Our Private Bank Finance Practice

Our Private Bank Finance Practice 2018

Contents Firm at a glance... 2 Securities Finance & Margin Lending... 3 Real Estate Finance... 4 Corporate Jet Finance... 5 Funds Finance... 6 Key contacts... 7 Key contacts... 8 Our locations... 9

Short listed for Property Team of the Year at the British Legal Awards 2017 They're swift to respond, they co-ordinate things brilliantly, they're always available and they're practical and pragmatic. Chambers 2018 We are a preferred provider for nine of the world s top ten banks and regularly advise all of the top ten investment banks. Noted for its traditionally strong relationships with UK retail banks, as well as its growing client base of investment banks, insurance lenders and debt funds Legal500, 2018 Shortlisted for Finance Team of the Year at the Lawyer Awards 2017 We have leading lawyers in the areas of funds finance, formation, regulatory, derivatives and tax, both in London and internationally through our network of offices across Europe, the Middle East, Africa and Asia and with relationship firms in other jurisdictions. Clients appreciate the team's "flexibility, responsiveness and can-do attitude" - REF Chambers UK 2019 We believe Simmons is a close-knit and friendly team offering excellent client service Chambers UK 2017 Ranked Lawyer in Chambers HNW 2018 Global Wide - Private Aircraft Chambers UK 2019 1

Firm at a glance Simmons & Simmons is a world class international law firm with 21 offices across Asia, Europe and the Middle East. Our Dublin office opened in May 2018. We are made up of more than 1,500 people, including over 250 partners and around 1000 other legal staff. Our first continental European office was opened in Belgium over 50 years ago and today we have strong cross-practice, cross-border and sector teams working from key locations in France, Germany, Italy, Netherlands, Spain and Luxembourg. Our philosophy for international growth has been guided by the needs of our clients building practices around local lawyers who understand the culture, business and languages of the countries and regions in which we operate. We have developed a closely knit and cohesive network of lawyers who address local legal issues and business needs as part of a global service. We have organised ourselves in line with our clients requirements into key practice areas and sector groups. Our sector focus allows us to bring together specialists from across our practice areas into dedicated groups. This enables us better to appreciate the environment in which our clients operate and to work with them to achieve their objectives. Our key industry sectors are: Asset Management & Investment Funds, Financial Institutions, Healthcare and Life Sciences and Telecoms, Media & Technology (TMT). We also focus on the E&I market, in particular through our international projects and construction teams. The core practice areas, from which we draw our sector teams, are: corporate & commercial, dispute resolution, employment, pensions & employee benefits, EU, competition & regulatory, financial markets, information, communications & technology, intellectual property, projects, real estate and tax. For additional information on the firm, please visit our website at simmons-simmons.com. 2

Securities Finance & Margin Lending The Simmons & Simmons Banking team advises private banks and investment banks on a variety of margin lending transactions. We have experience of both uncommitted and committed facilities, often involving the lender as custodian, but also involving third-party custodians. Many of the transactions are for ultra-high net worth individuals, but a number are for corporate borrowers. We are familiar with the due diligence issues which arise when taking security over stock issued in a variety of emerging markets and other key jurisdictions. We assist in the creation of template documents for the margin lending activities of our clients. Key experience includes: Swiss Bank Advising on a $50,000,000 margin loan involving a Cyprus borrower and a Ukraine HNWI guarantor, secured by the deposit of GDRs in a custody account UK Investment Bank/Private Bank Advising on a $55,000,000 margin loan involving a Jersey borrower, security over a Swiss custody account and a control agreement with the third-party custodian US Investment Bank (1)/Private Bank Advising on margin lending and securities-backed lending facilities to high and ultra-high net worth sponsors US Investment Bank (2)/Private Bank Advising on numerous margin loans to HNWIs and related security over custody accounts Advising on numerous margin loans to special purpose borrowers supported by HNWI guarantors, and related security over custody accounts 3

