Restructuring and Insolvency

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					Restructuring and Insolvency
Our International Capability

Our Restructuring and Insolvency Group comprises dedicated lawyers in the
UK, France, Germany and Spain, together with finance, corporate, real estate,
tax, pensions, employment and litigation lawyers specialising in restructuring
and insolvency law.

All our offices embrace the sector expertise of our real estate, retail & leisure, telecoms, technology, life sciences and media
practice groups. Our cross practice approach allows us to provide in depth commercial insight to clients seeking financial
and operational restructuring advice. Our clients are quick to notice our business acumen, rapid turnaround and absolute
commitment to their business.

Our Real Estate Special Situations Group is a market leading team in large, high profile commercial real estate restructuring.
We are a leader in pensions restructuring, having set up the first dedicated pensions restructuring practice, our Pensions
Restructuring Special Situations Group (“PReSS”). We are also one of the very rare experts in the specialist area of
restructuring NHS and Foundation Trusts Hospitals.

We advise institutional lenders and borrowers, corporates, insolvency practitioners and other stakeholders on a broad range
of restructuring and insolvency matters including large complex pan-European restructurings, solvent reconstructions,
distressed debt trading, insolvency sales and acquisitions, employment rights and TUPE transfer analysis, pension
clearance, landlord and tenant contingency planning, antecedent transactions and misfeasance claims together with general
(contentious and non-contentious) insolvency issues.

Our lawyers are at the forefront of the latest developments in their fields, often being involved in high profile cases of media
interest. Some examples of our work are set out below, although often our involvement in the most topical cases must for
reasons of sensitivity remain confidential.                                                                                                                    1
Our expertise

Real Estate
 Sapphire                                       F&C REIT Asset Management                         Clients of Delancey Real Estate
                                                                                                  Asset Management
 Advised the senior lenders and                 Acted for clients of F&C REIT Asset
 subsequently the administrators (Grant         Management on the acquisition of                  Advice on the acquisition of an interest
 Thornton LLP) on the restructuring,            approximately 220 properties from                 in the limited partnership owning
 enforcement and sale of over £200              the administrators and administrative             the Castlepoint Shopping Centre in
 million loans secured on the Sapphire          receivers of the Dawnay Day group for             Bournemouth, and on the acquisition of
 Retail Fund portfolio of shopping centres      over £600 million.                                40 Holborn Viaduct, London.
 in the UK.

 Capital & Regional Plc                         Debt Purchase                                     Project Summer/Sunbed
 Advised on the restructuring of Capital        Acted for an SPV deep discount buyer              Advised a £150 million property
 & Regional Plc’s core banking facilities       of a junior tranche of a £98 million facility     portfolio group with professional
 (totalling over £175 million). These were      relating to a property portfolio.                 securities market listed debt on a
 business critical transactions because                                                           restructuring with its bondholders.
 they had to be completed before a rights
 issue could take place.

 Nozar                                          Cosmani                                           Estudio 5
 Joint Judicial Administrator of Spanish real   Joint Judicial Administrator of Spanish           Joint Judicial Administrator of a major
 estate investment company with debts of        real estate company. Provided                     Spanish real estate company. Provided
 €700 million.                                  restructuring advice to the company               restructuring advice to the company with
                                                with debts of €700 million.                       debts of €500 million.

 Real Estate Company                            Kaupthing Bank HF                                 Minerva Plc
 Provided restructuring advice to a             Advised the Bank in respect of the former         Advised Minerva plc on refinancing
 Spanish real estate company with debts         Middlesex Hospital development site, the          loan facilities in excess of £750 million
 of €150 million.                               biggest single mixed use development site         including in respect of two City of London
                                                in the West End of London.                        office developments at The Walbrook and
                                                                                                  St Botolphs.

 A Danish bank                                  City of London Office Development                 LBB Landesbank Berlin AG
 Advised a Danish bank on the enforcement       Represented a German specialist real estate       Advised the Bank on the repositioning
 of its security interests in the insolvency    lender in connection with the restructuring       of a large inner-city building complex
 of a German developer of residential           of a £117 million facility to finance an office   financed by the bank following the
 properties including the rebuttal of the       development in the City of London, including      insolvency of the borrowers.
 alleged subordination of the bank’s debt.      the documentation of the restructuring (both
                                                in London and at is German headquarters)
                                                during all its credit approval stages.                                                                                                                                2
Our expertise

Real Estate (cont..)
 Crest Nicholson and McCarthy & Stone            Invista and Propinvest Celsius Portfolio         Scottish distribution site
 Advised sub-groups of lenders to both           Advised Kaupthing Bank hf on                     Advised the business support unit of a
 Crest Nicholson and McCarthy & Stone            restructuring its €142 million debt facility     UK clearing bank in its capacity as lender
 in connection with their schemes of             to Invista and Propinvest’s Celsius              in connection with the restructuring of a
 arrangement.                                    portfolio of French properties.                  £54.25 million facility for the acquisition
                                                                                                  and development of an industrial and
 This involved supporting banks in connection                                                     distribution site in Scotland.
 with the complex aspects involved in the UK
 driven restructuring process.

