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LONDON OFFICE

LONDON LOREM IPSUM OFFICE DOLOR SIT AMET …/media/Noerr/PressAndPublications/Brochures/... · LOREM IPSUM DOLOR SIT AMET . LONDON OFFICE . 2 Services in London 3 Private Equity &

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LOREM IPSUM DOLOR SIT AMET

LONDON OFFICE

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Services in London 3

Private Equity & Venture Capital 4

Corporate/M&A 5

Restructuring & Insolvency 6

Regulated Industries 7

Real Estate Investment 8

Key Contacts 9

About Noerr 10

CONTENTS

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London is the business and finance hub of the UK. A city with an international outlook, it attracts a wide and diverse range of global organisations, making it the ideal backdrop for business and providing the gateway into Europe.

Our London office, established in 2010, facilitates investment in Germany and Central and Eastern Europe. Our office allows us to be immediately available when our international clients and referral law firms need our expertise.

In London, we advise on several key practice areas of German law:

Private Equity & Venture Capital

Corporate/M&A

Restructuring & Insolvency

Regulated Industries

Real Estate Investment

We provide immediate advice on strategic and legal issues and co-ordinate teams of required specialists across the entire firm.

We lead projects involving German, Czech, Hungarian, Polish, Romanian, Russian and Slovakian law via co-ordination with our own offices in these countries. We also have ad hoc desks as required to support clients interested in Brazil, India and China.

We do not advise on English law, but clients benefit from our proximity to, and close co-operation with, English and US referral firms, which we select according to the expertise required. They are all leading firms and we have worked closely with many of them for decades.

Our clients receive a seamless service, with bespoke teams offering consistent, high quality service standards, central matter management, and a one-stop fee agreement, client reporting, and invoicing model.

SERVICES IN LONDON

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The financial crisis has fundamentally changed the private equity industry. Due to the implementation of the AIFM Directive, Germany has, for the first time, subjected alternative investment managers to regulation which goes far beyond portfolio and risk management provisions. The altered economic, fiscal and regulatory environment for banks, investors and private equity managers has resulted in changes to structures and rationale, and has created a new investment culture.

In a market characterised by increasing complexity and competition, finding the right structure, implementing challenging investment strategies, as well as a good feel for the right opportunity, means that the skills of experienced advisers are an essential part of a successful investment strategy.

Our expert teams – comprising our corporate, finance and tax professionals - assist clients during every phase of private equity; from the

structuring and establishment of international fund schemes and investment vehicles, the financing or acquisition of companies, the creation and expansion of portfolio companies, through to reorganisation and de-investment. We involve industry experts in our transaction teams who help establish a focused investment structure tailored to the demands of specific sectors.

Private equity investors, companies, banks and management teams rely on our expertise and we advise on more than 150 private equity related transactions annually. Selected transactions include:

Apollo: Acquisition of its Xanadu portfolio in a groundbreaking and tax-optimised deal structure using the benefits of an insolvency plan proceeding.

Deutsche Telekom: Acquisition of Interactive Media and others.

Equistone Partners: Advising MDNX Group on its acquisition of Easynet, backed by Equistone Partners, to create the largest independent network and hosting integrator in Europe.

Insight Venture Partners: Advice on the sale of trivago to Expedia.

Zalando: Sale of shares to Kinnevik by major shareholders in Zalando GmbH, including Holtzbrinck Ventures, Tengelmann and Rocket Internet.

PRIVATE EQUITY & VENTURE CAPITAL

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Success comes from clear objectives. Clients may want their company to grow through mergers and acquisitions and need to finance them, or encourage organic growth, supported by equity or debt capital. Perhaps the company needs to be restructured, or is facing disputes with shareholders or directors and officers. For these complex projects, transactions or disputes, excellent, tailored legal advice is needed. We can meet that need with outstanding and innovative legal solutions, tailored to achieve optimum results.

Our experts in company law and M&A offer effective, entrepreneurial, results-oriented and innovative advice, which is especially important in complex situations. By creating bespoke teams led by experienced company lawyers and M&A experts, and integrated with other specialist colleagues from other legal disciplines, such as tax law, we will achieve the best result possible with any M&A issue.