Real Estate Finance The Simmons & Simmons real estate finance team is a recognised market leader. We act for UK, European and international banks, real estate owners, investors and developers, funds, mezzanine and alternative lenders, insurance lenders, private wealth lenders, issuers, arrangers and rating agencies. We have a proven track record of executing complex, high profile, innovative cross-border transactions. Our strategically broad and deep approach, reflective of the diversified European real estate finance market, means that we cover the full range of transactional work, from highly sensitive lending to ultra-high net worth individuals to the very largest real estate financings in the market. Key experience includes: Deutsche Bank WM Advising in setting up a suite of private wealth lending documents and acting on matters such as cross collateralised facilities in excess of 150m for the financing of Arlington House, which comprises luxury serviced apartments available to rent. This is a large deal and further demonstrates our expertise in advising on loans secured on residential assets. UK Investment Bank (1)/Private Bank Advising on lending transactions to, respectively, UK-based and overseas high net worth individuals and their family offices and other vehicles. These include financings of highend real estate assets for occupation by borrowers and their families and properties let as income-producing assets. UK Investment Bank (2)/Private Bank Advising on private wealth financings of luxury properties in the UK, including country estates and residential dwellings in the most desirable parts of London. National Bank of Kuwait (International) PLC We have a long-standing relationship with NBK, having drafted their precedent suite of property finance documents, and are advising them on many of their largest real estate finance deals (both investment and development financings). These typically involve ultra-high net worth borrowers acquiring, and sometimes redeveloping, well-located UK property assets using offshore vehicles and structures. US Investment Bank, Wealth Arm Advising in setting up a suite of private wealth lending documents and acting on matters such financing large country estates and prime central London house and apartments. 4

Corporate Jet Finance Our corporate jet finance team acts for various financial institutions in the financing and leasing of corporate jets. With over ten years of experience, we understand the nuances of the corporate jet finance industry. Accordingly, we have a clear appreciation of where the issues lie in the documentation of a corporate jet financing transaction. Our practical experience extends to the following core areas: Aircraft registers we are familiar with the popular corporate jet aircraft registers, including those of Isle of Man, the United Kingdom, Cayman Islands, Luxembourg, San Marino, Aruba, Bermuda and Malta Managers we have experience of dealing with a variety of managers, including Execujet, Global Jet, TAG, Luxaviation and Avcon Jet Manufacturers we have a thorough understanding of the documents and requirements of the corporate jet manufacturers Private Banks we have acted on many occasions for financial institutions which finance corporate jets on a private banking basis. Equally, we have acted for HNWIs, including by introduction by our financial institutions clients Key experience includes: UK bank Advising on the financing of a Challenger 300, registered in the United Kingdom and operated by an AOC-holder Advising on the financing of an AW169 helicopter, registered in the United Kingdom and operated by an AOC-holder German bank Advising on the financing of a Global Express, registered in Luxembourg and operated by an AOC-holder Advising on the financing of a Boeing Business Jet, registered in Aruba and privately operated. Swiss bank Advising on the financing of a Falcon 2000 EX, registered in San Marino and operated by Execujet, Middle East Advising on the financing of a G650, registered in Malta and operated by an AOC - holder. 5

Funds Finance Our market leading global funds finance practice advises financial institutions, alternative lenders, funds and sponsors on a wide range of financings involving real estate assets and other fund asset classes. We advise on financing both closed- ended funds (e.g. investment trusts) and openended funds (e.g. OEICs, unit trusts and co-ownership schemes). We deal with fund structures (including feeder and parallel funds) based in England & Wales and other jurisdictions including Ireland, Luxembourg, Germany, France, Delaware, the Cayman Islands, Jersey and Mauritius. Working closely with our funds formation, regulatory, derivatives and tax teams, we understand how funds are structured and the related financing issues, ranging from taking and perfecting security over different investment vehicles to anticipating and dealing with concerns typically raised by general partners, investors and lenders. Key experience includes: Drafting appropriate margining provisions, dealing with the valuation of fund units and assessing and drafting the eligibility of fund collateral and portfolio limits; Developing the standard lending documentation for a number of financial institutions; and Advising on regulatory and capital adequacy aspects of funds finance facilities. Acting for Therium on the financing aspects of the establishment of its new 300m fund dedicated to litigation. Our involvement was in the documentation of the funding arrangements pursuant to which the investors will inject their cash into the fund and receive distributions Advising a syndicate of European and African banks in relation to a USD 300m umbrella capital call facility for a group of 11 diversified Cayman Islands and Mauritius established funds focusing on growth markets, including Africa, the Middle East and Latin America Advising a syndicate of European and US banks in relation to capital call facilities (with commitments of EUR 700m) made available to two related English funds specializing in buy-out investments in Europe Acting for an international bank in relation to a term and revolving loan facility made available to a leading debt fund, secured on the basis of investor commitments and underlying portfolio loans Advising a Jersey-established private equity fund in relation to EUR 300m NAV facility made available by a Dutch bank Advising an English infrastructure fund on the establishment of a new letter of credit facility with a US bank and continuing work on its existing capital call facility with an Australian bank. 6