Retail & Leisure
 Project Cascade                                 Hull                                             Senior lender/agent
 Advised the security trustee on the             Advised the Hull City Association                Advised the business support unit of
 restructuring of £355 million facilities to a   Football Club (Tigers) Limited on its            a UK bank in its capacity as senior
 specialist fund with a portfolio of over 25     financial restructuring and sale to              lender/agent in connection with its
 hotels across the UK, including advice on       Allamhouse Limited.                              restructuring of a £75 million facility to
 a debt/equity swap and restructuring of                                                          a vehicle investing in landmark hotels in
 management and operations.                                                                       the UK and providing enforcement and
                                                                                                  insolvency procedures advice.

 BBC Worldwide                                   Toshiba and Fujitsu                              A global film distributor
 Acted for BBC Worldwide in relation to the      Advised Toshiba and Fujitsu on their             Advised a film distributor in relation
 2entertain dispute with the administrators      rights in respect of patents and licenses        to the insolvency of its German DVD
 of Woolworths Media plc including the           in connection with the insolvency of a           manufacturer, complicated by the
 precedent setting action in the Court of        large German semi-conductor producer             challenging structure of the DVD
 Appeal on the anti-deprivation principle.       Qimonda.                                         manufacturers’ group, which included
                                                                                                  numerous insolvent entities.

 Better Capital LLP                              CBS Corp., Paramount Pictures Corp.,             Powercorp International Limited
                                                 Dreamworks, MTV Networks
 Advised Better Capital LLP in relation to                                                        Acted for Powercorp, the largest TV
 the purchase of the business and assets of      Advised in relation to the insolvency of the     production company in Europe, in
 Reader’s Digest Association and Reader’s        KirchMedia Group, the largest post-war           relation to its debt restructuring and sale
 Digest Financial Services for £13 million.      insolvency in Germany. We represented            of the business.
 The deal helped to secure the future of the     a number of US clients to safeguard their
 business which went into administration in      assets and interests in the KirchMedia
 February 2010 as a result of significant UK     estate, including the negotiation settlements.
 pension liabilities.                                                                                                                                 3
Our expertise

Life Sciences
 A UK Plc                                         Orchard Care Homes                          Milton Keynes NHS FT
 Acted for a borrower in the natural              Advised a group of funds (£25 million       Advised a £155 million turnover, 2,500
 consumer healthcare sector on the                unsecured mezzanine loan note holders)      employee, NHS Foundation Trust
 implementation of a scheme of arrangement        in relation to this 3,000 bed care          in relation to its financial difficulties,
 which involved the de-listing of the parent      management group through a debt for         including directors’ duties and cash
 company as well as substitution of new           equity swap effected through a company      collateral working capital facilities.
 listed holding company, the amendment and        voluntary arrangement (CVA) with landlord
 restatement of existing asset-based lending      future rentals haircut since emulated in
 facilities and the restructuring of the group.   JJB Sports and others.

 Heatherwood & Wexham Park NHS FT
 Advised a £285 million turnover, 3,000
 employee, NHS Foundation Trust
 Hospital in relation to its financial
 difficulties generally, including directors’
 duties, governance, Foundation Trust
 Financing Facilities (FTFF)           and
 “protected property” issues.

Financial Services
 Kaupthing Bank hf                                Top 10 Hedge Fund Manager                   The Pearl Group
 Advised the Bank on the legal aspects of         Advised one of the world’s largest          Acted for Liberty (quoted on Euronext) in its
 closing out and settling their derivatives       hedge fund managers on its investment       acquisition of The Pearl Group of insurance
 portfolio, including negotiations with over      into a complex joint venture structure      companies and the financial restructuring
 100 of the Bank’s international financial        involving the complete restructuring of     of the target. This was a very complex
 institution counterparties (including            the joint venture and the retranching       financial restructuring and involved detailed
 most of the major names in investment            of the existing debt including a partial    analysis and input into a post-acquisition
 banking) and litigation in cases which           refinancing and a partial waiver of debt.   restructuring process involving, amongst
 have not proved capable of settlement.                                                       other things, complex debt/equity swap and
                                                                                              debt conversion issues.

