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                                                                                              London Office
Skadden, Arps, Slate, Meagher & Flom LLP & Affiliates
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Alternative Dispute Resolution
Antitrust & European Union/International Competition
Appellate Litigation and Legal Issues                                                         Skadden’s* London office opened in 1988 and is our largest European office. As
Australia and New Zealand                                                                     one of the biggest financial centres in the world, London is home to a number of
Banking                                                                                       Skadden’s major clients. Our attorneys advise on mergers and acquisitions, private
Biological and Chemical Technology Diligence and Transactions
Brazil                                                                                        equity, capital markets, tax, banking, corporate restructuring, energy transactions, and
                                                                                              international litigation and arbitration, as well as EU law and international competi-
China                                                                                         tion issues. We offer both English and U.S. law advice in all major disciplines.
Class Action Litigation
Complex Mass Torts and Insurance Litigation
Consumer Financial Services Enforcement and Litigation
                                                                                              Skadden is one of the most successful American law firms to have established a
Corporate Compliance Programs                                                                 combined U.S. and European capability in Europe, developing local practices across
Corporate Finance
Corporate Governance                                                                          the key European jurisdictions. Skadden’s European practice extends to seven
Corporate Restructuring
Crisis Management
                                                                                              offices in all major financial centres, operating as an integrated practice group with-
Derivative Financial Products, Commodities and Futures                                        out office or jurisdictional boundaries. This approach is a critical part of our com-
Environmental                                                                                 petitive advantage in Europe. In recognition of our commitment to clients, Skadden
Executive Compensation and Benefits
                                                                                              was voted “Client Service Firm of the Year” by Chambers Global 2007, the last
Exempt and Nonprofit Organizations                                                            time the award — one of Chambers’ top honors — was given.
False Claims Act Defense
Financial Institutions
Financial Institutions Regulation and Enforcement                                             Our arbitration, banking, capital markets, corporate/M&A, energy and projects and
Foreign Corrupt Practices Act Defense
Franchise Law                                                                                 tax practices are recognised among the leading practices in the world by Chambers
Government Contract Disputes
                                                                                              Global 2010. Chambers UK 2009 says, “the firm’s commitment to client service
Government Enforcement and White Collar Crime                                                 is reflected in the highly developed relationships with demanding organisations.”
Health Care and Life Sciences
Hong Kong Law                                                                                 Skadden won “Best Trainer — U.S. Firm in the City” at the LawCareers.Net
Information Technology and E-Commerce
                                                                                              Training and Recruitment Awards 2007. In 2006, Skadden was voted “Best U.S.
Insurance                                                                                     Law Firm in London” by Legal Business for the second time in three years.
Intellectual Property and Technology
International Law and Policy
International Litigation and Arbitration
                                                                                              Mergers and Acquisitions
International Tax
International Trade
Investment Management
                                                                                              Skadden has one of the leading M&A practices in the world and has developed a
Israel                                                                                        first rank mergers and acquisitions capability in Europe over 20 years with a focus
Japan                                                                                         on complex, cross-border transactions. We have significant and unique experience in
Labor and Employment
Latin America
                                                                                              structuring and executing challenging transactions throughout our network of
Lease Financing                                                                               European offices. In London, we have an established first tier capability in City
Media and Entertainment                                                                       Code regulated transactions and have a fully established nonpublic and private equity
Mergers and Acquisitions                                                                      transactions practice. We offer significant advantages in managing complex cross-
Patent and Technology Litigation and Counseling                                               border issues and the demands of multiple legal and regulatory regimes.
Pharmaceutical, Biotechnology and Medical Device Licensing
Political Law
Private Equity                                                                                We develop strategies for execution of our mandates drawing on the wealth of expe-
Pro Bono
Public Policy                                                                                 rience of a close knit and complementary group of U.S. and European practitioners
Real Estate & REITs
Russia and C.I.S.
                                                                                              to exploit practices and developments from the world of M&A, sensitive to the local
Securities Enforcement and Compliance                                                         environment in which the acquisition entities are established. We work closely with
Securities Litigation
Sports                                                                                        our client’s financial and other advisors, whether lawyers or otherwise, in search of
Structured Finance
                                                                                              excellence and successful completion of the tasks to which we are assigned.
Trademark, Copyright, and Advertising Litigation and Counseling
Trusts and Estates
UCC and Secured Transactions
Utilities Mergers and Acquisitions
...... . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . .   * Our London office operates as Skadden, Arps, Slate, Meagher & Flom (UK) LLP, an
                                                                                                affiliate of Skadden, Arps, Slate, Meagher & Flom LLP (each “Skadden, Arps,”
                                                                                                “Skadden” or the “firm” as appropriate in context).
London Office             Skadden’s London office has wide experience in complex and challenging international
40 Bank Street            M&A transactions. For example, we have recently represented, among others:
Canary Wharf
London E14 5DS, England
                          • Access Industries Inc. in its €4.4 billion acquisition of Netherlands-based
Tel. +(44) 20 7519 7000
Fax +(44) 20 7519 7070
                            Basell NV. Basell, a 50:50 joint venture owned by BASF AG and the Royal
Contact: Bruce M. Buck      Dutch/Shell Group;

