CMS_LawTax_CMYK_ eps. Banking & Finance

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1 Banking & Finance January 2015

2 Standing out from the Crowd Find out what makes us stand out from the rest Our lawyers take their work seriously, not themselves. Our structure allows both the client and associates easy access to partners, helping to nurture talent and solve issues swiftly and efficiently. We focus on practising law with the sophistication of larger organisations while maintaining the passionate involvement of a smaller firm. Like our clients, we are entrepreneurs and we understand what makes the difference. We invest in long-term partnerships with our clients, building up a genuine knowledge of their businesses and generating win-win formulas. This is why we introduced a range of alternative pricing models (including time based, budget based, tranche based and result based models). Furthermore, we believe in reasonable, realistic pricing and value for money, a formula that has allowed our business to continue to grow year after year. We operate in an efficient and transparent way; fees and arrangements are clear and clients can check the progress of their transactions through a dedicated secure extranet. We work hard to be a truly client-focused law firm. This means understanding the unique needs and challenges of each market sector and providing a service that s tailored to the particular concerns and requirements of each client. 2 Banking & Finance

3 Our Banking & Finance Expertise We have experience in a large number of financing transactions, acting as counsel for foreign and domestic banks, companies and public authorities in (re)structuring, negotiating, drafting various credit, factoring and securitization arrangements and related contracts, including security packages. We regularly advise on capital market matters, both on debt and equity side, as well as on derivative-based transactions. Our team also offers a wide range of transactional and advisory services for all aspects of structured products transactions, including life insurance schemes. In addition, we are familiar with the various legal and regulatory aspects which the finance industry faces generally. For many years we were counsel to several leading financial institutions (banks, MiFID firms, insurance undertakings, funds, payment services providers) for various aspects of their business in Belgium, including their relationships with the regulatory authorities (licensing, prudential requirements, merger and acquisition) and litigation. As one of the country s strong full-service Banking and Finance teams, you can be sure we advise on a wide range of banking and financial issues: Corporate Finance Project Finance and PPP Asset Finance Acquisition Finance Property Finance Factoring and Securitization Capital Markets Regulatory matters (including M&A) Financial Services & Funds (including AIFMD) Payments Services Structured Products and Life Insurance Restructuring & Insolvency Private Banking Litigation At CMS DeBacker, I appreciate having high level and seasoned lawyers with outstanding creativity and understanding of our business. Feedback from a large international bank 3

4 A Proven Track Record Over the past couple of years, the team was involved in: Transactions Assisting ABN AMRO in the drafting of overdraft and term loan agreements. Advising Crédit Agricole CIB in connection with a securitization programme for Arcelor Mittal (EUR 1,7 billion). Assisting Natixis in connection with a EUR 125 million Bilateral Credit Facility to a Belgian/French industrial group active in the innovation systems. Acting for ING in international securitization processes in respect of receivables assigned by a large French building materials firm; a large international iron and steel producer and a ship-builder. Acting for Société Générale in connection with a Euroclear pledge entered into with EIB. Advising Commerzbank in relation to an inventory pledge securing a EUR 36 million credit facility granted to DVA group of Germany. Acting for Royal Bank of Scotland on the acquisition financing of two 5-star hotels by an international consortium of investors (EUR 72 million). Acting for Bank of America on a EUR 30 million loan to US car care products manufacturer. Advising an Institutional SICAV in the negotiation of a credit facility with BNP. Advising ING and KBC in the negotiation of a global EUR 120 million credit facility to a Belgian development fund. Advising Aareal Bank in the context of the financing of the acquisition of the Belair real estate project (Brussels) by Hannover Leasing (EUR 152 million). Acting for a committee of senior lenders in connection with the restructuring of a EUR 375 million senior credit agreement and a EUR 90 million mezzanine credit agreement including the drafting of standstill documentation. Advising two major Belgian aeronautical companies on the restructuring of their currency hedging agreements (EUR 925 million). Capital Market & Structured Products Advising Delhaize Group in a tender offer of bonds listed in Luxemburg (EUR 200 million) and a new issue of bonds in the US (USD 300 million). Advising the Walloon Region s entity Sowaer in relation with Treasury Notes Issuance Program (EUR 85 million). Advising Delhaize Group in tender offers of bonds listed in Luxemburg (EUR 95 million) and in the US (USD 200 million) and a new issue of bonds listed on Euronext Brussels (EUR 400 million). Advising Deutsche Bank on a Collateralisaed Term Lending Transaction ISDA Confirmation and Euroclear pledge agreement. Assisting Société Générale in an ISDA Collateral Add-On Transaction and Euroclear pledge agreement. Advising Natixis on forward sale transactions. Assisting Lyxor Asset Management on a market index EFT in connection with the Belgian moratorium on complex structured products. Advising MetLife on development of Life Insurance products. Advising the Belgian company Securex on the drafting of a public offering prospectus. Assisting Société Générale in providing funding to two Belgian listed companies by means of ISDA equity linked swaps. Regulatory Assisting Crédit Agricole Group in connection with the opening of a Belgian branch, including drafting of its standard documentation. Advising Assya Asset Management on the group s restructuring and the development of their business in Belgium. Advising Novum Bank, a Maltese bank, for providing payment services and retail banking services in Belgium. Assisting a large European payments institution with the development of its payment services and foreign exchange activities in Belgium. Advising UCITS and non-ucits funds on marketing and selling their products in Belgium. Assisting Natixis is the setting-up of an external pricing and dealing platform for structured products. Advising the French investment fund 123Venture regarding opportunities to collect funds in Belgium. Advising Société Générale in the commercialization in Belgium of EMTN program linked to UCITS performance. Advising Paysquare on general terms and conditions for the provision of payment services. Advising a Belgian telecommunication company on regulatory requirements in providing payments services. Advising Banque Casino, a French bank tied to the French retail distributor Casino, in relation to offering consumer credits in Belgium on a FoS basis. Advising Santander Consumer Finance Benelux on SEPA issues. Assistance to Mitsui SIG Insurance in the context of passporting its German license to Belgium. Assistance to Catlin GmbH, a German insurance mediation company, in the context of re-organization of its Belgian branch. Regulated firms M&A Advising Crédit Agricole/Landbouwkrediet on its EUR 527 million acquisition of Centea from KBC Group. Acting for Société Générale in the context of an auction process for the acquisition of retail banking activities. Advising Talanx (non-life insurance group) in an intragroup shares transfer, followed by a cross-border merger. 4 Banking & Finance