 Lehmans                                          Kaupthing Bank hf                           Distressed trade
 Acted for a number of clients in closing out     Advised the Bank on an asset swap           Advised a bank as seller on a distressed
 their derivatives and recovering their assets    agreement involving a complex               trade selling a junior tranche of £37 million
 following the insolvency of Lehmans.             arrangement undoing a loan asset            of a £535 million loan on LMA terms.
                                                  participation agreement in respect of a
                                                  portfolio of UK and Icelandic loans.                                                                                                                               4
Our expertise

General Restructuring & Insolvency
 Pre-packaged administration sale of             Kaupthing Bank hf                             Project Gear
 DKLL Solicitors                                 Advised the Bank on the restructuring         Advised Hilco in relation to its proposed
 Advised the administrators, BDO LLP,            of Huurre Group Oy, North Europe’s            acquisition of a division of an 8,000
 and the firm of solicitors on the first court   leading commercial refrigeration company,     employee logistics provider with a £1
 approved sale of the business and assets        including a debt for equity swap.             billion turnover and more than 200 sites.
 of a law firm.

 Composite Technology Corporation                OP Systèmes                                   Structured finance
 Advised a United States listed global           Advised a clean tech company based in         Advised a French pharmaceutical
 group and producer of wind turbines,            the South-West of France and operating        company, as creditor of Lehman
 energy efficient and other renewable            in France and in Italy, on a corporate        Brothers Treasury BV, as issuer, and
 energy products in relation to its European     and debt restructuring involving a pool of    Lehman Brothers inc., as guarantor,
 reorganisation and Court of Appeal victory      commercial banks and TOTAL, one of its        in the Dutch and the US bankruptcy
 in leading European decision on cross           main clients, with injection of €15 million   proceedings of these companies, in
 border jurisdiction.                            additional financing.                         relation to a €20 million investment in
                                                                                               Lehman structured bonds.

 New Star                                        Venture Photography Group                     Bibby v Magson
 Advised New Star Asset Management on            Advised European, US and Asian                Successfully defended a director in a major
 a financial restructuring with its lending      international photography group in            High Court dispute on guarantee/warranty
 syndicate and on the £115 million public        relation to its financial turnaround post     claims resulting in a leading decision as to
 offer for it announced by Henderson             administration generally, including           the delivery of deeds.
 Group plc on 30 January 2009.                   improvements in its franchise security,
                                                 recovery and franchisee issues.

 Quangos                                         Finnish pet food group
 Advised a well known non-departmental           Advised Kaupthing Bank hf in relation to
 government body and charity in                  a multi-jurisdictional group headquartered
 relation to the duties and liabilities of       in Finland in connection with a complex
 its members, trustees and directors             restructuring which involved the lender
 arising from its funding uncertainty and        acquiring full ownership of the group.
 subsequent restructuring.                                                                                                                               5
Key contacts

London Office

Alicia Videon                    Séamas Gray                           Julian Turner
Partner, Head of Restructuring   Partner, Restructuring & Insolvency   Partner, Restructuring & Insolvency
& Insolvency                     +44 (0) 20 7067 3212                  +44 (0) 20 7067 3552
+44 (0) 20 7067 3640        

Eleni Skordaki                   Jonathan Lewis                        David Farmer
Partner, Finance                 Partner, Real Estate                  Partner, Corporate Pensions
+44 (0)20 7067 3422              +44 (0)20 7067 3577                   +44 (0)20 7067 3013  

David Roberts                    Jeremy Mash                           James Kennard
Partner, Corporate               Partner, Commercial Litigation        Senior Associate, Restructuring
+44 (0) 20 7067 3537             +44 (0)20 7067 3270                   & Insolvency               +44 (0)20 7067 3434
Key contacts

Berlin Office

Claudia Hard                     Dr. Viola Bensinger                    Gordon Geiser
Partner, Finance                 Partner, Commercial Media,             Senior Associate
+49 30 700171 ext. 128           Communications & Technology            +49 (0) 30 700 171 168         +49 30 700171 150            

Madrid Office

Dr José Maria Sanchez            Cristina Jiménez Savurido              Javier Vasserot
Partner, Finance                 Of Counsel, Restructuring              Partner, Corporate
+34 91-187 1923                  & Insolvency                           +34 91-187 1921   +34 91-187 1958              

Paris Office

Stéphan Alamowitch               Vanina Paolaggi
Partner, Finance                 Partner, Finance
+33 1 70 91 87 21                +33 1 70 91 87 24
sté                                                                                       7
Restructuring and
Insolvency endorsements

Legal 500 2011/2012
Comment: Olswang’s advice is “very practical, and always focused on the client’s
business, needs and goals”. The firm “provides a high level of service, with deals being
led by commercially minded partners”.