                          • Airtricity, Inc., a developer of wind energy projects, in its €1.8 billion acquisi-
                            tion by Scottish & Southern Energy Plc.;

                          • Anheuser-Busch Companies, Inc. in its US$52 billion acquisition by InBev N.V.;

                          • Arcelor SA against an unsolicited US$22.8 billion bid from Mittal Steel NV
                            and in its subsequent US$33.8 billion merger with Mittal;

                          • Banco Comercial Portugués, S.A. in its US$5.2 billion unsolicited offer to
                            acquire Banco BPI, S.A. Both companies are Portugal-based commercial banks;

                          • Basell Polyolefins in its US$22.2 billion acquisition of Lyondell Chemical Company;

                          • BHP Billiton in its offer to acquire Rio Tinto;

                          • BlackRock, Inc. in its US$13.5 billion acquisition of Barclays Global Investors
                            (United Kingdom) from Barclays Bank PLC (United Kingdom);

                          • CME Swaps Marketplace Ltd (UK subsidiary of CME Group), in its acquisi-
                            tion of 90 percent of the fully diluted share capital of Credit Market Analysis
                            Ltd. CME Group is the world's largest derivatives exchange and Credit Market
                            Analysis is a provider of credit derivatives market data;

                          • JPMorgan Chase & Co., Citigroup Inc., Deutsche Bank AG, Lehman Brothers
                            Inc. and Merrill Lynch & Co., Inc. as financial advisors to Endesa, S.A.
                            (Spain), an electric utility, in its US$34.7 billion acquisition by E.ON AG
                            (Germany), a supplier of electricity, water and natural gas;

                          • Fresenius SE, owner of the world's largest provider of dialysis, in its agreement
                            to acquire APP Pharmaceuticals Inc. for US$5 billion;

                          • Gazit-Globe Ltd, a multinational real estate investment company listed on the
                            Tel Aviv Stock Exchange, and CPI Capital Partners Europe LP, a real estate
                            fund advised by Citi Property Investors, in their €500 million investment in
                            Atrium European Real Estate Limited;

                          London Office
                          Page 2
• International Paper in its acquisition of a 50 percent equity interest in Ilim
  Holding, the largest forest products enterprise in Russia in order to pursue a
  50:50 joint venture in Russia valued at US$1.6 billion;

• JSC Mangistaumunaigaz (MMG), the largest privately owned Kazakh oil com-
  pany, and MMG's holding company Central Asia Petroleum Ltd. in the sale of a
  100 percent stake in MMG to Mangistau Investments B.V a 50:50 joint venture
  between China National Petroleum Corporation and JSC National Company
  “KazMunayGas” for an aggregate cash consideration of US$3.3 billion;

• The NASDAQ Stock Market, Inc. in its US$1.5 billion acquisition of 30.5 percent of
  the London Stock Exchange Group plc and in NASDAQ's subsequent stake realisa-
  tion and US$3.7 billion acquisition of OMX Group, the Nordic exchange operator;

• News Corporation in partnership with Permira Advisers Ltd., a private equity
  firm in the United Kingdom, in their US$3.6 billion going-private acquisition
  of NDS Group plc, a provider of digital technology and services to pay servic-
  es operators in the United Kingdom;

