PRACTICE OVERVIEW

Capital Markets

As counsel of choice for many of the world’s leading issuers and underwriters, Davis Polk’s share of capital markets advisory work led all other U.S. firms in 2015.

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Capital Markets Practice Overview

Davis Polk has one of the world’s preeminent capital markets practices. Leading international corporations and the world’s largest financial institutions look to our lawyers for advice on the most complex securities transactions that require highly creative and sophisticated advice.

Highlighted IPO Representations

Advised on five of the six largest IPOs in Virtu Financial ($361 million). SEC- Coupa Software ($153 million). SEC- history, including the largest-ever IPOs registered IPO by Virtu Financial, registered IPO and listing on the by U.S. and Latin American issuers a financial technology company. by Coupa Software, provider of a unified, and the largest-ever IPO in Asia We advised the underwriters. cloud-based spend management platform that connects organizations with suppliers Twitter ($3.9 billion). $2.1 billion SEC- Etsy, Inc. ($306 million). SEC-registered globally. We advised the underwriters. registered IPO and $1.8 billion convertible IPO by Etsy, Inc., a marketplace where notes offering by Twitter. We advised the millions of people around the world Kinsale Capital ($121.4 million). SEC- underwriters. These were the largest IPO connect, both online and offline, to registered IPO and NASDAQ listing by and convertible offerings in the technology make, sell and buy unique goods. Kinsale Capital Group, an established sector in 2013 and 2014 respectively. We advised the underwriters. and growing specialty insurance company. We advised the underwriters. First Data ($2.6 billion). SEC-registered Bats Global Markets ($290.6 million). IPO by First Data, a financial technology SEC-registered IPO by our client Editas Medicine ($108.6 million). SEC- company. This was the largest U.S. IPO Bats Global Markets, a leading global registered IPO and NASDAQ listing by in 2015. We advised the underwriters. operator of securities exchanges Editas Medicine, a leading genome and other electronic markets. editing company dedicated to treating GoDaddy Inc. ($520 million). SEC- patients with genetically defined diseases registered IPO by GoDaddy Inc., a The Bank of N.T. Butterfield & Son by correcting their disease-causing technology provider to small businesses, Limited ($287.5 million). SEC-registered genes. We advised the underwriters. web design professionals and individuals. IPO and listing on the NYSE by We advised the underwriters. The Bank of N.T. Butterfield & Son Quantenna Communications ($107 Limited, Bermuda’s first and largest million). SEC-registered IPO and Manchester United ($483 million). independent bank and a specialist listing on the NASDAQ by Quantenna $233 million SEC-registered IPO provider of international financial Communications, a leader in the design, by Manchester United, one of the services. We advised the underwriters. development and marketing of advanced most well-known and popular sports high-speed wireless communication franchises in the world. We advised Grupo Supervielle ($280.5 million). SEC- solutions enabling wireless local area the underwriters. We also advised the registered IPO and listing on the NYSE networking. We advised the underwriters. underwriters on two subsequent equity by Grupo Supervielle S.A., a financial offerings in aggregate of $250 million. group in Argentina. The company owns Fogo de Chão, Inc. ($101.5 million). Banco Supervielle S.A., the fifth-largest SEC-registered IPO and listing on the Israel Chemicals ($421 million). SEC- Argentine private domestically controlled NASDAQ by our client Fogo de Chão, registered IPO and listing on the NYSE bank in terms of assets, with a strong Inc., a leading Brazilian steakhouse, or by our client Israel Chemicals, a leading geographic presence in the City of churrascaria, which has specialized for specialty minerals company that extracts Buenos Aires and the greater Buenos over 35 years in fire-roasting high-quality raw materials and utilizes sophisticated Aires metropolitan area, Mendoza and meats utilizing the centuries-old Southern processing and product formulation San Luis. We advised the underwriters. Brazilian cooking technique of churrasco. technologies to add value to customers in three attractive end-markets: agriculture, food and engineered materials. 4 DAVIS POLK & WARDWELL llp

Companies we have worked with include:

GeoPark Limited ($95 million). SEC- Advanced Accelerator Applications Biotie Therapies Corp. ($56.7 million). registered IPO and listing on the ($75 million). SEC-registered IPO and SEC-registered IPO and listings NYSE by our client GeoPark Limited, listing on the NASDAQ by our client on the NASDAQ and NASDAQ an independent oil and natural gas Advanced Accelerator Applications, a OMX Helsinki by our client Biotie exploration and production company French radiopharmaceutical company Therapies Corp., a specialized drug with operations in South America. founded in 2002 to develop innovative development company focused on molecular nuclear medicine products. products for neurodegenerative Prosensa Holding ($89.7 million). and psychiatric disorders. SEC-registered IPO and listing on the Corvus Pharmaceuticals ($70.5 NASDAQ by our client Prosensa Holdings, million). SEC-registered IPO and Auris Medical Holding ($56.4 million). SEC- a Dutch biotechnology company engaged listing on the NASDAQ by Corvus registered IPO and listing on the NASDAQ in the discovery and development of Pharmaceuticals, a clinical stage by our client Auris Medical, a Swiss RNA-modulating therapeutics for the biopharmaceutical company focused on biopharmaceutical company focused on treatment of genetic disorders. the development and commercialization the development of novel products for of novel immuno-oncology therapies. the treatment of inner ear disorders. EPAM Systems ($82.8 million). SEC- We advised the underwriters. registered IPO and listing on the NYSE Affimed N.V. ($56 million). SEC-registered by our client EPAM Systems, Inc., a Health Insurance Innovations IPO and listing on the NASDAQ by Pennsylvania-based leading global IT ($65.3 million). SEC-registered IPO our client Affimed, a clinical-stage services provider focused on complex and listing on the NASDAQ by our biopharmaceutical company focused software product development services, client Health Insurance Innovations, on discovering and developing highly software engineering and vertically a Florida-based leading developer targeted cancer immunotherapies. oriented custom development solutions. and administrator of affordable health C1 Financial ($44.7 million). SEC- insurance and ancillary products for AC Immune ($75.9 million). SEC- registered IPO and listing on the NYSE the uninsured and underinsured. registered IPO and listing on the by our client C1 Financial. Based in St. NASDAQ by our client AC Immune, MediaMind Technologies ($58 Petersburg, Florida, C1 is focused on a clinical stage Swiss-based million). SEC-registered IPO and servicing the needs of entrepreneurs, biopharmaceutical company focused on listing on the NASDAQ by our client tailoring a wide range of relationship neurodegenerative diseases with four MediaMind Technologies, a leading banking services to entrepreneurs and product candidates in clinical trials. global provider of digital advertising their families, including commercial loans campaign management solutions to and a full line of depository products. advertising agencies and advertisers. CAPITAL MARKETS PRACTICE OVERVIEW 5

Global IPO Rankings

| 0 | 50,000 | 100,000 | 150,000 | 200,000 | 250,000 (US$Millions)

Davis Polk Global IPOs Top U.S. Legal Advisers Simpson Thacher Issuer and Underwriters Combined Sullivan & Cromwell 2011 - Present

Latham & Watkins

Skadden

Source: Thomson Reuters

Global Equity Follow-On Rankings

| 0 | 75,000 | 150,000 | 225,000 | 300,000 | 375,000 (US$Millions)

Davis Polk Global Equity Follow-On Offerings Simpson Thacher Top U.S. Legal Advisers Issuer and Underwriters Sullivan & Cromwell Combined 2011 - Present Cleary Gottlieb

Latham & Watkins

Source: Thomson Reuters 6 DAVIS POLK & WARDWELL llp

NEW YORK MENLO PARK

Maurice Blanco Deanna L. Kirkpatrick Bruce K. Dallas [email protected] [email protected] [email protected] 212 450 4086 212 450 4135 650 752 2022 

John G. Crowley Nicholas A. Kronfeld Alan F. Denenberg [email protected] [email protected] [email protected] 212 450 4550 212 450 4950 650 752 2004

Derek Dostal John B. Meade Stephen Salmon [email protected] [email protected] [email protected] 212 450 4322 212 450 4077 650 752 2063 

Richard A. Drucker Byron B. Rooney Sarah K. Solum [email protected] [email protected] [email protected] 212 450 4745 212 450 4658 650 752 2011 

Manuel Garciadiaz Richard J. Sandler [email protected] [email protected] 212 450 6095 212 450 4224

Joseph A. Hall Shane Tintle [email protected] [email protected] 212 450 4565 212 450 4526

Sophia Hudson Richard D. Truesdell Jr. [email protected] [email protected] 212 450 4762 212 450 4674

Michael Kaplan [email protected] 212 450 4111 “Capital Markets Practice Group of the Year”

– Law360 2014 and 2015

“Equity Capital Markets Team of the Year”

– 2015 IFLR Americas Awards

One of only four firms worldwide to be ranked in the most elite tier of law firms for both debt and equity capital markets

Chambers Global

1st in 18 Global and U.S. capital markets categories in 1H 2016 more than any other firm

– Thomson Reuters 1H 2016

“Law Firm of the Year”

– 2015, 2013, 2010 and 2008 Structured Products Americas Awards

“America’s Top Corporate Law Firms”

– 2015 NYSE Governance Services and FTI Consulting davispolk.com

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