Each year we oversee around 300 large and medium-scale transactions, including acquisitions, public takeovers and restructurings, including company sales. Our clients benefit from the services of an experienced, international team, with a proven track record especially in developing new markets and devising more efficient group structures.

When advising on both company law and M&A, our work is founded on the tried-and-tested combination of our expertise in the fields of company law, tax, restructuring, cartel law, employment law, corporate finance and conflict resolution. Selected transactions include:

ABN Amro: Advising ABN Amro and its German subsidiary Bethmann Bank on the acquisition of Credit Suisse’s German private banking business.

Daimler: Structured international tender process in connection with the sale of the majority of MBTech Group.

Deutsche Telekom: Acquisition of GTS Central Europe Group.

Mitsubishi Heavy Industries: Worldwide merger with Hitachi of their respective thermal power stations.

Siemens: Joint venture with the Russian Sinara Group for the manufacture and distribution of modern regional trains for the Russian market.

CORPORATE/M&A

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The regulatory framework for the reorganisation of companies is becoming increasingly complex. With “protective shield proceedings”, German legislators have created a way of rescuing companies in insolvency proceedings from being broken up in crisis situations. Entrepreneurs, managers and also creditors are now exposed to increasing demands in restructuring situations if they want to take advantage of all possibilities available to them.

Restructuring and insolvency situations require special experience, care and discretion. Our advice includes standstill and settlement agreements, financial negotiations and the use of court instruments to reorganise companies. Through Noerr Consulting AG, we also offer crisis consulting services ranging from advising on potential reorganisation to interim management to debtor-in-possession administration during receivership. Finally, we also assume the role of a

“two-way trustee” during the reorganisation phase through TEAM Treuhand GmbH.

Our Restructuring & Insolvency team specialises in the design and implementation of complex financing and transaction structures. This includes facilitating transparency in the relationship between senior and subordinated creditors; the drafting of reorganisation concepts, including their legal implementation by preparing insolvency plan proceedings; and legal support on the comprehensive searches required to identify potential investors, including due dili-gence processes and contractual negotiations.

Selected transactions include:

centrotherm photovoltaics: Advising on the in-court restructuring under German insolvency protective shield proceedings while keeping the company’s stock market listing.

Lehmann Brothers Bankhaus: Advising a group of US financial investors led by Paulson Inc. on the insolvency of the Lehman Brothers subsidiary.

Qimonda: Lead counsel to the insolvency administrator on all aspects of the multinational insolvency of the group, including the sale of its subsidiaries in other jurisdictions.

Schieder Furniture Group: Advising the Super Senior Group on the enforcement of their collateral in various European jurisdictions.

RESTRUCTURING & INSOLVENCY

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Banks, energy, healthcare, media, telecommunications or transport – these are just a few of the many sectors in which the state takes a regulatory and controlling role, whether to enable competition, promote private investment, guarantee supply security or to ensure consumer protection.

In regulated sectors, companies can only achieve sustained success if they not only manage the specific legally required mechanisms, but also take on-going developments into account during their business decision-making processes.

We provide clients with comprehensive support during the structuring, expansion and protection phases of their businesses in state regulated markets. Our Regulatory & Governmental Affairs team offers the combined expertise of our specialists – both industry-specific and multidisciplinary. Our aim is to help protect business investments and we take on a guiding role between the authorities and politics. We

always provide sector-specific advice, thanks to our many years of experience. Our clients also benefit from our expertise and experience with regulatory instruments applicable across multiple sectors. We also support national and supranational authorities and organisations; providing public authorities with advice on issues such as planning, tendering processes, PPP models and the drafting of legislation.

Selected experience includes:

Airlines for America (A4A): Model lawsuit against the Federal Republic of Germany concerning the compliance of air passenger tax with international law.

EDF Electricité de France: Advising Europe's largest energy producer on the construction of a high performance combined cycle power plant (CCGT) in the Federal State of Brandenburg.

Interfer: Assessment of the compliance with German foreign trade law of the internationally trading steel company’s business in the Middle East.

Leading European insurance group: Advice on the cross-border transfer of an insurance portfolio from the UK under Part VII and the regulatory laws governing the insurance industry in Germany.