• Nomura Holdings in its acquisition of the European and Middle Eastern equi-
  ties and investment banking operations of Lehman Brothers and in its acquisi-
  tion of Lehman Brothers' entire franchise in the Asia Pacific region. Skadden
  also advised Nomura Holdings, Inc. (Japan) in its acquisition of Lehman
  Brothers' business process outsourcing companies based in India;

• Nokia Siemens Network in its acquisition of the carrier-networks division and
  wireless-research business of Nortel Networks for US$650 million;

• the controlling shareholders of OAO Siberian Oil Company (Sibneft), Russia's
  fifth-largest oil producer, in the US$13.1 billion sale of a 72 percent stake in
  Sibneft to OAO Gazprom;

• Goldman Sachs, Morgan Stanley and Rothschild in connection with the €48 bil-
  lion (US$60 billion) hostile takeover launched by Sanofi-Synthélabo, a French
  pharmaceutical laboratory, for its rival Aventis and the subsequent agreement of
  the two companies to merge following a substantially improved offer by Sanofi,
  valuing Aventis at €55 billion (US$65 billion);

•, SGPS, S.A. in its €11.1 billion (US$13.25 billion) unsolicited offer
  to acquire Portugal Telecom, SGPS, S.A., a global telecommunications opera-
  tor with fixed, mobile, multimedia, data and corporate solutions; and

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• Three Delta, the strategic adviser to Delta (Two) Limited, an investment entity con-
  trolled by the Qatar Investment Authority, in its offer to acquire J Sainsbury plc.

Private Equity
Skadden advises private equity firms on the structuring and execution of large,
cross-border and domestic private equity transactions, including the purchase and
sale of portfolio companies. The firm combines leading transactional experience
with sophisticated financing and tax techniques in relation to a range of matters,
including leveraged buyouts, management buyouts and recapitalisations.
The London office of Skadden handles a wide variety of private equity matters.
For example, we have recently represented, among others:

• Caledonia Investments plc (an investment trust company in the United
  Kingdom) in TGE Holding GmbH's (a special purpose entity owned by
  Caledonia Investments and Tractebel Gas Engineering's existing management)
  management buyout of Tractebel Ingenieur GmbH, Tractebel Gas Engineering
  GmbH (a provider of storage and transportation of ethylene, liquefied petrole-
  um gas and chemical products on ships) and Tractebel Marine Engineering
  GmbH from Tractebel Engineering;

• Castle Harlan, a New York based private equity house, in its £293 million acquisi-
  tion by Castle Harlan Partners IV LP of Polypipe Building Products Limited, a lead-
  ing plastic pipe and building service products manufacturer, from IMI plc, the U.K.-
  listed engineering group; and in its subsequent disposal of the Polypipe group;

• Chicago Beta Limited (an affiliate of United Kingdom-based private equity firm
  Doughty Hanson & Co) in connection with the financial restructuring of 20:20
  Mobile Group Limited (a distributor of mobile handsets and accessories in the
  United Kingdom), which involved the write-down and capitalization of 20:20
  Mobile Group's existing debt and the injection of new capital into the company;

• Doughty Hanson & Co., a private equity firm in the United Kingdom, in the
  US$2.8 billion joint acquisition with private equity firm Providence Equity
  Partners Inc. of The Caudwell Group (United Kingdom), a wireless telephone
  distributor and retailer;

• Doughty Hanson & Co. in its €1.55 billion sale of German Moeller Group to
  Ohio-based industrial manufacturer, Eaton Corporation. The Moeller Group is
  a supplier of components for commercial and residential building applications.
  Skadden also advised Doughty Hanson & Co. in its initial acquisition of The
  Moeller Group for €1.1 billion in 2005 from Advent International;

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• Doughty Hanson & Co. in its acquisition of 60 percent of TMF Holdings from
  Silverfleet (formerly PPM Ventures), implying a value of €750 million for the
  whole of the company. TMF is a Dutch company involved in the provision of
  trust and accounting services;

• Doughty Hanson & Co. in its €448 million acquisition of 100 percent of
  Svendborg Brakes A/S. Svendborg, a Danish company, is a leading provider of
  brake systems for the global wind power industry;

