep understanding of the law issues across a wide range of expertise, thought leadership and underlying assets, relevant geographic jurisdictions. Our work has included entrepreneurship, the DLA Piper team and regulatory issues, extensive advising the full range of industry is uniquely situated to play a vital role experience of the financing techniques participants ensuring that we have a in the rebuilding and reshaping of the that are applied in the capital markets good understanding of the needs and finance market of the future. and structured finance sector and a motivations of all the key players. commitment to provide an excellent OUR RANGE OF MARKETS product. AND PRODUCTS EXPERTISE Our understanding of the Our award-winning team can draw market Our structured finance team covers from the widest pool of experience a range of international markets and Given the fall out arising from the and benefit from our global depth and financing products bringing together global financial crisis, and in particular breadth to provide all of the above. aspects in a number of interrelated the role of sub-prime mortgage We are viewed as market leaders in sectors to provide comprehensive securitisations in that crisis, it is not the areas of Structured Finance and solutions to our clients financing surprising that the securitisation have advised on numerous highly and investment needs. A deep markets over the past five years have complex projects. We have more than understanding of the interconnection faced significant adverse legislative and 200 finance lawyers practising in this of related products and disciplines such regulatory repercussions. These are important sector of the market on a as financing instruments, derivatives, still being felt, with the result that it is global basis. The team is supported rating agency requirements, capital impossible to predict with any degree by our leading corporate, regulatory structures and regulatory advice is of certainty what the new paradigm and tax teams and, as required, works ever more important in the evolving for structured debt issuance will be as together with our enforcement, capital and corporate finance market. the capital markets recover. In spite of litigation and restructuring teams, The following pages set out the main this the structured finance market has enabling us to call on over 2,000 markets and product areas covered by continued to operate and lawyers at lawyers within these areas to complete our team. DLA Piper have been actively involved large and/or complex transactions. in advising on a significant number of

www.dlapiper.com | 3 OUR BANKING AND STRUCTURED FINANCE CAPABILITIES

“The interaction and quality at partner level is outstanding. They know how to judge and manage a negotiation.” Sources add that the team’s advice is “absolutely concise and straight to the point.” – Chambers 2012

DLA Piper’s International Banking & Our cohesive organisational structure and private investors. Finance practice consists of over ensures the constant exchange of At DLA Piper, we offer comprehensive 450 advisers providing services within know-how as well as fluid and effective support to our clients at all stages of 78 DLA Piper offices all over the world. internal communication. projects, starting from planning the DLA Piper’s specialists from our offices DLA Piper’s Banking & Finance Team structure of financing (term-sheet), in Europe, Asia, North America, in the UK consists of advisers with through negotiations of transaction South America and Australia cooperate wide experience gained in numerous documents, establishment of security, with our UK lawyers on a daily basis. projects performed for all types of preparation of offer documents, to the As a result, we provide comprehensive entities including foreign banks, global disbursement of funding. legal and tax advisory services related and local corporations, international to domestic and international projects. financial institutions, investment funds

Examples of our experience in the following areas is set out below:

Securitisation Portfolio Asset Sales

Auto Loan Securitisation Derivatives

Real Estate Securitisation High Yield Bonds

CLO’s Structured and Project Bonds

Debt Capital Markets

4 | DLA Piper - Our Structured Finance Capabilities SECURITISATION

ABS, MBS and CLOs Understanding your securitisation, IP securitisation and requirements whole business securitisation. Our global team work on ABS, MBS and CLO transactions around the The credit market meltdown not The structured finance group of DLA world. We have more than 200 finance only put a virtual halt to most new Piper comprises not only practitioners lawyers practising in this important issuance in the ABS, MBS and CLO with years of hands-on experience with sector of the market on a global basis. markets, but also had a debilitating these diverse types of transactions, but The team is supported by our leading impact on most law firms with any also thought leaders who are known in corporate, regulatory and tax teams significant commitment of resources the industry for their creative problem- and, as required, works together to structured finance. DLA Piper solving and their entrepreneurial track with our enforcement, litigation and was fortunate in that it was not record in designing and executing restructuring teams, enabling us to forced into a downsizing mode by the new structured finance programs. In apply the experience and understanding meltdown but has instead been able addition, the DLA Piper Structured of some of the largest sector focus to take a contrarian view and use the Finance lawyers have ready access teams of any law firm in the world. Our down market as an opportunity to to the Firm’s diverse mix of other ability to call on over 2,000 lawyers expand and upgrade its securitisation global specialty practices to provide within these areas enable us to capabilities. substantive law and business coverage complete even the largest and/or for anticipated future securitisation The structured finance practice of most complex and multi-disciplinary activity, including real estate, litigation, DLA Piper now encompasses a deep transactions. bankruptcy, intellectual property, bench with significant substantive franchising, insurance and renewable This effective combination of practice experience in a broad range of energy. Examples of our experience skills and geographical reach is essential structured debt transactions. Our team in these sectors are set out in the in an increasingly complex and global has extensive experience in consumer following sections. economic environment. Our ability to asset backed structures and is a leader deliver an efficient integrated service in areas such as auto securitisation. allows us to offer quick and high quality We have deep experience of property solutions with significant savings for structured finance including CMBS and clients in terms of administration, RMBS, CDOs and CLOs as well as management time and bureaucracy. leading experience in esoteric assets Our solutions are both legally effective such as ships, aircraft and project and economically attractive. finance securitisations, tobacco fee

TAX EFFICIENCY

INTERCREDITOR BOND AND AND SECURITY NOTE ISSUANCE ISSUES

CROSS BORDER FINANCIAL CORPORATE SUPPORT AND TRANSPARENCY REGULATION AND AND ADVISORY ISSUES EFFICIENT CAPITAL STRUCTURING

DERIVATIVES EQUITY FINANCE

INSOLVENCY PROTECTIONS AND ENFORCEMENT ISSUES www.dlapiper.com | 5 AUTO LOAN SECURITISATION

DLA Piper has extensive experience advising clients in the automotive sector as we act for the full spectrum of clients in the automotive and manufacturing industries.

