In every phase of the private equity investment life cycle, we help clients accomplish their investment objectives by:

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1 Private Equity Key Contacts Henry N. Nassau Partner Philadelphia Mark E. Thierfelder Partner New York Dechert is among the most active law firms in the private equity industry. The practice began more than 30 years ago when it advised venture capital firms on fund formation and transactions. Today, the industry recognizes the firm as an international private equity powerhouse. Dechert has been named a top private equity law firm by Private Equity International, Thomson Reuters, Bloomberg, The Deal and Chambers. Dechert s global team of more than 250 lawyers represents all types of private equity sponsors and other private investment firms, including sovereign wealth funds and family offices, and their portfolio companies, as well as institutional and corporate investors looking to invest in private equity funds. In every phase of the private equity investment life cycle, we help clients accomplish their investment objectives by: Forming funds for sponsors and institutional investors Helping to raise capital Negotiating investments and financings for funds Advising on transactions and other matters for clients portfolio companies Structuring exits for investors Restructuring less successful investments Global presence. Legal skill. Commercial mind-set. The private equity practice leverages the experience of hundreds of lawyers in offices worldwide to get domestic and cross-border deals done. In the current global market, there are more investment

2 strategies and vehicles than ever before. Because our lawyers are focused and trained in the business aspects of transactions, clients get fully-informed advice on both the legal requirements and commercial implications of conventional and innovative fund and transaction types. Converting investment goals into consummated deals The practice s long-standing international legal capabilities and commercial focus result in optimal outcomes in all investment phases. Dechert is among the most active law firms in the private equity industry. The practice began more than 30 years ago when it advised venture capital firms on fund formation and transactions.today, the industry recognizes the firm as an international private equity powerhouse. Dechert has been named a top private equity law firm by Private Equity International, Thomson Reuters, Bloomberg, The Deal and Chambers.Dechert s global team of more than 250 lawyers represents all types of private equity sponsors and other private investment firms, including sovereign wealth funds and family offices, and their portfolio companies, as well as institutional and corporate investors looking to invest in private equity funds.in every phase of the private equity investment life cycle, we help clients accomplish their investment objectives by:forming funds for sponsors and institutional EXPERIENCE Australis Partners in the formation of Australis Partners Fund LP, its first Latin American middle market private equity fund with total commitments of US$379 million. Affiliates of Bregal Partners in connection with its investment in American Seafoods Group, the largest harvester of wild-caught fish for human consumption in the United States, as part of a broader deleveraging recapitalization of American Seafoods Group. Bregal Sagemount in the formation of Bregal Sagemount II, LP, with total commitments of US$960 million, representing Bregal s first fund to open to outside investors. The Certares-formed investor group in connection with its joint venture agreement with American Express Company for its Global Business Travel division and related US$900 million investment. Named Private Equity Deal of the Year at the 2015 International Financial Law Review (IFLR) Americas Awards. Columna Capital in relation to a number of private equity co-investment structures and a co-mingled fund, as well as its sale of a stake in Datamars to Caisse de dépôt et placement du Québec (CDPQ). Court Square Capital Partners and Fibertech Holdings Corporation in connection with the US$1.9 billion merger of Fibertech, a U.S.-based provider of fiber-optic based network services, with Lightower Fiber Networks.

3 GIC Private Limited, formerly known as Government of Singapore Investment Corporation, in connection with its acquisition of a substantial equity stake (along with Silver Lake) in Ancestry.com, the global leader in family history and consumer genomics. Graham Partners and its portfolio company Henry Company in connection with the sale of Henry Company to an affiliate of private equity firm American Securities. J.H. Whitney Capital Partners in connection with its cross-border acquisition of 3B Scientific group, a German-headquartered international manufacturer of anatomical and biological teaching aids, models and software with 15 subsidiaries around the globe. Innovatus Capital Partners in the formation of Innovatus Flagship Fund, which focuses on distressed, disruptive and growth opportunities resulting from regulatory changes, market volatility and the pace of innovation, and was formed by former key members of the Perella Weinberg Asset Based Value Strategy. M1 Fashion and L Capital Asia in connection with the acquisition of the Pepe Jeans group ( including the Hackett brand), a Spanish-headquartered international group of companies operating in the fashion industry, from management and a group of private equity shareholders. Mid Europa Partners in connection with its acquisition of Profi Rom Food, the largest supermarket chain in Romania, from Polish Enterprise Fund VI. MSD Partners in connection with its acquisition of Hayward Industries, a global manufacturer of residential and commercial pool equipment and industrial flow control products, in partnership with CCMP Capital Advisors and Alberta Investment Management Corporation. One Equity Partners in connection with its acquisition of Anvil International, a North American manufacturer of high quality pipe fitting and system components, from Mueller Water Products (NYSE: MWA). Primavera Capital in the formation of Primavera Capital Fund II, a China-focused private equity fund with total commitments of US$1.9 billion. The Stripes Group in connection with its investment in Califia Farms, one of the fastest growing natural beverage companies in the United States. FUNDS FORMED FOR MARKET TERMS AND TAX EFFICIENCY Dechert s private equity lawyers advise on the structuring and formation of funds focused on all major investment strategies, including buyout, growth equity, secondary, venture capital, fund-of-funds and industry- and geography- specific funds. Our clients include brand name private equity firms, as well as smaller first-time managers and the private equity arms of large financial institutions.