• Fortress Investment Group LLC, a private equity, real estate investment, invest-
  ment and asset management firm, in its proposed, but terminated, US$650 mil-
  lion acquisition via a leveraged buyout of Telent plc (United Kingdom), a
  provider of network installation, construction and maintenance for telecommu-
  nications companies;

• JLL Partners Inc., a private equity firm, in its US$856 million leveraged buy-
  out of McKechnie Aerospace Ltd., a manufacturer of components for aero-
  space and defence equipment in the U.K., from Melrose plc (UK), a publicly
  owned investment management firm;

• Lion Capital LLP, the private equity house, in its leveraged acquisition of OAO
  Nidan Soki, the Russian juice producer for US$420 million;

• Neochimiki LV Lavrentiadis SA, a Greek chemicals distribution business, in its
  acquisition by The Carlyle Group in a deal valued at €749 million, in one of
  the first Greek mandatory takeover offers under the Takeover Directive;

• News Corporation in partnership with Permira Advisers Ltd., a private equity
  firm in the United Kingdom, in their US$3.6 billion going-private acquisition
  of NDS Group plc, a provider of digital technology and services to pay servic-
  es operators in the United Kingdom;

• The Vita Group, a portfolio company of TPG, in its successful restructuring by
  means of a debt-for-equity swap that was implemented via a scheme of
  arrangement under Part 26 of the Companies Act 2006 between a Luxembourg
  intermediate holding company within the Vita Group and the Vita Group's sen-
  ior and mezzanine lenders;

• Three Delta LLP, the strategic adviser to Delta (Two) Limited (an investment
  entity ultimately controlled by the Qatar Investment Authority), in relation to
  its consideration of a possible offer for United Kingdom-based J Sainsbury plc,
  an owner and operator of supermarkets and convenience stores, and in its
  acquisition of a strategic stake in J Sainsbury plc; and

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• Three Delta LLP in its £1.4 billion acquisition of Four Seasons Healthcare
  from Allianz Capital Partners GmbH.

Capital Markets
Skadden provides legal advice to corporate, governmental and investment banking
clients on a variety of corporate finance transactions, including initial public
offerings, high-yield financings and other global equity and debt offerings. Our
attorneys have played a key role assisting investment banks and others in develop-
ing hybrid securities and structuring financing transactions, including the first
U.S. auction-preference share issuance by a non-U.S. issuer and the first U.S.
hybrid Tier 1 securities issued by Italian and German banks.

Among the clients that the London office has recently represented are:

• Airtricity in the US$320 million private placement to existing shareholders and
  to the funds managed by Ecofin Ltd. (an investment advisory firm in the
  United Kingdom) and in the US$77 million supplemental private placement to
  existing shareholders and new investors;

• Angara Mining plc in its offering of US$50.1 million in 7.0% convertible bonds.
  Angara Mining is a holding company that owns several gold mines located in Russia;

• acting Chiomenti Studio Legale, represented the issuer ANSALDO STS S.p.A.
  and sole and selling shareholder Finmeccanica S.p.A. in an initial public offering
  of ordinary shares valued at €468 million (US$561.6 million). The transaction
  represents a sale by Finmeccanica S.p.A., Italy’s largest aerospace and defense
  company, of 60 percent of the shares of ANSALDO, a world leader in the rail-
  ways and mass transit signaling sector and a European leader in the railways and
  mass transit transport systems sector. The transaction included a listing on the
  Italian Stock Exchange and an offering to QIBs in reliance on Rule 144A;

• Capgemini S.A., a provider of information technology, systems integration,
  software development, outsourcing, and management consulting and services,
  in its US$676 million offering of 11 million new shares. The transaction
  includes a public retail offering in France and a Regulation S component;

• Bank of Moscow in the offering of RUR5 billion 7.25% secured fixed rate notes
  due 2009. The notes were issued by Dali Capital PLC and listed on the Irish
  Stock Exchange. The proceeds of the offering were used for purchasing a sub-
  participation in a loan to be made by Barclays Bank PLC to Bank of Moscow;

• as sole international counsel and underwriters’ counsel in connection with The
  Federal Bank Limited’s US$79.4 million offering of Global Depositary Receipts.