SOPHISTICATED AUTO ■■ Advising FGA Capital, the ■■ Advising an auto conglomerate in SECURITISATION STRUCTURES in-house credit institution of Fiat, connection with performing due We have worked with many of the in respect of the securitisation of diligence and bidding on auto-loan leading vehicles manufacturers and its auto-loan receivable assets. originator and servicing platform. finance providers to the auto sector over many years. Members of our team ■■ Advising Citibank as deal counsel ■■ Advising the arranger on the worked on several leading UK market in respect of a portfolio of auto establishment of a $3.6 billion transactions as well as the securitisation loan and consumer finance future flow facility for a national of auto loan portfolios across receivables. auto-loan finance company. Continental Europe and the US. ■■ Advising Santander Global ■■ Advising as lead counsel, the EMERGING AUTO Markets as deal counsel in US finance subsidiary of a global SECURITISATION MARKETS respect of a variety of underlying automobile manufacturer for all The DLA team are actively working asset types including vehicles, capital markets and derivatives with originators and arranger banks on ships and aircraft. transactions. a number of auto loan and consumer ■■ Advising Unicredit as the ■■ Advising an originator of loan securitisations in the CEE region. arrangers on the securitisation auto-loans in connection with The opening of securitisation in these by FGA, the in house credit publicly registered securitisation markets will provide a valuable funding institution of Fiat, of receivables transactions aggregating tool for businesses in the region. relating to its auto-loan approximately $2 billion. Through our network of offices across receivables business in the UK. the CEE and Nordic regions we believe ■■ Advising the arranger and joint we have the most comprehensive ■■ Advising a floor plan financing lead managers on the structuring, coverage of consumer loan and auto company with respect to auto documentation and issue of finance issues of any law firm in the and boat inventories. Notes listed on the Luxembourg EMEA region. Stock Exchange and rated by ■■ Advising a company that Standard & Poor’s. RELEVANT EXPERTISE originated, securitized and

■■ Advising currently on auto loan serviced auto-loans and leases. ■■ Advising the originator and securitisations in the CEE region. servicer on amendment ■■ Advising on a car loans and restatement of securitisation ■■ Advising in connection with securitisation by FCE Bank plc documents relating to increase the securitisation of various UK including advising on various in size and maturity of auto-loan auto-loan receivables. amendments to the structure securitisation transactions. over the years. ■■ Advising in connection with the securitisation of German ■■ Advising a financial institution auto-loan receivables arranged by performing due diligence Crédit Agricole CIB and Société on several billion dollars of Générale. securitised loan portfolios 6 | DLA Piper - Our Structured Finance Capabilities including auto-loans and leases. VEHICLE FUNDING SOLUTIONS providing deal structures and acting ■■ Advising a leading UK contract hire as deal counsel in significant financing and fleet management provider We advise on a variety of structures and transactions. An example transaction on its standard contract hire and products in funding fleet management includes acting for Unicredit as arranger contract purchase documentation companies, contract service providers in respect of FGA, the in-house credit for use with large corporate and rental companies including tax institution of Fiat, with regard to the end users; driven operating lease facilities, finance securitisation of its UK receivables. lease and hire purchase as well as agency ■■ Advising a UK funder and specialist and residual value structures. ECOS provider on the drafting of its Relevant Expertise standard, CCA regulated conditional We also advise providers of fleet ■■ Advising the UK asset finance arm sale and credit sale agreements for management and contract hire services of a leading European bank on employees, establishing a funding and on their funding arrangements, their the outsourcing of vehicle funding lease structure to mitigate risks on supply agreements with manufacturers solutions for its SME customer cash in transit and employers’ salary and dealers (including buyback base to a large Dutch provider of deduction obligations and designing arrangements and volume rated fleet management services and the a suite of receivables purchase discounts), outsourcing arrangements funding by the bank of all vehicle documentation enabling each ECOS and securitisations of contract hire acquisition costs over the lifetime of to be discreetly funded on a receivables. the outsourcing contract; bank-by-bank basis;

We draft and advise on standard ■■ Advising a UK clearing bank on the ■■ Advising the funders on vehicle documentation for contract hire, purchase and semi-securitisation of finance facilities for most of the UK’s contract purchase, finance lease, up to £500m of vehicles and related leading daily rental and accident sale-and-lease-back and bespoke contract hire receivables from the management companies; employee car ownership scheme financing arm of a major US motor ■■ Advising various funders on the (ECOS) structures. manufacturer; insolvency of Rover Group including Our aim is always to provide the legal ■■ Advising the consumer finance arm the unwinding of ECOS funding advice that fully supports our clients’ of a UK bank on its JV arrangements positions, recovery of funded commercial objectives. with an Asian manufacturer to vehicles, buyback arrangements and establish a captive finance company lease terminations; and Working With Leading to fund its UK dealer network and ■■ Advising a UK lessor on its volume Originators and retail business; related discount and buyback Arrangers ■■ Advising the funder on a £50m arrangements with an LCV We have worked with many of the agency facility in favour of a start-up manufacturer, the subsequent leading auto manufacturers in supporting business providing fleet management administration of the manufacturer their day to day operations as well as and contract hire facilities for LCVs. and the renegotiation of new helping to put together securitisations The funding structure involved buyback arrangements with the and other complex funding structures on complex risk sharing arrangements VC-backed NewCo business. their behalf. on fleet residual values including ‘cap’ and ‘collar’ aggregations; Members of our team also regularly work with leading arranger banks in

www.dlapiper.com | 7 REAL ESTATE SECURITISATION

Real estate is one of our favourite asset types. The range of real estate assets, from portfolios of residential mortgages to large single and multi-property commercial developments, make these assets ideally suited to current structured financing techniques.

Depth and quality of We have an extensive commitment on sources, the capital markets look set to experience a global basis to the real estate sector again become an important source of and understand issues which face the capital for the real estate industry. DLA Piper is at the forefront of sector as well as applicable regulatory crafting ground-breaking solutions that Our global platform that combines the and local law issues in nearly every intelligently address the challenges largest real estate capability of any law corner of the global market. Our work presented by today’s real estate firm in the world with multi-specialty has included advising the full range of economy. As the real estate sector expertise, thought leadership and real estate participants ensuring that we increasingly looks to the capital markets entrepreneurship, ensures that the DLA have a good understanding of the needs to raise long-term financing, our Piper real estate structured finance and motivations of all the key players. structured finance lawyers are uniquely team is uniquely situated to play a vital positioned to guide our clients through role in the rebuilding and reshaping of Our understanding of the this re-emerging marketplace. the real estate capital markets of the market future. We are viewed as market leaders in We have worked on CMBS and RMBS the areas of Structured Finance and products since the early development of Securitisations and have advised on these products in the European market. numerous highly structured real estate New issuances of CMBS and RMBS in projects. Decades of experience, Europe have, by historical standards, recognised acumen, and the backing of remained relatively low in recent years the world’s largest real estate practice following the financial crisis. European gives us unparalleled strength in the banks however continue to face financing and refinancing of complex intense pressure to deleverage their international commercial real estate real estate loan portfolios which will transactions, including residential and require alternative funders and the use commercial mortgage-backed securities of capital markets techniques to meet issuances, construction, conduit, much of the funding needed. Given floating and fixed rate financings, the size of the funding gap facing the forward loan commitments, mezzanine European real estate markets over the loans, loan participations and low- next several years and, to date, the income housing tax credits. limited availability of alternative funding

