Investment funds and asset management Contents Introduction to our capabilities in the sector 1 An overview of our practice 2 Investment funds 4 M&A in asset management 6 Global investigations, regulatory and taxation 8 Real estate and infrastructure investment 12 Debt investment and financing 14 Our leading position in the sector 16 Our lead sector contacts 18 Our lead specialist contacts for the sector 20 Very good service; they go the extra mile for us. I never have any doubts that they put my interest as a client first. I always have the impression that they’re there fighting my corner. Chambers UK, 2015 Introduction to our capabilities in the sector Slaughter and May has a leading specialist We look forward to discussing how we can investment funds and asset management practice, best support you. If you have any questions, which forms part of our Financial Institutions please contact: Group. We are well known for providing global coverage and market leading advice on bespoke, Robert Chaplin, Partner high value and complex projects. T +44 (0)20 7090 3202 E [email protected] We advise integrated financial institutions, traditional and alternative asset managers, banks, Paul Dickson, Partner insurers, investment funds and the providers of T +44 (0)20 7090 3424 related services. E [email protected] Our capabilities in the sector are focussed on four Robin Ogle, Partner main areas: T +44 (0)20 7090 3118 E [email protected] • Mergers, acquisitions, formations and reorganisations of asset management Slaughter and May businesses and transactions in fund assets One Bunhill Row, London EC1Y 8YY. • Public and private fund advisory work: fund, structuring, formation and reconstruction together with investment management, advisory and outsourcing arrangements • Investigations, contentious and non-contentious regulatory advice and taxation • Real estate, infrastructure and debt investment/financing and non-bank lending. They are very good at making you feel that you are the only client they have. Chambers UK, 2016 / Investment funds and asset management 1 An overview of our practice We provide seamless advice on a whole range of • Transactional work involving investment funds, matters relating to asset management. Our lawyers whether to enhance investor value, to solve draw on a broad skills base to provide innovative liquidity difficulties or otherwise (including solutions to help clients meet the challenges facing share buybacks, reconstructions and mergers) the industry. • Commercial arrangements such as outsourcing, Our day-to-day work includes: custody, platforms, white-labelling and distribution • M&A involving asset management business, whether of a single business or as part of • Investigations, contentious and non-contentious a transaction affecting a wider financial regulation, anti-trust, employment services group and taxation • Examining strategies and structural alternatives • Reviewing corporate governance and when asset management businesses consider remuneration practices of firms and assisting mergers, acquisitions, joint ventures and other with “health checks” on key legal agreements investment opportunities with counterparties. • The formation, funding and reorganisation of Our investment funds and asset management asset management businesses practice forms part of our Financial Institutions Group, and we draw upon expertise from across • Acquisition and disposal of investment fund assets the firm, including from our banking and insurance groups, to provide a comprehensive service across • Advice throughout the life cycle of funds - all areas of the industry. such as on formation, listing, reconstruction, management and closure They have a very strong reputation and they live up to it. They have the ability to provide top‑quality legal advice and to do it while understanding the commercial and regulatory environment in which the advice is being delivered. Chambers UK 2014 2 Investment funds and asset management / Our clients Our investment fund and asset management clients include: 3i Group Fidelity Oxam AIC First Reserve Palamon Capital Partners Allianz Fortress Pembroke Heritage Fund Apollo Management GE Capital Pembroke Real Estate Ashmore Global Infrastructure Partners Permira Aviva Investors/Aviva Goldman Sachs Pollen Street Capital Baring Emerging Europe Grosvenor PPMG/M&G/Prudential BHF Kleinwort Benson HM Treasury Reinet BEIS Honeycomb Investment Trust Remgro BlackRock ICBC Santander/ Blackstone Intermediate Capital Group Santander Asset Management Centerbridge Partners Europe International Biotechnology Trust Schroders CDC Group Investec Asset Management SIAM/Sierra Fund China Orient Asset Management Kensico Capital Standard Life Aberdeen Citadel LGIM/Legal & General SVGC