London Office
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   The offering was made under Rule 144A and Regulation S and the GDRs were
   listed on the Professional Securities Market of the London Stock Exchange;

• Impress Holdings B.V. in its private offering of €750 million equivalent princi-
  pal amount of Euro Senior Secured Floating Rate Notes and US Dollar Senior
  Secured Floating Rate Notes, and €250 million of Senior Subordinated Notes;

• Morgan Stanley & Co International Limited in a US$60 million offering of
  zero coupon convertible bonds due 2011, convertible into ordinary shares, by
  Jain Irrigation Systems Limited;

• Joint Stock Commercial Bank - Bank of Moscow in its US$500 million offer-
  ing of 7.335% loan participation notes due 2013, in one of the largest corporate
  debt issuances by a Russian issuer to date. This is the fourth offering of loan
  participation notes by the Bank of Moscow on which Skadden has advised, the
  third to include a Rule 144A component and the second to be admitted to trad-
  ing on the London Stock Exchange;

• Citigroup and Kotak Capital as underwriters of a US$100 million offering of
  GDRs by Kotak Mahindra Bank Limited. The GDRs, which were offered
  under Rule 144A/Regulation S, are listed on the Euro MTF market of the
  Luxembourg Stock Exchange;

• Credit Suisse Securities (Europe) Limited and UBS Investment Bank as joint
  lead managers and Barclays Capital, Citigroup Global Markets Limited and J.P.
  Morgan Securities Ltd. as co-lead managers in a £200 million Regulation S
  offering of 6.369% preferred securities (which were listed on the Luxembourg
  Stock Exchange) by Mellon Capital III, a special purpose entity created by
  Mellon Financial Corporation;

• The Ministry of Finance of the Government of the Arab Republic of Egypt in con-
  nection with its issuance of US$1.25 billion of 4.45% Guaranteed Notes due 2015;

• Merrill Lynch, Barclays Bank Plc and J.P. Morgan Securities Ltd as Joint-Lead
  Managers of a £375 million offering of Tier 1 Preferred Securities guaranteed
  by the National Bank of Greece;

• Citigroup, Credit Suisse, and Goldman Sachs as joint global coordinators and
  bookrunners of the €3 billion rights offering by the National Bank of Greece;

• OAO Gazprom in connection with the liberalization program for its shares.
  The liberalization included the removal of all previously existing restrictions on
  foreign investments in Gazprom and required amendments to several Russian

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   laws and regulations. It also involved the conversion of the existing restricted
   Regulation S depositary receipt facility of Gazprom’s shares, covering 4.8 per-
   cent of the outstanding shares, into the new Level I depositary receipt program,
   which will cover up to 35 percent of the outstanding shares of Gazprom;

• Credit Suisse, Deutsche UFG, Troika Dialog, Merrill Lynch and Alfa-Bank in
  the largest Regulation S offering of a Russian company. The offering com-
  prised primary shares of JSC “OGK-5” representing approximately 14.4 per-
  cent of the company’s share capital on a fully diluted basis;

• as deal counsel, representing Morgan Stanley and The Egyptian General
  Petroleum Corporation (EGPC), the state-owned Egyptian petroleum company,
  in a US$378 million financing. Petroleum Export II Limited has issued
  US$228 million in 6.34% class A-1 notes due 2011 and US$150 million in
  class A-2 floating rate notes due 2011;

• Pipe Holdings 1 PLC in connection with a £65 million offering of floating rate
  senior secured PIK notes due 2016. Pipe Holdings 1 PLC is the holding com-
  pany for United Kingdom-based Polypipe Building Products Ltd., a supplier of
  plastic pipe systems;

• Citigroup Global Markets Limited and Credit Suisse Securities (Europe)
  Limited as underwriters, as well as a syndicate of commercial banks, in con-
  nection with their participation in a US$1.2 billion financing for Qatar
  Petroleum (“QP”). The financing included an issuance of US$650 million of
  QP’s 5.579% notes due 2011 and a US$550 million five-year term loan facility
  provided by the syndicate of commercial banks;