8 | DLA Piper - Our Structured Finance Capabilities LEADING EXPERTISE IN THE We are working with a number of real HIGHLIGHT TRANSACTIONS REAL ESTATE SECTOR estate developers in raising funding through capital markets structures ■■ In 2013 we acted for Leeds DLA Piper has extensive experience combining bonds, captive insurance County Council on the successful advising clients in the commercial real providers and derivative products close of its social housing estate sector as we act for the full to generate funding opportunities to regeneration project for areas spectrum of clients in the real estate meet current real estate development to the north and south of Leeds industry. opportunities. city centre, with a capital value We recently advised Blackstone in of £138.5 million. Under the We have acted for arrangers and connection with the highly publicised project, these areas around swap providers in structuring and “Project Isobel” loan portfolio sale Leeds will be regenerated with documenting RMBS transactions in the transaction. The transaction involved more than 1200 council homes UK and various European markets such the sale of approximately £1.3 billion refurbished, 388 new council as Mornington Funding plc’s UK RMBS (face value) of troubled commercial homes built and environmental transaction. real estate loans by The Royal Bank of improvements to local Scotland to a joint venture purchaser, Members of our team acted on many neighbourhoods and estates. with senior financing provided by billions of CMBS and RMBS asset ■■ In 2013 we advise Dignity plc on the seller. The senior financing was securitisations structured for European its consent solicitation exercise eventually securitised in a market banks to provide liquidity through to Noteholders and further issue leading transaction that was the first enabling senior tranches to be applied of Notes in connection with its non-performing loan securitisation in as collateral in ECB money market whole business securitisation. Europe in the current business cycle. operations. The securitisation involved the In the years since the onset of the We have acted on a range of single issue by Dignity Finance plc of financial crisis, we have advised property and multi-property (single (in total) £204,200,000 Class A Blackstone, Credit Suisse and originator) commercial property Secured 6.310 per cent. Notes due other major financial institutions in securitisations. 2023 and £165,600,000 Class B connection with numerous consensual Secured 8.151 per cent. Notes Our knowledge and experience of a and non-consensual restructurings, due 2031, listed on the Irish Stock vast range of financing techniques for workouts and refinancings of CMBS property assets makes us a leader Exchange. and other commercial real estate in this sector providing innovative structures, frequently advising market solutions and a range of reusable participants with respect to their financing techniques for all participants relative rights and obligations as in the property market. lenders, swap providers, security agents and loan servicers. (See Portfolio Asset Sales for more examples of our real estate portfolio transfers expertise) www.dlapiper.com | 9 COLLATERAL LOAN OBLIGATIONS

LEADERS IN CLO Publication of the CRR has tempered led to a halt in the appetite of investors STRUCTURING outright optimism for the rebirth of the to take on more product leaving product but enthusiasm remains that arrangers and managers with bloated Members of the DLA Piper CLO team with appropriate controls and structuring warehouses of often over geared and are at the forefront of developing there is the opportunity to rebuild this poorly structured assets. As default CLO 2.0 for the European and hugely important asset class. rates increased, participants realised that US market. Having been involved in over leveraged and inflexible structures structuring, documenting, issuing and With economic growth in Europe incorporating tranches of lower grade restructuring many of the first wave flat or declining over recent years (technically higher yielding) corporate of CLOs and CDOs working closely and banks under pressure to further or structured assets combined with with investors, managers and arrangers reduce balance sheets, the opportunity highly illiquid markets presented a highly through the last decade our team have to rebuild liquidity in this asset class toxic mix. Whilst CLOs were not as a deep understanding of the issues should not be missed as a way of exposed to many of these features as affecting investors, managers and helping Europe towards economic highly structured CDOs the market arrangers. recovery. CLOs provide one of the effect was dramatic and managers and most efficient mechanisms for putting Working with participants and following investors realised significant losses. capital to work and, contrary to much closely regulatory developments press comment, the asset class has Many of the features of the new wave affecting the sector we have completed performed reasonably well through of European CLOs or CLO 2.0 as they a number of CLOs in the European the financial crisis. The reopening of are sometimes referred, are attempts and US markets that are designed to the CLO market will provide a much to recognise and improve the first meet the needs of investors, managers needed liquidity mechanism helping round of CLO product. Other changes and arrangers within the new regulatory to relieve pressure on banks’ strained reflect changes to the regulatory regime environment. We are currently working balance sheets enabling the real applicable to CLOs. with participants to further develop and economy to develop and maintain a improve securities available for funding period of sustained growth. and issuing CLOs in the current market. Lessons have however been learnt from Our depth of experience and the pre-crisis period. Up until 2007 the understanding of the markets puts CLO market had experienced a period us at the forefront of the developing of unprecedented growth. In early CLO markets. 2007 however cracks were beginning to show. July 2007 marked the end of a Collateralised Loan period of amazing growth in the CLO Obligations (“CLOs”) market. More than a year earlier than Deals in 2013 have marked the revival the collapse of Lehman in October of the European CLO market. With 2008, the market in CLOs and CDOs increased issuance in the US, and had effectively dried up. A realisation successful early deals in 2013 there that higher than expected default rates is increased interest and appetite for particularly in US property lending developing the market in Europe. would significantly impact the market

10 | DLA Piper - Our Structured Finance Capabilities DLA lawyers have extensive experience with US and European CLOs having represented most arrangers and many prominent collateral managers including the following:

Goldman Sachs Alcentra

Deutsche Bank Ares

JPMorgan Axa

Morgan Stanley Babson Capital Europe

Credit Suisse Carlyle

BAML Highland Capital

Citi GSO/Blackstone

CIBC

Natixis

UBS

Lloyds Bank

In addition to acting as deal counsel sellers of CLO platforms. Our lawyers Octagon’s European CLO platform and collateral manager counsel on represented GSO/Blackstone in and the principals of Indicus Advisors CLOs, DLA lawyers have substantial its acquisition of Harbourmaster, in the sale of their interests to experience advising buyers and Ares Management in its acquisition of Ares Management.

www.dlapiper.com | 11 DEBT CAPITAL MARKETS

“The service and advice are top class” at DLA Piper UK LLP Debt Capital Markets – Legal 500 2012