4 We counsel sponsors across the entire formation process including providing cutting edge tax structuring advice, advising on whether fund terms and conditions are in line with market norms, assisting our clients to navigate regulatory hurdles across the globe, and structuring our clients carried interest and executive co-investment plans. We also advise on related fund issues, including the formation of co-investment vehicles and alternative investment vehicles, team spin-outs, secondaries transactions, fund financings and the establishment of private equity fund vehicles focused on retail investors, such as business development companies (BDCs). We also have an active practice advising some of the world s most sophisticated investors on their commitments to private equity funds. As the regulatory challenges facing private equity firms have intensified in recent years, we are fortunate to have a team of considerable renown in the regulatory space. We are recognized as thought leaders with respect to the EU s Alternative Investment Fund Managers Directive and our team includes partners who have worked at the highest levels within the SEC s Division of Investment Management. We have developed an extensive online database, World Compass, to assist our clients on the placing of fund interests in [ approximately 100 jurisdictions], thus accelerating our clients ability to take their products to market. As well as the establishment of funds focused on classic private equity strategies we also form funds in related asset classes, such as real estate, credit funds (including mezzanine, direct lending and distressed debt), energy/infrastructure, hedge funds and other alternative strategies. FUND INVESTMENT ACTIVITIES THAT MAXIMIZE PORTFOLIO VALUE The private equity team knows the market terms for all aspects of a transaction and has a track record of devising creative solutions for the most complex deal-making challenges. For fund sponsors, our lawyers handle leveraged buyouts, minority investments, recapitalizations of public and private companies and other transactions. Our goal is to meet their investment objectives, which may require us to: Speed investments Handle risk-allocation provisions Arrange optimal bid packages Conduct due diligence Structure creative insurance solutions Negotiate contracts Get the best terms in auctions On the financing side, we advise on public and private placements of common and preferred stock, senior and mezzanine debt placements, 144A offerings, Eurobond offerings, securitizations and publicly underwritten high-yield debt offerings.

5 TRANSACTIONS THAT ENHANCE PORTFOLIO INVESTMENTS Our private equity fund clients typically retain us to represent their portfolio companies during the companies life cycle. These companies are often working toward a public offering, sale or alternative transaction offering liquidity to investors. We prepare them for the transaction, structure it and lead it to completion. After the successful transaction, we often continue serving as their trusted counsel. EXITS AT THE RIGHT TIME WITH THE RIGHT RETURN Investors realize the return on their investment through the exit so timing and strategy are crucial. Our lawyers counsel clients on exit options, based on met objectives, market conditions, and other factors, to determine the strategy that optimizes sponsor terms and profits. Options include sales to private equity and strategic buyers, initial public offerings, dual path strategies, follow-on sales of shares in public companies and dividend recapitalizations. VENTURE CAPITAL FUNDS Dechert advises venture capital and growth capital funds as well as institutional and corporate investors on all VC investment life-cycle phases: formation, investment structuring, intellectual property due diligence and exit strategies and execution. The team understands the entrepreneurial environment in which VC clients operate, including in the biotechnology, medical device, cleantech, FinTech, and technology software and hardware sectors. We help identify promising companies fueled by innovation and execute investments that will generate the returns clients seek. HELPING PRIVATE EQUITY FIRMS DIVERSIFY The private equity business is changing and Dechert is helping traditional private equity firms expand and diversify their businesses. Private equity firms are not as private as they used to be, and most have now expanded beyond investing only in equity. Many firms have gone public, and even those that have not are more transparent and participate in both private and public market transactions. These firms have also expanded the asset classes they target from equity to credit, distressed assets, energy, real estate and other real property like infrastructure. In addition, these traditionally institutional-only firms have expanded to attract a broader range of investors through diverse fundraising strategies, including

6 registered funds. We are well suited to work with these firms as they introduce products to match new asset classes with non-traditional investors. From business development companies (BDCs), to real estate investment funds/trusts (REITs), to traditional private and registered closed-end and open-end funds, we are prepared to work with clients to develop tailored diversification strategies. DISTRESSED INVESTMENTS Dechert represents institutional and corporate investors looking to include distressed investments in their portfolios to diversify or obtain deep value. Our lawyers guide on distressed debt, turnaround and special situation opportunities; assist with due diligence; and negotiate terms of investments and buyouts with the troubled company, lenders, bondholders and, if a Chapter 11 case, the creditors committee and other parties. Our lawyers also help sponsors form distressed debt funds, and represent distressed private equity firms, funds and portfolio companies in out-of-court debt restructurings and refinancings as well as in Chapter 11 bankruptcy proceedings. SEC REGISTRATION, EXAMINATION AND ENFORCEMENT In the United States, we guide private firms (as investment advisers) through the Securities and Exchange Commission s registration process and help them prepare for and undergo examinations. We also help firms respond to a deficiency notification and represent them in enforcement actions. The Dechert team includes a former senior private fund policy adviser in the SEC s Division of Investment Management who advised on all aspects of private fund legal and regulatory policy. This unique insight allows us to anticipate, identify and address clients challenges earlier in SEC proceedings. MORE VALUE FOR CLIENTS Because our fund sponsor clients engage in complex transactions worldwide, they depend on the team s understanding of all relevant tax and regulatory issues. For the client to have the full transaction picture, the team collaborates with the firm s tax, corporate finance, real estate, financial restructuring, antitrust, environmental, intellectual property, labor, executive compensation, employee benefits, international trade and other regulatory lawyers located throughout the firm s 28 offices around the globe. Because of our diverse representations, we spot trends early. We monitor fund and deal-making developments and track regulatory and legislative activity in the compliance,

7 examinations and enforcement areas. We make sure that clients benefit from the most up-to-date developments in the industry. Related Professionals LEEN AL-ALAMI ROSS ALLARDICE Associate Philadelphia T Partner London T JONATHAN ANGELL DAVID L. ANSELL Partner London T Senior Counsel Washington, D.C. T EMMANUELLE BENVENUTI THOMAS BERMUDES Associate Paris T Associate Paris T View All Related Professionals Related Practice Areas Private Equity Litigation and Enforcement Private Funds Permanent Capital Mergers and Acquisitions

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