Key contacts Jeremy Arscott Consultant Corporate Jet Finance T +44 20 7825 2085 E jeremy.arscott@simmons-simmons.com Jeremy s area of practice is banking, specifically aircraft finance and aircraft operating leasing. Jeremy has in-depth experience of the aircraft finance sector, gained in a variety of structured cross-border transactions, from PDP finance to commercial and ECA finance, and from tax leasing to operating leasing. Jeremy now specialises in the financing of corporate jets and helicopters. He heads the firm s corporate jet finance team. Jen Yee Chan Partner Funds Finance T +44 20 7825 4288 E jenyee.chan@simmons-simmons.com Jen Yee specialises in funds finance, real estate finance, emerging markets finance, general lending and advisory work. She acts for both fund managers and banks. She has led transactions involving fund level/holdco leverage and net asset value (NAV) facilities as well as bridging, portfolio acquisition and investor call facilities. She has also advised on general partner, manager and co-investment facilities and limited partner debt facilities. In the last 12 months, she has advised on transactions with a total value of more than 1bn. Her experience covers a wide range of funds, including infrastructure, renewable energy, real estate, large buyout and mid-market funds, venture funds, fund of funds and emerging market funds. 7

Key contacts Mark Waghorn Partner Real Estate Finance T +44 20 7825 4877 E Mark.Waghorn@simmons-simmons.com Mark lead the UK Real Estate Finance practice. He acts for all market participants: lenders, borrowers, senior, junior and mezzanine debt players providing investment, development and structured finance, including commercial mortgage backed securitisations. Mark also specialises in real estate restructuring and insolvency work, working with lenders and borrowers and with Insolvency Practitioners and Property Receivers. His experience includes: residential, hotels and leisure, healthcare and retail. John Sayers Partner Banking T +44 20 7825 3618 E John.Sayers@simmons-simmons.com John advises on a broad range of bilateral, syndicated and structured lending in both developed and developing markets with a particular focus on commodities, trade & export finance, private and retail funds and renewable energy. John is ranked as a leading individual for trade finance in the 2017 and 2018 editions of Legal 500 UK. John speaks regularly at external and internal events. James Bresslaw Partner Banking T +44 20 7825 4407 E James.Bresslaw@simmons-simmons.com James is a partner in our banking team in London and has over 30 years experience as a finance lawyer at Simmons & Simmons. He has worked in our banking, capital markets and securitisation teams and advises financial institutions, borrowers and other transaction counterparties on a wide variety of loan, capital markets, hedging and other financial and treasury transactions and matters. He also advises on regulatory matters relating to peer to peer lending, ring fencing, recovery and resolution planning and the bank stabilisation regime 8

Our locations Simmons & Simmons is a leading international law firm with more than 900 legal staff in offices situated in key business and financial centres across Europe, the Middle East, and Asia. We believe it is who we are and how we approach our work that sets us apart from other firms. We set the highest standards for the work we do and pride ourselves on our client focus. In building our international business, we have created a closely knit and cohesive network of lawyers who seek to balance local business needs with the delivery of a global service. Our current client base includes a significant number of the current FTSE 100 and Fortune Global 500 companies and we advise the world s leading investment banks, many of the world's largest financial conglomerates and more than half of the top 50 European hedge fund managers. We provide services from locations based in Europe, the Middle East and Asia. We work across core practice areas including corporate, dispute resolution, EU, competition & regulatory, employment, pensions & employee benefits, financial markets, intellectual property, projects, real estate, information, communications & technology and tax. A key commercial advantage for our clients is our focus on specific sectors, including asset management & investment funds; financial institutions; technology, media and telecommunications (TMT); and life sciences. We also focus on the energy and infrastructure market, in particular through our international projects and construction teams. 9