5 Brochures, Publications & Newsletter CMS Annual Review CMS Guide to Squeeze-outs This publication shows how we at CMS stay business so we can help our clients today countries and across sectors, deep local and current legal framework and practice governing public takeovers and squeeze- CMS Guide to Mandatory Offers and Squeeze-Outs expertise and industry knowledge have helped us to provide our clients with Offers The Guide provides an overview of the close to the practical, real life world of and in the future. Our expertise across Mandatory outs in a total of 21 jurisdictions (15 EU Member States, as well as Switzerland, Russia, Ukraine, Bosnia, Croatia and Serbia) and provides contact details of April 2011 outstanding service in The Annual Review offers experienced legal advisors active in this field. The number of evidence to back up this claim. We hope that the CMS Annual countries covered demonstrates the geographic footprint of Review will help you understand CMS better and, as CMS across Europe and our capability to provide a seamless always, if you have any questions or thoughts, please get in cross-border service which is also evidenced by CMS leading touch. rankings in European M&A league tables. CMS Guide to Private Placement of Funds Second Edition CMS Guide to PPP in Europe CMS Brief Guide to Private Placement of Funds Accessing European Investors post AIFMD The CMS Funds Group, with the assistance The Guide is essential for anyone involved of a few other firms, has provided an with overview of the private placement rules particularly clients that are keen to explore across the EU and other European countries investment opportunities in new European following the markets, but want to know more about Managers local market conditions. CMS has advised Alternative the implementation Investment Fund of or interested in PPP projects, Directive on 22 July As some countries on a number of high-profile PPP projects are still revising their private placement rules, the Guide will be across Europe and such projects require work across several updated with further editions. legal practice groups. Real Estate Finance brochure CMS European M&A Studies 2013 Autumn 2013 Our Real Estate Finance team combines the CMS_LawTax_Negative_ eps The European M&A Study shows expertise of both banking and real estate practices. Our experienced European teams Corporate Real Estate have secured a leading position in an increasingly sophisticated and fast-changing sellers have been able to limit their liability CMS European M & A Study 2013 market, providing innovative, commercial advice to the full range of market participants. January 2014 that, despite difficult economic times, significantly in the transactions analysed for the report. The M&A study is fascinating reading for businesses looking Fifth Edition to do deals across borders and understand CMS has a successful track record advising a wide variety of the norms in other countries. For the Study, CMS reviewed domestic 1,700 deals done between 2007 and 2012, of which 342 in and international clients including financiers, developers, real estate trusts and funds on all aspects of real estate investment and development financing. Banking & Finance e-newsletter CMS_LawTax_Negative_10-18.eps CMS Guide to Restructuring, Insolvency and Distressed Debt Trading in Europe This guide provides a comparative analysis of CMS Legal Services EEIG is a European Economic Interest Grouping that coordinates an organisation of independent member firms. CMS Legal Services EEIG provides no client services. Such services are solely provided by the member firms in their respective jurisdictions. In certain circumstances, CMS is used as a brand or business name of some or all of the member firms. CMS Legal Services EEIG and its member firms are legally distinct and separate entities. They do not have, and nothing contained herein shall be construed to place these entities in, the relationship of parents, subsidiaries, agents, partners or joint ventures. No member firm has any authority (actual, apparent, implied or otherwise) to bind CMS Legal Services EEIG or any other member firm in any manner whatsoever. CMS member firms are: CMS Adonnino Ascoli & Cavasola Scamoni (Italy); CMS Albiñana & Suárez de Lezo, S.L.P. (Spain); CMS Bureau Francis Lefebvre (France); CMS Cameron McKenna LLP (UK); CMS DeBacker (Belgium); CMS Derks Star Busmann (The Netherlands); CMS von Erlach Henrici Ltd (Switzerland); CMS Hasche Sigle (Germany) and CMS Reich-Rohrwig Hainz Rechtsanwälte GmbH (Austria). CMS offices and associated offices: Amsterdam, Berlin, Brussels, London, Madrid, Paris, Rome, Vienna, Zurich, Aberdeen, Algiers, Antwerp, Arnhem, Beijing, Belgrade, Bratislava, Bristol, Bucharest, Budapest, Buenos Aires, Casablanca, Cologne, Dresden, Duesseldorf, Edinburgh, Frankfurt, Hamburg, Kyiv, Leipzig, Ljubljana, Lyon, Marbella, Milan, Montevideo, Moscow, Munich, Prague, São Paulo, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Utrecht, Warsaw and Zagreb. CMS Guide to Restructuring, Insolvency and Distressed Debt Trading in Europe CMS Legal Services EEIG (February 2011) CMS Guide to Restructuring, Insolvency and Distressed Debt Trading in Europe certain key areas of law and procedure for those involved in or affected by financial distress of a corporation and the trading of This e-newsletter is published by CMS DeBacker on a monthly basis. You can find our previously published e-newsletters by following this link: pages/default.aspx distressed debt across Europe. February

