Finance EXPECT EXCELLENCE. arthurcox.com DUBLIN BELFAST LONDON NEW YORK SILICON VALLEY

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1 Finance EXPECT EXCELLENCE DUBLIN BELFAST LONDON NEW YORK SILICON VALLEY arthurcox.com

Our Finance Practice We have Ireland s largest finance department and are constantly at the forefront of developments in finance law and practice.

Our finance practice is made up of lawyers who are experts in all of these areas.

2 Our Finance Practice We have Ireland s largest finance department and are constantly at the forefront of developments in finance law and practice. Our practice revolves around four key areas, namely:» Asset management and investment funds» Banking and other lending transactions» Debt capital markets/structured finance» Financial regulation. Our finance practice is made up of lawyers who are experts in all of these areas. We pride ourselves in offering clients a joined up and integrated approach across practice areas and we excel at advising on transactions which require advice in a number of areas of finance and other areas of law. Our clients include:» Corporates» Banks» Financial institutions» Alternative lenders» Asset managers» Trade and regulatory bodies» Other market participants such as rating agencies, trustees and market infrastructure providers. The types of transactions on which we regularly advise include:» Acquisition financing» Alternative lending» Asset finance, including marine and aviation finance» Consumer credit» Corporate and leveraged financing» Debt capital markets» Debt listing» Derivatives» Financial regulation» High yield bonds» Investment funds Arthur Cox always has vast teams to deal with issues and always has best-in-class advice available. Chambers Europe: Europe s Leading Lawyers for Business, 2017» Invoice discounting and receivables financing» Loan portfolio sales, purchases and financings» Public private partnerships and project finance» Restructuring and refinancing» Securitisation and structured finance. 2 ARTHUR COX FINANCE

3 Asset Management & Investment Funds Our Asset Management and Investment Funds Group is a market leader, advising on all aspects of investment management issues and the establishment and ongoing operation of investment funds in Ireland. This very experienced team provides outstanding levels of professionalism, quality and delivery and advises on all types of investment funds, including UCITS, QIAIFS, EFTs, REITs, hedge funds, private equity funds and property funds. We advise funds across a wide range of asset classes (such as equity, fixed income, credit and property), sectors and/or countries, including funds with a China focus and Asian distribution. The Group s reputation for expertise and innovation is endorsed by an impressive list of the approvals we have received for new products and is matched by a client user list which consists of many leading international financial institutions, investment banks and asset management companies. We advise on a range of legal and regulatory issues, including:» Establishing all kinds of investment funds and advising on fund structures» Drafting fund documentation» Advising on day-to-day legal, operational, administration and company secretarial issues relating to funds» Liaising with the Central Bank and the Irish Stock Exchange» Advising on derivative products and prime brokerage arrangements for funds and prime brokers» Advising investment managers, fund administrators and custodians» Advising on cross border financial services within the European Union» Co-ordinating with foreign counsel in relation to the registration of funds outside of Ireland» Dispute resolution in relation to funds» Advising on anti-money laundering issues» Advising on compliance procedures and corporate governance matters. Some of the recent transactions in which the Asset Management & Investment Funds Group has been involved include:» Advising Blackstone on the establishment of a multimanager alternative UCITS fund» Advising KKR on the establishment of Irish AIFs engaged in private equity, special situations, lending and infrastructure investment strategies» Advising Goldman Sachs on the establishment of a QIAIF» Advising M&G on the establishment of a UCITS masterfeeder structure» Advising Blackstone on the establishment of a direct lending AIF» Advising HSBC on its UCITS ETF fund range. Arthur Cox has a great knowledge base, is a reputed firm, and provides quick assistance in queries. IFLR 1000, 2018 The team offers high-quality legal advice, they are fully engaged in all our requirements and they go out of their way to satisfy us Chambers Europe, 2017 FINANCE ARTHUR COX 3