OUR INTERNATIONAL CAPITAL OUR DEBT CAPITAL MARKETS OUR INTERNATIONAL MARKETS PRACTICE PRACTICE PLATFORM SUPPORTS OUR CLIENTS’ CAPITAL MARKETS Our International Capital Markets Our Capital Markets practice has INITIATIVES practice comprises lawyers worldwide, represented issuers and investment with a presence in most of the world’s banks on numerous debt securities We have built a significant international key financial centres. offerings in both corporate finance platform, including well-established and and structured finance debt capital comprehensive practice capabilities, These lawyers specialise in equity and markets transactions. In the corporate deep industry knowledge in key growth debt capital markets offerings, including finance area, we advise on issuances of sectors and access to international structured bonds and project bonds, and investment grade, high-yield, convertible funding sources through our strong work closely with experienced capital and exchangeable debt securities, relationships with the business markets lawyers in a number of our eurobonds, debt issuance, commercial and funding communities, including offices across EMEA as well as in Asia paper and Medium Term Note (MTN) investment banks and the private equity, and the United States. programmes. In the structured finance hedge fund and venture capital fund ADVISING MARKET area, we advise on securitisations, communities. project and infrastructure bonds, PARTICIPANTS ON THE FULL Using our international platform, our structured notes and derivatives. We also SPECTRUM OF TRANSACTIONS capital markets group provides the advise on debt capital markets liability efficiencies of local and cross-border Our Capital Markets lawyers management transactions, including on-the-ground support. We maintain advise issuers, underwriters, selling consent solicitations, bond tender offers a significant presence throughout shareholders, sponsors, arrangers, lead and exchange offers and advise banks Europe, including in France, Germany, managers, originators, dealers, trustees and insurance companies on a range of Spain, Italy, Austria, Belgium (including a and depositaries on a broad range regulatory capital transactions. of capital markets offerings, including Luxembourg law practice), Netherlands, equity, equity-linked and debt securities, With both English- and US-qualified Ukraine, Poland and several other CEE structured and project financings and lawyers in the practice, we are able to countries. DLA Piper’s specialists from securitisations and collaborate with our advise on the full range of Regulation S, our offices in Europe, Asia, Middle East, derivatives, financial regulation and tax Rule 144A Reg D and SEC-Registered North America, South America and practices both in London and our other debt offerings. Australia cooperate with the UK lawyers on a daily basis. As a result, we EMEA offices and in the United States. Our debt securities lawyers work closely provide comprehensive legal and tax with our derivatives, banking, projects, advisory services related to domestic restructuring, regulatory, corporate, and international projects. Our cohesive real estate, litigation and tax experts to organisational structure ensures the deliver complete advice on any type of constant exchange of know-how as financing seeking to tap the debt capital well as fluid and effective internal markets for various types of complex communication. products or structures and from various jurisdictions.

12 | DLA Piper - Our Structured Finance Capabilities With our broad cross-border experience Exchange, Frankfurt Stock Exchange, HIGHLIGHT TRANSACTIONS and our extensive international network, Warsaw Stock Exchange and various we are in a unique position to deliver other European exchanges, as well as the ■■ Advising Turkish company, integrated advice and support for truly Singapore Exchange, Hong Kong Stock Anadolu Efes, on a benchmark international transactions, involving Exchange, New York Stock Exchange and US$500 million international a number of different jurisdictions, NASDAQ. bond issue. Anadolu Efes is operating closely together and one of Europe’s largest brewers Our expertise includes the listing of coordinating as one team to provide and Coca-Cola bottlers, with shares, bonds and other debt, equity and reliable and efficient services to our operations in a number of equity-linked securities through a variety clients. countries including Turkey, of complex structures. Russia the CIS and the Middle Our strong international platform and East. Anadolu Efes is the first the commitment it represents is why WE WORK WITH OUR CLIENTS Turkish corporate to achieve two many issuers, shareholders, sponsors, TO ACHIEVE A COMMERCIAL investment grade ratings. The arrangers and underwriters rely on our SOLUTION ON TRANSACTIONS deal was led by Bank of America Capital Markets group to deliver global DLA Piper’s Capital Markets practice Merrill Lynch, with a syndicate advice and unmatched local resources in the UK consists of advisers with including HSBC, J.P. Morgan and to support private and public equity and wide experience gained on numerous RBS. debt capital raising transactions. transactions performed for all types of entities including banks, international ■■ Advising Standard Bank Plc on WE PROVIDE ENGLISH, US AND and local corporations, governments, its US$3 billion Fiduciary Note LOCAL LAW ADVICE international financial institutions, Programme. The programme Our international Capital Markets investment funds, consortium members structure enables Standard Bank practice includes capital markets and private investors. to create tradable securities lawyers qualified to practice in several for investors in Europe and Our lawyers take a pragmatic, jurisdictions, including across Europe, the United States based on the commercially driven approach to the Asia-Pacific and the United States, and returns from holding underlying structuring and execution of capital offers integrated securities advice on African assets, such as loans and markets transactions. Where workload complex, cross-border transactions. domestic sovereign bonds. and negotiating pressure points are Our UK Capital Markets team includes likely to arise we are proactive in ■■ Advised UKrLandFarming PLC on lawyers qualified in English law as helping our clients to respond efficiently its tap issue of 10.875%. Notes well as a number of US qualified and effectively to these challenges. to be consolidated with and lawyers familiar with offerings of Our experience allows us to anticipate form a single series with its US securities into the United States by and solve issues before they become $275 million and US $150 million European issuers. We also have strong problems. We believe this offers material 10.875% Notes due 26 March US capital markets teams in New York, benefits to our clients. 2018. Chicago, Washington D.C. and the At DLA Piper, we offer comprehensive U.S. West Coast. ■■ Advising Greek Consignments, support to our clients at all stages of Loans and Deposits Fund (TPD) the transaction, starting with planning OUR LISTINGS EXPERTISE in its €1 billion mortgage-backed the structure of financing (including securitisation. We have a strong track record in term-sheets), through negotiations of handling capital markets issues listing transaction documents, establishment either in London or elsewhere of security, verification of other internationally. In particular, we have documents, to the disbursement completed listings on various exchanges, of funding. including the Main Market, AIM and Effective combination of practice skills ORB on the London Stock Exchange, and geographical reach is essential in Luxembourg Stock Exchange, Irish Stock an increasingly complex and global economic environment. www.dlapiper.com | 13 STRUCTURED AND PROJECT BONDS

We are viewed as market leaders in the areas of Structured and Project Finance and have advised on some of the world’s most prestigious and largest projects.