Capital Close Asset Management MFG/Macquarie Swiss Re Corsair Capital Morgan Stanley Terra Firma CVC Capital Partners Neptune Investment Towry Derwent London Old Mutual TR Property Investment Trust Dongfeng Asset Management Oaktree Capital Management UK Asset Resolution Och-Ziff Varde Partners They are pragmatic and commercial, and always timely and responsive. Chambers UK Investment Funds, 2014 / Investment funds and asset management 3 Investment funds We are at the forefront of advising on the structuring, establishment, promotion and administration of investment funds of all types in the UK and other major fund jurisdictions around the world. Much of our work relates to the use of limited partnership and LLP structures. We frequently advise partners, managers, sponsors and others on all aspects of these arrangements. Having the benefit of Slaughter and May’s unique position advising more UK listed companies than any other law firm gives us a particular insight into the issues that face public funds, such as investment trusts, and we are frequently involved in their formation. We are also providing specialist corporate and regulatory advice to a number of global and UK-headquartered asset managers on their Brexit-planning work. They have a strong client base with UK investment trusts. Wherever they appear, you have to take them seriously. Chambers UK, Investment Funds, 2016 4 Investment funds and asset management / Our recent investment funds experience includes advising: • Legal & General Investment Management on • Honeycomb Investment Trust on its the reconfiguration of investment funds with listing and admission to trading on the London more than £30 billion assets under management Stock Exchange’s Specialist Funds Market, and associated renegotiation of investment and its subsequent placing of 10 million management agreements in the context of the ordinary shares to raise gross proceeds of sale of its Mature Savings business to ReAssure £105 million and the implementation of a division of Swiss Re placing programme • Standard Life Aberdeen on its strategic • A large family office in its investment as partnership with Phoenix Group Holdings a limited partner in various English limited involving the negotiation of long-term partnerships to invest in structured credit and agreements relating to £158 billion of assets real estate under management (currently managed by Aberdeen Standard Investments) in the context • LMS Capital on the change to its investment of the sale of its insurance business to Phoenix policy from a realisation strategy to a policy focused on private equity investment, its • The Cabinet Office and Infrastructure and return of capital of up to £6 million to Projects Authority on the establishment of, shareholders through a tender offer and and investment in, a new Digital Infrastructure repurchase of up to 7.72% of the company’s Investment Fund issued share capital • HM Government on the creation of a multi- • On the investment by a large Canadian asset fund and related governance structure investor in two secondary fund of funds in respect of the decommissioning liabilities of investing in private equity the new nuclear power station, Hinkley Point C • Baring Emerging Europe on a proposed tender • HM Treasury on the establishment of offer for of up to 10 per cent. of its issued the Business Finance Partnership and on share capital commitments of an aggregate of £1.2 billion, including to funds managed by Alcentra, • Investment trusts including TR Property and Haymarket Financial, M&G and Pricoa International Biotechnology Trust on a wide range of matters. / Investment funds and asset management 5 M&A in asset management We are a market leader in mergers, acquisitions and joint ventures. We advise targets, bidders and financial advisers on UK and international deals. Many of our M&A transactions have a financing element and our acquisition and leveraged finance lawyers can advise on complex, highly structured and leveraged deals. We deliver the full range of services which are required for an M&A transaction: tax, competition, regulatory, real estate, employment, IP, IT, and pensions as well as corporate and finance. 6 Investment funds and asset management / Our recent M&A experience involving asset management businesses includes advising: • Legal & General on the sale of its Mature • CDC Group on an investment into the company Savings business (involving assets under of £735 million by the Department for management of approximately £30 billion) to International Development Swiss Re for £650 million • Pollen Street Capital on its share-for-share • Standard Life Aberdeen on the sale of its acquisition of MW Eaglewood Limited, a private insurance business to Phoenix Group