4 Banking and Other Lending Transactions As the debt finance market in Ireland has evolved, our Lending Group is at the forefront in executing the most innovative transactions. We act for banks and other financial institutions, institutional investors, alternative lenders and other market participants, both domestic and international, as well as for a wide range of borrowers, including investment grade and other corporates, and private banking clients. Our lending expertise includes: investment grade and leveraged financings, including senior and mezzanine facilities, both syndicated and bilateral project finance in various sectors, including the financing of Public Private Partnerships, construction projects and renewable energy projects lending to fund structures (including QIAIFS and ICAVs) acquisition financing property finance asset finance including aviation finance non-bank lending, including private placements the purchase, sale and financing of all types of commercial and residential loan portfolios debt restructuring, settlements, work-outs and enforcements invoice discounting and other receivables financings and leasing facilities. Some of the recent transactions in which our lending team has been involved include: Acting for Japan Bank for International Co- Operation in relation to acquisition facilities advanced to Sumitomo Mitsui Banking Corporation for the acquisition of RBS Aerospace Advising Vista Equity Partners in relation to its 1.5 billion take private of banking software provider Misys plc Acting for various borrowers in negotiating restructured facilities with their banks and in refinancing their facilities out of NAMA Acting for Bank of Ireland in relation to facilities advanced for the purchase of the Morgan Hotel Advising Quadrant Real Estate Advisors LLC as agent for QREA Ireland DAC and QREA Financing Limited in the funding of a construction of a hotel with Starwood under its Aloft brand Advising Activate Capital Limited on the provision of 500 million senior and mezzanine facilities to it by The Ireland Strategic Investment Fund and KKR Credit to fund Irish residential projects Advising Greencore Group plc on its acquisition finance facilities relating to its proposed acquisition of Peacock Foods Advising Bank of Ireland in connection with an equipment lease financing arrangement with GE Capital Advising Ulster Bank in relation to toalities advanced for the purchase of the Hilton Hotel Advising Total Produce ple on its finances arrangements with various lenders Advising in relation to Avago Technologies acquisition to Broadcom and Cerberus Advising in relation to the acquisition by GvC Holdings of Bwin Advising Nomura on the funding of the Project Arrow purchase from Nama»» Advising Apollo on the acquisition of the Project Abbey portfolio from Nama. 4 ARTHUR COX FINANCE

5 Debt Capital Markets/Structured Finance Our Debt Capital Markets Group advises on a wide variety of debt capital markets and other structured finance transactions, working closely with experts in our Asset Management, Lending, Regulatory and Tax teams. Our specialist debt listing team acts as listing agent in respect of a wide variety of debt products on the Irish Stock Exchange. Our areas of expertise include:» Covered bonds» Corporate, government and financial institution bonds» Debt listings» Receivables and NPL financing» Securities laws advice» Structured finance and securitisation Our Debt Capital Markets Group is constantly involved in ground-breaking and award-winning transactions. Some of the recent transactions in which the group has been involved include:» Advising on numerous post-crisis CLO 2.0 transactions, including the first Irish CLO since the financial crisis, for the following collateral managers: Apollo Credit Management (CLO), LLC; AXA Investment Managers; Blackstone/GSO Debt Funds Management Europe Limited; CELF Advisors LLP (a Carlyle entity); Chenavari Credit Partners LLP; GLG Partners and KKR Credit Advisors» Advising eir on its first high yield bond transaction in 2013 and subsequent refinancing in 2016» Advising the dealers on all of Ireland s sovereign syndicated bonds since 2007» Advising issuers and arrangers and trustees of Irish residential mortgage securitisation including Lone Star, JP Morgan and Morgan Stanley» Advising CRH on its US and Euro debt programmes and all subsequent issuances» Advising on repackaging programmes for leading investment banks such as Bank of America Merrill Lynch, Barclays, Credit Agricole, Goldman Sachs (London and New York), Citibank, RBS, Morgan Stanley (London and New York) and MUFG» Advising on over 180 Russian LPN, ECP and securitisation structures since 2005» Advising Barclays Capital as arranger of mortgage covered securities programmes for Allied Irish Banks and Bank of Ireland and JP Morgan as arranger of EBS s mortgage covered securities programme, and numerous trades under these programmes» Advising financiers of loan portfolios including JP Morgan, Citi, and Morgan Stanley. DEBT LISTING TEAM Representing clients in Europe, the USA, Russia, Turkey, Latin America, and the Middle East, including:» Ferrari» Deere & Co» Fiat Chrysler Automobiles» Liberty Mutual Group» Citibank» Toyota» Standard Chartered The firm is very responsive, with quick reactions, and provides very commercial advice on the available options. The legal veracity the firm provides is great. Chambers Europe: Europe s Leading Lawyers for Business, 2016 FINANCE ARTHUR COX 5