6 The dedicated Banking & Finance Team Bruno Duquesne Partner Property Finance E bruno.duquesne@cms-db.com T Arnaud Van Oekel Partner Transactional Banking E arnaud.vanoekel@cms-db.com T Benoît Vandervelde Counsel Aleko Lebbink Associate E benoit.vandervelde@cms-db.com T E aleko.lebbink@cms-db.com T Léopold Meyers Associate E leopold.meyers@cms-db.com T Banking & Finance

7 Brussels Prag Frankfurt Luxembourg Vien Stuttgart Paris Munich Strasbourg Zurich Geneva Ljubljana Lyon Milan Rome Barcelona Madrid Lisbon Aberdeen Seville Moscow Edinburgh Glasgow Amsterdam London Utrecht Antwerp Bristol Hamburg Berlin Leipzig Duesseldorf Casablanca Warsaw Cologne Brussels Prague Frankfurt Luxembourg Stuttgart Vienna Paris Bratislava Munich Strasbourg Budapest Zurich Geneva Ljubljana Zagreb Lyon Milan Belgrade Sarajevo Barcelona Madrid Rome Algiers Sofia Podgorica Tirana Kyiv Bucharest Istanbul Lisbon Seville Algiers Casablanca At CMS, we believe that delivering real value only happens when we work from a point of total client understanding and commitment. We call this philosophy Your World First. Mexico City Rio de Janeiro Your World First puts client success ahead of anything else. It speaks to our deep expertise and the focus we put on advice, insight and execution that enable our clients to move ahead in their chosen markets, fulfilling strategic ambitions and being a benchmark for best Beijing practice. Dubai Muscat Shanghai 7

8 CMS DeBacker scrl, Chaussée de La Hulpe 178, 1170 Brussels, Belgium T F CMS DeBacker scrl, Uitbreidingstraat 2, 2600 Antwerp, Belgium T F CMS DeBacker Luxembourg, rue Goethe, L-1637, Luxembourg T F CMS DeBacker (January 2015) CMS DeBacker is a member of CMS, the organization of 10 independent European law firms delivering legal and tax services in Europe and beyond. CMS employs 3,000 legal professionals and operates in 59 offices world-wide. CMS locations: Aberdeen, Algiers, Amsterdam, Antwerp, Barcelona, Beijing, Belgrade, Berlin, Bratislava, Bristol, Brussels, Bucharest, Budapest, Casablanca, Cologne, Dubai, Duesseldorf, Edinburgh, Frankfurt, Geneva, Glasgow, Hamburg, Istanbul, Kyiv, Leipzig, Lisbon, Ljubljana, London, Luxembourg, Lyon, Madrid, Mexico City, Milan, Moscow, Munich, Muscat, Paris, Podgorica, Prague, Rio de Janeiro, Rome, Sarajevo, Seville, Shanghai, Sofia, Strasbourg, Stuttgart, Tirana, Utrecht, Vienna, Warsaw, Zagreb and Zurich.