With dedicated teams of lawyers ALTERNATIVE METHODS OF HIGHLIGHT EXPERIENCE from different countries sharing their PROJECT BOND FINANCING knowledge, we are organised specifically AND MONOLINES EXPERIENCE to deliver thought leadership to clients Participants in infrastructure financing Mersey Gateway Project across the infrastructure sector and our are increasingly looking at bond markets award-winning team is recognised as as an alternative funding option due to ■■ Advising the authority on the being at the forefront of international Mersey Gateway project where PPP developments. ■■ the provision of access to a long we have been engaged with We work across the full range of term fixed rate market (index linked IUK, DfT and HMT in respect infrastructure sectors and have acted or not) which may also avoid swap of how UK Guarantees were for all project participants representing costs; and introduced into the process procuring authorities, bidding consortia, during the tender phase, sub-contractors and funders giving us an ■■ the increasing political pressure to understanding the basis upon invaluable insight as to the drivers and use capital markets as seen through which UK guarantees are going key requirements of all of the players. access to government support to be used by the different schemes. (2020 Project, IUK etc) bidders and the interface Working with issuers, sponsors, with the live procurement. arrangers and lead managers, we Our team have experience of project We therefore have an provides expert advice on raising bonds since the earliest days in the understanding of the different project finance funds in the debt mid-1990s. We understand the roles finance structures being capital markets. Several of the project that the monoline guarantors played proposed by bidders to make bond transactions on which our team when they were supporting project use of UKGS, and the overall has acted have been recognised and bond deals pre-credit crisis. We also won awards, both in the UK and understand the challenges that exist approach to financing. internationally. now, particularly surrounding issues relating to the nature of funds, certainty and flexibility of funding, controlling creditor and bondholder consent processes, credit enhancement and credit rating challenges, and working with bond investors who may not wish to take on construction and development risk issues.

14 | DLA Piper - Our Structured Finance Capabilities ■■ Advising Leeds County Council ■■ Advising UniCredit Bank AG as lead ■■ Advising the arranger and on the first bond financed PFI deal manager on the “Breeze 3” project initial purchaser in a Reg S to be closed in the UK since the securitisation of German and French US$792,000,000 issuance of project financial crisis. The £101 million wind farms, involving the issue by bonds for the financing of the social housing bond will fund the Breeze Finance S.A. of €455 million Taboada water treatment facility refurbishment of 1,245 homes and bonds; in Peru; build 388 new homes; ■■ Advising UniCredit Bank AG as ■■ Advising the arranger and initial ■■ Advising the consortium of arranger to the Ocean Breeze purchaser in a Rule 144A/Reg BESI X, Eiffage, Heijmans and Finance €1,161 million Euro Note S US$254 million project bond Stadsbader Flamand on its Programme; offering for the financing of the bid for the €500 million A11 Tramo 5 section of the IIRSA Sur Bruges-Westkapelle road PPP in ■■ Advising Keele Residential Funding toll road project in Peru; Belgium’s Flanders region. The road plc as the issuer on a tender offer forms part of the Trans-European and new structured bond issue to ■■ Advising the initial purchaser in a Transport Network (TEN -T) and finance Keele University, involving Rule 144A/ Reg S US$164.9 million is one of the pilot projects for the the issue of £137,450,000 2.108 per issuance of project bonds for the EU and EIB’s Project Bond 2020 cent guaranteed secured bonds Jorge Chávez International Airport initiative; due 2047; in Lima, Peru;

■■ Advising the Catalyst consortium ■■ Advising the funders on the ■■ Advising the issuer, arranger and in connection with the financing acquisition and bond refinancing initial purchaser in a Rule 144A/Reg documents for the £470 million of the Scotland Northern Ireland S US$1.2 billion issuance of project Ambac wrapped bond and EIB loan Pipeline (Gas); bonds for the financing of the Tramo for Manchester Children’s Hospital; 2 and 3 sections of the IIRSA Sur toll ■■ Advising a public authority in road project in Peru; and ■■ Advising Deutsche Bank in the connection with the procurement, hybrid project bond financing of a 20 development and project ■■ Advising the monoline insurer MW solar power plant in Spain; bond financing of a 60 MW, on the commercial aspects US$154 million publicly financed of the Exeter Court Centre ■■ Advising the Bonaventura greenfield biomass energy project in project including the vires of the consortium as project company Baltimore and Maryland; Lord Chancellors department. and the issuer on project bond This project won the award for issues for the Austrian A5 ■■ Advising Peru’s Terminales best accommodation project under Nordautobahn motorway project, Portuarios Euroandinos Paita (TPEP) £20 million PFI Awards in London. involving the issue by Ostregion on the $110 million Rule 144A/Reg S Investmentgesellschaft Nr. S.A. offering of senior secured notes due of €425 million Floating Rate 2037 to fund the expansion of the Guaranteed Secured Senior Bonds Port of Paita in Peru; due 2039 (guaranteed by Ambac), €100 million 4.304 per cent. ■■ Advising as transaction counsel in Secured Junior Bonds due 2010 and an up to Reg S US$837,750,000 €78 million Floating Rate Secured issuance of project bonds for the Mezzanine Bonds due 2039; financing of the Autopista del Sol Toll Road, Trujillo-Sullana section, in Peru; www.dlapiper.com | 15 HIGH YIELD DEBT

OUR HIGH YIELD ABILITY

DLA Piper has significant global experience in dealing with Our London-based capital markets group includes a number high-yield, mezzanine and investment-grade debt products, of partners, counsel and associates, specializing in securities representing issuers and banks across a broad range of offerings of issuers in the EMEA region. The Group includes industry sectors. both English- and US-qualified securities lawyers with significant experience advising on transactions under Rule In the high yield sector the deepest and most active market 144A and Regulation S, throughout the entire spectrum of in high yield securities has traditionally been in the United equities, investment-grade debt, equity-linked securities, high- States. The extensive network of offices we have in the yield notes and structured financings. In addition, our capital United States and particularly our New York office means markets group in the United States includes numerous US- that we have significant expertise in the offering of high yield qualified securities partners with particular expertise in high- securities in the United States and other major markets, yield bond financings on both sides of the Atlantic. Together including EMEA. with our capital markets colleagues in the United States and our various offices in a number of jurisdictions in the The experience of our London and New York teams in high EMEA region, we provide a complete combination of skills yield bond issuance includes advising arrangers, issuers, and experience, including high-yield structuring and covenant investors and other counterparties in a wide range of capital negotiation expertise, diligence and disclosure experience markets transactions. Our experience includes acquisition- with offerings by EMEA issuers and strong local knowledge related term debt, growth companies seeking start-up and understanding in most countries in the region. funding, emerging market companies, infrastructure project investments and restructuring and recapitalization issues. Our team regularly works with our London-based leveraged Our lawyers have experience of structuring, issuing, buying, and debt finance group which combines specialist expertise selling and restructuring high yield notes. in all aspects of debt financing including leveraged and acquisition financings, financial regulation, funds, senior, In London our leveraged finance and capital markets groups mezzanine and subordinated bank lending. consist of 35 lawyers. These include not only practitioners with years of hands-on experience with these diverse types Our lawyers have ready access to our firm’s diverse mix of of transactions, but also thought leaders who are known other global specialty practices to provide substantive law in the industry for their creative problem-solving and their and business coverage. entrepreneurial track record in designing and executing new approaches to finance.