6 Financial Regulation Our Financial Regulation Group advises on a wide variety of regulatory and compliance matters relevant to the financial services industry. We act for a wide range of Irish and international credit institutions, investment firms, payment institutions, fund managers, insurance companies and other financial institutions. We provide advice on Irish authorisation and perimeter issues, ongoing compliance with conduct of business and other requirements, regulatory capital, market abuse, prospectus and transparency requirements, payment services, corporate governance, AML, regulatory enforcement and litigation and financial institution M&A (including the acquisition and disposal of financial assets). Our areas of expertise include:» Advice on conduct of business requirements, including MiFID, the CPC and the SME Regulations» Advice on licensing perimeter issues and licence applications» Derivatives» Regulatory capital» Financial institution M&A» Financial asset acquisitions and disposals» Risk management and corporate governance» Remuneration» Anti-money laundering» Market abuse, transparency and prospectus requirements» Consumer credit» Payment services» Investigations and enforcement action by regulators.» Advising numerous clients on the implementation of recent legislation and regulatory requirements, including the Code of Conduct on Mortgage Arrears and the SME Regulations 2015» Advising numerous clients on notifications to the Central Bank of Ireland in connection with the acquisition of regulated entities in Ireland. DERIVATIVES We assist clients with the documentation of a wide range of derivatives. We also advise on all the regulatory aspects of the derivatives market including regulatory capital treatment of transactions, EMIR and securities financing. Our clients include:» Investment banks» Investment managers» Funds» Corporations» Trade organisations. Some of the recent transactions in which our Financial Regulation group has been involved include:» Advising multiple clients on redomiciling to Ireland post-brexit» Advising on MiFID licence applications» Advising financial institutions on Central Bank enforcement actions, including negotiating settlement agreements with the Central Bank» Advising financial institutions on the Central Bank s industry-wide tracker mortgages inquiry» Advising private equity funds on the acquisition and servicing of distressed Irish loan portfolios» Advising the Irish government on all aspects of its response to the banking crisis The lawyers are very commercial and responsive, and I trust their judgement. I have worked with many law firms, and Arthur Cox is the most commercial and efficient I have used. Chambers Europe: Europe s Leading Lawyers for Business, ARTHUR COX FINANCE

7 Meet Our Team For further information please speak to your usual Arthur Cox contact or one of the following lawyers: HELEN BERRILL DIRECTOR, LISTING SERVICES helen.berrill@arthurcox.com KATHLEEN GARRETT kathleen.garrett@arthurcox.com ORLA O CONNOR AND FINANCIAL REGULATION orla.oconnor@arthurcox.com GLENN BUTT PARTNER, CAPITAL MARKETS glenn.butt@arthurcox.com ROBERT CAIN PARTNER, FINANCIAL REGULATION robert.cain@arthurcox.com DARA HARRINGTON dara.harrington@arthurcox.com GRAINNE HENNESSY grainne.hennessy@arthurcox.com TARA O REILLY tara.oreilly@arthurcox.com NIAMH QUINN niamh.quinn@arthurcox.com PHIL CODY PARTNER, CAPITAL MARKETS & DERIVATIVES, NEW YORK phil.cody@arthurcox.com CORMAC KISSANE PARTNER, HEAD OF FINANCE cormac.kissane@arthurcox.com ULTAN SHANNON ultan.shannon@arthurcox.com CORMAC COMMINS cormac.commins@arthurcox.com SARAH CUNNIFF sarah.cunniff@arthurcox.com IAN DILLON ASSET MANAGEMENT & ian.dillon@arthurcox.com KEVIN LYNCH kevin.lynch@arthurcox.com DAVID MOLLOY LONDON david.molloy@arthurcox.com KEVIN MURPHY kevin.murphy@arthurcox.com AIDEN SMALL PARTNER, CAPITAL MARKETS HEAD OF LONDON OFFICE aiden.small@arthurcox.com FINANCE ARTHUR COX 7

8 Contact Us Dublin dublin@arthurcox.com Belfast belfast@arthurcox.com London london@arthurcox.com New York newyork@arthurcox.com Silicon Valley siliconvalley@arthurcox.com arthurcox.com

Establishing SPVs in Ireland

1 ARTHUR COX CAPITAL MARKETS Group Briefing June 2014 Establishing SPVs in Ireland Client Service Award for Ireland Chambers Global Awards 2014 Ireland Law Firm of the Year 2014 IFLR Europe Awards Ireland