Chambers & Partners 2011/2012
Comment: Sources praise this team for combining a robust approach
with excellent technical ability. It has been appointed to the NAMA and
Nationwide Building Society panels, and recently acted for the Kaupthing
Resolution Committee.
Key individuals: Sources say Alicia Videon strikes “the right balance between subtlety
and aggression”.

Chambers & Partners 2009
Comment: This “exceptionally responsive outfit” has a small but popular insolvency
team that is admired for being “user-friendly and sympathetic to the needs and desires
of its clients”. The team recently advised on the first judicial consideration by
the High Court of a pre-pack administration business sale and has received
significant instructions from clients such as Universal Pictures International
Entertainment, ITV and Timberland (UK) in relation to transactional structuring
and counterparty insolvency. Lawyers here are “very well informed and familiar with
the existing structures and complexities of deals”.                                                                            8
Real Estate Finance

Legal 500 2010/2011
Comment: The firm has very strong links with key lenders (predominantly
German banks such as Westdeutsche ImmobilienBank), and it advised Eurohypo
as agent, arranger and underwriter of a seven-year facility to Legal & General
UK Property Income Fund. On the investor side, the team advised Heron
International on its joint venture with a fund advised by AREA Property Partners.
Key individuals: Olswang’s Eleni Skordaki has an “affable personality which
encourages a swifter, more consensual documentation process”.

Chambers & Partners 2010/2011
Comment: Commentators are impressed with the quality of Olswang’s offering
in the real estate finance sector, highlighting the solicitors’ sensible and diligent
approach. The team’s deep understanding of the commercial property market
enables it to provide accurate advice at short notice to high-calibre clients such
as Deutsche Pfandbriefbank, Nationwide Building Society and Tottenham
Hotspur FC. It is open to innovative structures, and recently advised Eurohypo
on its provision of a seven-year facility to Legal & General UK Property Income
Fund, which included a number of novel structures designed to increase
flexibility and effectiveness.
Clients describe the team as “Commercial, both in attitude and from a fee perspective.
They are flexible and innovative in their structuring”.
Key individuals: Eleni Skordaki is a well-established and experienced
practitioner with a reputation for getting the job done. Clients enjoy working
with her, as she is “very straightforward and open to sensible dialogue, comment and
concerns, and she responds very positively”.                                                                          9
Law is what we do.
CR is who we are

Olswang is committed to being a responsible business and has developed
Corporate Responsibility programmes that allow us to actively manage the
social and economical impact of the Firm’s activities. For example, through
our Green initiative we recycle almost 90% of our waste and on the 1 May
2009 Olswang achieved CarbonNeutral® accreditation. As part of our
Corporate Responsibility strategy we also encourage every member of staff
to engage in lasting and meaningful pro bono and volunteering activities,
both legal and non legal.                                                               10
About Olswang

Olswang is a leading business law firm with a distinctive approach. Our
pioneering and problem-solving ethos has established a commanding
reputation in the technology, media and real estate sectors, as well as a wide
range of other industries.
Founded in 1981, our Firm has grown to a team of over 650, including more than 100 partners, across six European offices.
In addition, Olswang has a long-established best friends’ network of leading independent law firms throughout the world.
Resourceful drive and a climate of shared knowledge and empowerment are the hallmarks of our meritocratic, unstuffy
culture. Our strong management team is dedicated to the personal and professional development of our people.

We recruit personalities with a genuine fascination and notable reputation in the sectors they focus on, which is reflected in
the quality of our advice. We also understand the importance of achieving our clients’ goals and ensure that our advice is,
above all else, practical.

From world-class businesses to entrepreneurial start-ups, the rich diversity of our client base ensures a broader perspective
and, as a result, deeper commercial insight. Transactional work is the most obvious feature of the role we perform. However,
ongoing non-transactional support is an integral part of our business, and we focus on creating long-term relationships with
our clients. We employ a range of proactive initiatives such as client care programmes, secondments, client training and
feedback sessions to ensure our client relationships are strong.

At Olswang the passion of our lawyers, the confidence of our approach and the commercial edge to our advice provide a
unique and compelling service.                                                                                                                  11
Berlin            +49 (0) 30 700 171 100
Brussels          +32 2 647 4772
London            +44 (0) 20 7067 3000
Madrid            +34 91 187 1920
Munich            +49 89 203 031 300
Paris             +33 1 70 91 87 20
Singapore         +65 31 58 25 88
Thames Valley     +44 (0) 20 7067 3000                                         12

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