16 | DLA Piper - Our Structured Finance Capabilities Our global experience includes numerous ■■ Advised UKrLandFarming PLC on its tap issue of 10.875%. Notes to be consolidated with and form a single series transactions with deal sizes typically with its US $275 million and US $150 million 10.875% ranging from $100m to several billion Notes due 26 March 2018. dollars. Our global network, which is ■■ Advised Rolta India Limited on the first Rule 144 A/ Reg S high yield bond from India in its issue of US $200 million the largest of any law firm in the world 10.75% Senior Notes in the international markets. today, allows us to rely on not only our ■■ Represented UBS as the initial purchaser in a $225 million lawyers in the US and London but also 144A offering of high yield notes by Bunge Trade Limited, an offshore finance subsidiary of Bunge Alimentos S.A., a lawyers in many of the jurisdictions Brazilian agribusiness corporation. where target companies have subsidiaries ■■ Represented UBS as the initial purchaser in a $225 million and business operations, allowing us to 144A offering of high yield notes by Bunge Trade Limited, an offshore finance subsidiary of Bunge Alimentos S.A., a provide a seamless service in respect of Brazilian agribusiness corporation. due diligence, title, security, corporate ■■ Represented Merrill Lynch & Co. as initial purchaser activity, guarantees and other issues that in the $400 million 144A/Regulation S offering of high yield notes by Santisa Finance Ltd., a finance subsidiary arise in high yield transactions. of a predecessor of Bunge Alimentos S.A., a Brazilian commodities corporation.

Our lawyers have direct experience of ■■ Represented Citigroup Global Markets Inc. as the working on high yield structuring desks of initial purchaser in the $400 million 144A/Regulation S offering of high yield notes collateralised by export credit major European investment banks. receivables by Arcel Finance Limited, a finance subsidiary of Aracruz Celulose S.A.

■■ Represented KDB in respect of a $700 million term high yield debt and bridge financing in respect of the acquisition of Acushnet Company, the holder of Titleist and Footjoy brands by Fila group during 2011.

■■ Represented an international group of high tech companies in a 144A offering of $250 million aggregate principal amount of high yield senior notes, led by Goldman Sachs & Co., Barclays Capital Inc., Deutsche Bank Securities Inc. and Morgan Stanley Inc.

■■ Represented ABN AMRO as lead manager in a $100,000,000 high yield bond offering by Iansa Overseas Limited, guaranteed by Empresas Iansa S.A.

www.dlapiper.com | 17 PORTFOLIO ASSET SALES

We have structured and implemented many of the largest and most complex distressed debt sale transactions in recent years and have guided our clients, on both the sell side and the buy side, in connection with the purchase and sale of billions of dollars worth of distressed assets.

We have extensive experience in all properties located across Europe, ■■ Acting for an investor in relation types of asset disposals, ranging from with a significant exposure to to the purchase of a participation simple mortgage and loan portfolio Germany and the Netherlands. in a portfolio of UK real estate sales to complex, tax-driven and loans with a face value in excess structured disposals. of £1.1bn. The loan portfolio ■■ Representing Parella Weinberg consisted of an asset mix of Partners in connection with its offices, retail and light industrial ■■ Advising Blackstone on its purchase from Banco Popular units predominantly based in purchase of a large portfolio of de Puerto Rico of a portfolio London. Providing UK and US troubled commercial real estate of non-performing residential, advice on the structure of the loans (with a face value in excess construction and commercial transaction and the due diligence of £1.3 billion) from The Royal real estate loans and REO assets undertaken. Bank of Scotland. This market- having an aggregate face value of leading transaction involved a $1.6 billion. The portfolio was joint venture purchaser, as well purchased by a joint venture vehicle ■■ Providing strategic structuring as senior financing provided owned by Parella Weinberg and advice to Bradford & Bingley in by the seller, which the seller Caribbean Property Group, with connection with the preparation expects to securitise in the the purchase price funded in part for sale and ultimate disposal future. The assets in this portfolio with senior financing provided by of a £1.9 billion portfolio of are secured by properties located the seller. commercial mortgages to GE Real throughout the United Kingdom. Estate Finance and a £2.2 billion portfolio of social housing loans to ■■ Representing Landcap Partners a Dexia. ■■ Advising a major Swiss investment joint venture between Goldman bank in the sale of two separate Sachs and Northstar Finance portfolios of loans and loan Realty Corp. in the acquisition ■■ Providing sale-side due diligence interests with face values in of a portfolio of land and to Dresdner Bank on a non- excess of €1.3 billion and £1.2 construction loans secured by performing loan portfolio valued billion, respectively. In each residential lots in various stages in excess of €1.2 billion comprising case, the sale was a complex of development throughout the over 300 borrowers and made up tax-efficient highly structured Continental United States. mainly of commercial loans. transaction involving special purpose entities jointly owned by the investment bank and ■■ Advising a UK-based private ■■ Bulk sale projects of private equity investors. The equity firm in its bid to purchase non-performing loans for transaction was funded through from Lloyds Banking Group a Morgan Stanley and multi-currency senior financing portfolio of 27 senior, mezzanine Citibank. provided by the seller. The and revolving/working capital purchased assets were secured by facilities with a face value in excess of £500 million.