Major European bank: Advice on the areas of bank supervisory, securities trading and investment law

REGULATED INDUSTRIES

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The Noerr Real Estate Investment Group (REIG) is the answer to the increasingly complex challenges in the real estate industry. With its unique interdisciplinary approach, which brings together around 60 experts from the fields of private equity, corporate law, capital markets, financing, tax, real estate law and public law, REIG is one of the leading legal advisers in transaction-based real estate law.

Our integrated approach combines an in-depth business understanding of the ‘real estate’ asset class with a high level of legal expertise, and covers the whole value chain in real estate investment. With extensive experience in the sector we offer comprehensive advice on all legal aspects of real estate investment;

integrated collaboration among top specialists in various fields; and tailored teams.

Selected experience includes:

Apollo Management: Advising on the acquisition of the Xanadu portfolio out of an insolvency and special servicing situation, including financing and tax structuring.

The Blackstone Group: Advising on the acquisition of two residential portfolios with approx. 15,000 units from Level One for more than €400m, including financing.

Deutsche Pfandbriefbank/Private Equity Investor: Advising on the bidding process for the BauBeCon portfolio and subsequently advising Deutsche Pfandbriefbank on the partial financing of the €1.2bn acquisition by Deutsche Wohnen.

Lone Star Funds: Advising on the €750m investment of Dundee, a Canadian REIT, into a German real estate portfolio comprising office and logistic properties and mostly let to Deutsche Post.

TAG Immobilien: Advising on the sale of its commercial real estate portfolio to Apollo for €300m.

REAL ESTATE INVESTMENT

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Thomas Schulz Managing Partner, London T +44 20 7562 4351 [email protected]

Isabel Giancristofano Senior Associate T +44 20 7562 4338 [email protected]

Robert Korndörfer Senior Associate T +44 20 7562 4337 [email protected]

Sebastian Diehl Associate T +44 20 7562 4339 [email protected]

KEY CONTACTS

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Noerr is one of the top European law firms with more than 500 professionals in Germany, Europe and the USA. The firm delivers real value to clients by devising and handling the right solutions to complex and sophisticated legal matters. The Noerr difference is its unique combination of legal excellence, creative thinking, international experience and in-depth industry knowledge. Listed groups and multinational companies, large and medium-sized family businesses as well as financial institutions and international investors rely on Noerr.

Interdisciplinary solutions

Together with its tax advisors, auditors and management consultants, the lawyers of the firm also develop sustainable solutions for finance and management by devising integrated solutions tailored to the specific requirements of clients. This interdisciplinary approach offers clients seamless, efficient and comprehensive solutions.

Industry know-how

The professionals at Noerr understand their clients’ business; besides their excellent professional knowledge, they also have extensive experience in the industries they advise. Sector groups range from automotive, energy, banking, finance and insurance, to healthcare, real estate and retail.

International network

The firm guarantees top-level international legal advice with its own offices in eleven jurisdictions and a network of top ranked “best friends” law firms all over the world. Noerr is also the exclusive member firm in Germany for Lex Mundi, the leading network of independent law firms with in-depth experience in 100+ countries worldwide.

Capacity in Central and Eastern Europe

Noerr has its own offices in all major capitals in Central and Eastern Europe. As one of the first Western law firms to open offices in the region, it has continuously built on this lead and regularly advise on greenfield investments, joint ventures, acquisitions and divestments in Central and Eastern Europe by investors from all over the world. With 100 professionals, Noerr is one of the top law firms in the region.

Our offices

Alicante, Berlin, Bratislava, Brussels, Bucharest, Budapest, Dresden, Düsseldorf, Frankfurt, London, Moscow, Munich, New York, Prague, Warsaw

Noerr group

Noerr LLP – Noerr Consulting AG – TEAM Treuhand GmbH – NOERR AG Wirtschaftsprü-fungs-gesellschaft Steuerberatungsgesellschaft

ABOUT NOERR

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ALICANTE BERLIN BRATISLAVA BRUSSELS BUCHAREST BUDAPEST DRESDEN DÜSSELDORF FRANKFURT/M. LONDON MOSCOW MUNICH NEW YORK PRAGUE WARSAW NOERR.COM