Offices Amsterdam PO Box 79023 1070 NB Claude Debussylaan 247 1082 MC Amsterdam The Netherlands T +31 20 722 2500 F +31 20 722 2599 Beijing Simmons & Simmons 33rd Floor China World Tower A 1 Jianguomenwai Avenue Beijing 100004 People s Republic of China T +86 10 8588 4500 F +86 10 8588 4588 Bristol One Linear Park Temple Quay Bristol BS2 0PS United Kingdom T +44 20 7628 2020 F +44 20 7628 2070 Brussels Avenue Louise/Louizalaan 143 1050 Brussels Belgium T +32 2 542 09 60 F +32 2 542 09 61 Doha Simmons & Simmons Middle East LLP Level 5 Al Mirqab Tower Al Corniche Street PO Box 23540 Doha State of Qatar T +974 4409 6700 F +974 4409 6701 Dubai Simmons & Simmons Middle East LLP Level 7 The Gate Village Building 10 Dubai International Financial Centre PO Box 506688 Dubai United Arab Emirates T +971 4 709 6600 F +971 4 709 6601 Dublin Simmons & Simmons Fitzwilliam Hall Fitzwilliam Place Dublin 2 T +35312661110 F +353 1266 1159 Düsseldorf Kö-Bogen Königsallee 2a 40212 Düsseldorf Germany T +49 2 11-4 70 53-0 F +49 2 11-4 70 53-53 Frankfurt MesseTurm Friedrich-Ebert-Anlage 49 60308 Frankfurt am Main Germany T +49 69-90 74 54-0 F +49 69-90 74 54-54 Hong Kong Simmons & Simmons 13th Floor One Pacific Place 88 Queensway Hong Kong T +852 2868 1131 F +852 2810 5040 Jeddah Hammad & Al-Mehdar in alliance with Simmons & Simmons Office #1209, King Road Tower, Malik Road, PO Box 864 Jeddah 21421 Kingdom of Saudi Arabia T +966 92 000 4626 F +966 2 606 9190 Lisbon Sociedade Rebelo de Sousa in association with Simmons & Simmons Rua D. Francisco Manuel de Melo 21 1070-085 Lisbon Portugal T +351 21 313 2000 F +351 21 313 2001 London CityPoint One Ropemaker Street London EC2Y 9SS United Kingdom T +44 20 7628 2020 F +44 20 7628 2070 Luxembourg Simmons & Simmons Luxembourg LLP Royal Monterey 26A Boulevard Royal L-2449 Luxembourg Grand Duchy of Luxembourg T +352 26 21 16 01 F +352 26 21 16 02 Madrid Calle Miguel Angel 11 5th floor 28010 Madrid Spain T +34 91 426 2640 F +34 91 578 2157 Milan Studio Legale Associato in affiliation with Via Tommaso Grossi 2 20121 Milan Italy T +39 02 72505.1 F +39 02 72505.505 Munich Lehel Carré, Thierschplatz 6 80538 Munich Germany T +49 89-20 80 77 63-00 F +49 89-20 80 77 63-01 Paris 5 boulevard de la Madeleine 75001 Paris France T +33 1 53 29 16 29 F +33 1 53 29 16 30 Riyadh Hammad & Al-Mehdar in alliance with Simmons & Simmons Level 18 Princess Al-Anood Tower 2 King Fahad Road Olaya Riyadh Kingdom of Saudi Arabia T +966 92 000 4626 F +966 12 606 9190 Shanghai Simmons & Simmons 20th Floor, HKRI Centre Two, HKRI Taikoo Hui, No. 288 Shi Men Yi Road, Shanghai 200041, People s Republic of China T +86 21 6249 0700 F +86 21 6249 0706 Singapore Simmons & Simmons JWS Pte. Ltd. 168 Robinson Road, #11-01, Capital Tower, Singapore 068912 T +65 6831 5600 F +65 6831 5688 Simmons & Simmons is an international legal practice carried on by and its affiliated practices. Accordingly, references to Simmons & Simmons mean and the other partnerships and other entities or practices authorised to use the name Simmons & Simmons or one or more of those practices as the context requires. The word partner refers to a member of or an employee or consultant with equivalent standing and qualifications or to an individual with equivalent status in one of s affiliated practices. For further information on the international entities and practices, refer to simmonssimmons.com/legalresp is a limited liability partnership registered in England & Wales with number OC352713 and with its registered office at CityPoint, One Ropemaker Street, London EC2Y 9SS. It is authorised and regulated by the Solicitors Regulation Authority. A list of members and other partners together with their professional qualifications is available for inspection at the above address. L_LIVE_EMEA1:41511756v1