18 | DLA Piper - Our Structured Finance Capabilities HOW WE CAN ASSIST

STRUCTURED ADVICE Security reviews OTHER ISSUES We believe that we are uniquely qualified If requested, we are prepared to Other issues that we anticipate may to provide advice on potential structures undertake a review of the direct arise in relation to a transaction, all of for portfolio sales transactions having security for the portfolio, identifying which we have addressed in previous gone through this same process for any issues as soon as practicable. transactions, include: numerous clients from both the The full report would be prepared on ■■ mitigation of the accounting, “sell-side” and the “buy-side”. Our an exceptions basis. regulatory and other compliance experience is that whilst there are In our view, the diligence undertaken issues arising from the transaction, various common themes, often the should yield information that is useful, and to the extent of any retained structure is heavily influenced by specific rather than undertaking the diligence for interests by the Seller, requirements requirements of the parties. While we the sake of it. The scope of the security to achieve off-balance sheet/true can craft a proposed structure with review would be pre-agreed. sale treatment for the transaction; you to address specific issues, it is likely that the potential purchaser will have Ppi claims management ■■ tax concerns (including withholding tax, VAT and real estate transfer strong views that will also need to be We understand portfolios may be subject tax); accommodated. to PPI claims and that the parties may Document gathering be expected to manage these claims ■■ the timely resolution of any and data tape population after closing. We would expect the sale applicable merger clearances; and and purchase agreement specifically to We have extensive experience in the ■■ data transfer and privacy issues in address the management of liabilities, creation and auditing of data rooms. We the UK. and responsibility for ongoing claims have very clear ideas as to how we can management and reporting. interact with the Seller’s data supply Marketing team to ensure a consistent and usable Documentation and Our prior experience in the structured resource is created that will permit fluid implementation disposal of troubled loan portfolios has access to information and the ability to Having been deeply involved in a number been very much as a partner with the respond to any bidder’s or the ultimate of market-leading loan portfolio sale client, so we have considerable market purchaser’s concerns regarding any transactions, we have a well-developed knowledge and contacts that we expect aspect of the portfolio. If you require set of precedent documents and a finely will be valuable to you in your objectives. our assistance, any further work collating tuned sense of market practice. Our Working out the assets and uploading and/or updating data would experience in this regard includes the once owned be carried out by a team dedicated to the drafting and negotiation of sale and project. purchase agreements with tested and With over 200 dedicated lawyers, we Due diligence issues reliable transfer mechanics, true-up have one of the largest restructuring provisions, limitations on representations practices in the world, enabling us We can discuss with you the best way and warranties, any related indemnities, to develop intelligent work-out in which to assist with data request transitional servicing agreements and, solutions for the assets once they are responses to bidders and any necessary to the extent any bid is contingent acquired, ranging from debt and equity analysis, including co-location of staff. As a on Seller’s ongoing equity or debt restructurings to tender offers to matter of priority, a team separate from participation, joint venture agreements insolvency proceedings, administration, any that assists the Seller’s data collation and vehicles and senior and mezzanine receivership and similar arrangements team will be available to address whatever financing documents. in each of the world’s global financial issues are raised by potential purchasers centres and beyond. as they evaluate the diligence information available in the data room.

www.dlapiper.com | 19 DERIVATIVES

Our derivatives team provides advice on Many of our instructions involve hedging products as part of (and as often required by) larger financing transactions, a wide variety of derivatives, including including securitisations and synthetic structures utilising interest-rate and currency swaps, credit derivative instruments to transfer risk. Our derivatives specialists coordinate with lawyers in all areas of the firm, default swaps, bond financing hedges, including our Funds Group, which acts for a number of Hedge guaranteed investment contracts, credit Funds, to provide maximum value for our clients. and equity total return swaps, ISDA In today’s challenging environment, we work particularly closely with members of our Restructuring Group and our master swap documentation (1992 Litigation and Regulatory Groups, who have participated and 2002 versions) and credit support in unwinding and closing out derivatives transactions resulting from some of the most publicised insolvencies documentation, equity and equity-indexed and reorganisations in recent memory. As derivatives are swaps, commodity and commodity- increasingly the focus of regulators’ attention, our Financial indexed swaps, option transactions of Services Regulatory Group has been providing advice on existing regulatory requirements and on new developments all types, forward transactions, prime in regulatory policy towards derivatives instruments and their brokerage relationships, master and global settlement. master repurchase and securities lending In addition, our tax team understands the complexities of derivatives transactions and advises clients on the tax efficient agreements (whether GMRA and GMSLA use of traditional products and synthetic products as well as versions or locally drafted agreements), domestic and offshore structures. cross-netting agreements, credit-linked and other structured notes, custody agreements with financial intermediaries, guarantees and letters of credit.

20 | DLA Piper - Our Structured Finance Capabilities DLA Piper’s derivatives team has expertise in advising counterparties on a range of derivatives transactions, including ISDA master documentation, related credit support arrangements and structured derivatives involving credit, equity, commodity, fixed income, currency and fund derivatives.

RECENT RELEVANT EXPERIENCE

■■ Advising a number of European banks on implications ■■ Negotiating prime brokerage trading documents including and steps to be taken with regard to their derivatives customer account agreements, options agreements, trading business due to implementation of EMIR. master and global master repurchase agreements, custody agreements and margin and securities lending ■■ Advising banks and originators on front and back swaps agreements for hedge fund counterparties. in securitisations complying with criteria for de linkage applied by all major CRAs. ■■ Advising emerging market financial institutions with respect to credit default swaps and related derivatives ■■ Advising a number of UK and US financial institutions, documentation. corporates and other counterparties both with respect to interest rate and currency hedging transactions linked ■■ Negotiating debt-instrument and equity total return to syndicated or club bank facilities and bond financings. swaps for hedge fund counterparties.

■■ Representing and advising numerous clients with ■■ Advising an international syndicate of banks on an respect to the unwinding, close-out and restructuring acquisition financing transaction in Europe together of derivatives transactions with insolvent entities, with interest rate and currency swap aspects. including protecting counterparty assets in connection with the administration of Lehman Brothers Holdings ■■ Advising on a credit-linked note transactions in central Inc. and its affiliates. Europe and default implications.

■■ Advising the sponsor on a PPP project finance road ■■ Advising a major UK plc on hedging the actuarial model of longevity for its pension fund with a life assurance transaction in Germany together with related interest provider in conjunction with pension fund trustees and rate swap and interest rate cap aspects. their financial advisors. ■■ Advising various market participants on commodity derivatives transactions conducted through energy and ■■ Advising the London office of a European investment bank on its ISDA Master Agreement and confirmations emissions trading markets. for cross currency interest rate swaps relating to ■■ Advising on equity linked structures in respect of Asian various financing transactions. equity markets.

■■ Advising a major European investment bank on their ■■ Advising on a wide range of credit default swaps, total ISDA, repo and prime brokerage documentation with return swaps and credit linked notes. their funds clients.

www.dlapiper.com | 21 OUR INTERNATIONAL TEAM

22 | DLA Piper - Structured Finance UK

Martin Bartlam Ronan Mellon Partner & Global Group Co-Head Partner T +44 (0)207 796 6309 T: +44 20 7796 6770 [email protected] [email protected]

Robert Mower Tony Lopez Partner Partner T +44 (0)207 796 6419 T +44 20 7153 7208 [email protected] [email protected]

John Delamere George Barboutis Partner Partner T +44 (0)15 1237 4776 T: +44 20 7796 6745 [email protected] george.barboutis@dlapiper

Michael McKee Ugo de Vivo Partner Of Counsel T +44 (0)20 7153 7468 T: +44 20 7796 6029 [email protected] [email protected]

Camilla Coates Chris Godwin Associate Senior Associate T: +44 20 7796 651 T: +44 (0)20 7153 7433 [email protected] [email protected]

Sandeep Kaur Steven Krivinskas Associate Senior Associate T: +44 20 7153 7411 T: +44 20 7796 6524 [email protected] [email protected]

Gavin Punia Marcus Lovatt Associate Associate T: +44 20 7153 7072 T: +44 20 7153 7093 [email protected] [email protected]

www.dlapiper.com | 23 UK

Simon Wright Simon Wright Legal Director Legal Director T +44 20 7796 6214 T +44 20 7796 6214 [email protected] [email protected]

Alexander Kolmakov Will Sherwin Senior Associate Associate T +44 20 7796 6529 T +44 121 262 5683 [email protected] [email protected]

Charles Weems Associate T +44 161 235 4634 [email protected]

24 | DLA Piper - Our Structured Finance Capabilities CONTINENTAL WESTERN EUROPE

Véronique Collin Fabrice Armand Partner – France Partner – France T +33 (0)1 40 15 24 93 T +33 (0)1 40 15 24 43 [email protected] [email protected]

Jesus Zapata Ignacio Gómez-Sancha Partner – Spain Partner – Spain T: +34 91 788 7373 T +34 91 319 1212 [email protected] [email protected]

Koen Vanderheyden Lex Oosterling Partner - Brussels Advocaat - Netherlands T +32 (0)2 500 6552 T + 31 20 541 9948 [email protected] [email protected]

Jacques Richelle Yves Brosens Location Head - Brussels Partner – Belgium T +32 (0)2 500 1508 T +32 (0)2 500 1509 [email protected] [email protected]

Frank Schwem Wolfram Distler Location Head - Germany Partner - Frankfurt Frankfurt T +49 (0)69 271 33 202 T +49 (0)69 271 33 280 [email protected] [email protected]

Nina-Luisa Siedler Eyke Gruening Partner – Germany Partner - Frankfurt T +49 (0)30 300 13 14 11 T +49 (0)69 271 33 290 [email protected] [email protected]

Domenico Gaudiello Ugo Calò Partner – Rome Partner – Italy T +39 06 68 880 1 T +39 02 80 618 1 [email protected] [email protected]

Antonio Lombardo Gerard Kneppers Location Head - Italy Partner - Amsterdam T +39 06 68 880 512 T +31 20 541 9811 [email protected] [email protected] www.dlapiper.com | 25 CENTRAL AND EASTERN EUROPE

Attila Csongrady Jasna Zwitter-Tehovnik Partner - Vienna and CEE Partner - Vienna and CEE T +43 1 531 78 1750 T +43 (0)1 531 78 1025 [email protected] [email protected]

Gábor Borbély Sabin Volciuc-Ionescu Partner – Hungary Counsel - Bucharest T +36 1 510 1100 T: + 40 372 155 820 [email protected] [email protected]

Pavel Marc Ted Jonas Partner – Czech Republic Office Manging Partner - Tbilisi T +420 222 817 402 T: +995 32 250 93 00 [email protected] [email protected]

Krzysztof Wiater Michaela Stessl CEE - Regional Managing Partner Office Manging Partner - Bratislava T +48 22 540 74 47 T: +421 2 59202 142 [email protected] [email protected]

Pawel Turek Senior Associate - Warsaw T +48 22 540 74 87 [email protected]

26 | DLA Piper - Our Structured Finance Capabilities RUSSIA, UKRAINE AND BALTIC STATES

Oleksandr Kurdydyk Vyacheslav Khorovskiy Partner – Ukraine Partner – Russia T +380 44 490 95 70 T +7 (495)221 4477 [email protected] [email protected]

Per Rönström Hans Christian Brodtkorb Managing Partner – Stockholm County Managing Partner - Olso T +46 8701 78 69 T: +47 2413 1585 [email protected] [email protected]

www.dlapiper.com | 27 TURKEY AND MIDDLE EAST

Paul McViety Aaron Dikos Legal Director - Dubai Senior Legal Consultant - Bahrain T +971 4 438 6260 T +973 1728 1402 [email protected] [email protected]

Tamsyn Mileham Isil Okten Partner - Istanbul Partner - Istanbul T + 90 212 340 05 86 [email protected] [email protected]

28 | DLA Piper - Our Structured Finance Capabilities USA

Roger Meltzer Partner & Global Chair, Corporate and Richard J. Reilly Jr. Finance Practice Partner & Global Group Co-Head T: + 1 212 335 4550 T +1 212 335 4910 [email protected] [email protected]

Jeffery Steiner Jack Kantrowitz Partner Partner T: +1 212 335 4580 T: +1 212 335 4845 [email protected] [email protected]

Ronald S. Borod Marc B. Friedman Senior Counsel Partner T: + 1 617 406 6003 T: +1 410 580 4153 [email protected] [email protected]

Christopher Paci Jamie Knox Partner Partner T: +1 212 335 4970 T: +1 212 335 4992 [email protected] [email protected]

Sidney Burke Brian Doyle Partner Partner T: +1 212 335 4509 T: +1 312 368 2107 [email protected] [email protected]

Ann Lawrence Robert Unger Partner Partner T: +1 213 330 775 T: +1 212 335 4690 [email protected] [email protected]

Claire Hall Gianluca Bacchiocchi Of Counsel Partner T: +1 310 595 3037 T: +1 312 368 3450 [email protected] [email protected]

www.dlapiper.com | 29 USA

Rand Peppas Marc Horwitz Partner Partner T: +1 212 335 4715 T: + 1 312 368 3422 [email protected] [email protected]

Mary Sue Butch Lucien White Attorney Of Counsel T: +1 212 335 4695 T: +1 212 335 4764 [email protected] [email protected]

R. Kenneth MacCallum Michael Macaluso Partner Partner T: + 1 212 335 4865 T: +1 612 524 3032 [email protected] [email protected]

Joseph Philip Forte Partner T: +1 212 335 4806 [email protected]

ASIA

Robert Caldwell Ben Sandstad Partner - Hong Kong Partner - Hong Kong T: +852 2103 0536 T: +852 2103 0488 [email protected] [email protected]

30 | DLA Piper - Our Structured Finance Capabilities The scale of our business, the breath and range of our platform and the high ability of our lawyers provides the best value solution for business wherever in the world you operate.

www.dlapiper.com | 31 If you have finished with this document, please pass it on to other interested parties or recycle it, thank you. www.dlapiper.com

DLA Piper is a global law firm operating through various separate and distinct legal entities. Further details of these entities can be found at www.dlapiper.com Copyright © 2013 DLA Piper. all rights reserved. | NOV13 | 17