• OJSC “Raspadskaya,” the second largest coking coal producer in Russia, in its
  US$316 million initial public offering of ordinary shares and concurrent listing
  on the Russian Trading System stock exchange and Moscow Interbank
  Currency Exchange. This transaction represents the first initial public offering
  of a Russian coal company;

• RAZGULAY Group OJSC (Russia), a grain and sugar processor and a rice
  producer, with the U.K. and U.S. aspects of its US$144 million initial public
  offering of ordinary shares;

• Renaissance Capital as lead manager in an approximately US$247million ini-
  tial public offering of ordinary shares of open joint stock company Cherkizovo
  Group, a leading meat and poultry producer in the Russian Federation;

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• Citigroup Global Markets Inc., Lehman Brothers International (Europe) and
  Merrill Lynch International as lead underwriters in a US$2 billion offering of
  5.375% global notes due 2017 by the Republic of Italy. This offering raises the
  total proceeds from the 34 issuances on which Skadden has worked with the
  Republic of Italy since 1999 to approximately US$62.9 billion, denominated in
  U.S. dollars, Australian dollars, euro and yen;

• Morgan Stanley Securities Limited as broker, bookrunner and lead manager
  and KPMG Corporate Finance as nominated advisor under the AIM Rules in a
  US$610 million initial public offering of RGI International Ltd;

• the joint global coordinators and joint bookrunners, UBS Investment Bank and
  Merrill Lynch International, in connection with the CHF97 million (approxi-
  mately US$74 million) initial public offering of shares of Speedel Holding
  Ltd., a Switzerland-based biopharmaceutical company. The transaction includ-
  ed an offering to QIBs in reliance on Rule 144A;

• Morgan Stanley & Co. International Limited as global coordinator and repre-
  sentative of the several underwriters of Trader Media East Limited’s US$565
  million initial public offering and listing on the London Stock Exchange of
  shares in the form of Global Depositary Receipts. Trader Media East Limited
  is the leading provider of print and online classified advertising in the Russian,
  CIS and Eastern European regions;

• UBS Limited and UBS Securities LLC as dealer-managers in the first-ever
  exchange offer of debt securities by a Russian company. Approximately
  US$234 million in 8.25% loan participation notes due 2016 were issued in
  exchange for the validly tendered and accepted 10% loan participation notes
  due 2009, which were issued in June and July 2004 by Vimpel-Communications;

• Unitech Corporate Parks Plc in its AIM listing;

• Wendel Investissement in the initial public offering of Legrand and the related
  renegotiation of agreements among Legrand shareholders, three years after
  advising on Legrand’s LBO and subsequent delisting. Legrand, a leading
  France-based electrical installations group, was acquired in 2002 by a consor-
  tium of investors led by Wendel and KKR; and

• UBS AG and ICICI Securities Limited in a US$50 million offering of zero
  coupon convertible bonds due 2011, convertible into ordinary shares, by 3i
  Infotech Limited, an India-based provider of information technology products
  and services.

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Page 9
The English banking group comprises experienced finance lawyers familiar with
all aspects of leveraged and project finance. The group is regularly engaged in the
development of new financing techniques as well as more traditional approaches.
This ability to mix the new with the old is particularly useful where, as is often
the case, a bespoke rather than standard solution is required by our clients.

Our London banking group has recently represented:

• Ashtead Group plc and its subsidiary Sunbelt Rentals, Inc. in Sunbelt’s US$1.1
  billion acquisition of NationsRent Companies, Inc.;

• The Berkeley Group Holdings plc, a real estate developer, in its US$360 mil-
  lion acquisition of the outstanding 50 percent stake of St. James Group Ltd., a
  construction company, that Berkeley Group did not already own from its joint
  venture partner RWE Thames Water, a water and waste management company.
  All three companies are located in the United Kingdom;

• Doughty Hanson & Co in its acquisition of Grupo Avanza SA;

• Doughty Hanson & Co in its acquisition of KP1, the French industrial group,
  for an undisclosed sum. KP1, which is headquartered in Avignon, is France’s
  market-leading manufacturer of high-performance prefabricated and pre-
  stressed concrete products, focusing on floors and structural systems for the
  building industry. Its products include floor beams and pre-slabs for the resi-
  dential and commercial building markets. KP1 is expected to generate rev-
  enues of €310 million in 2006;

• Doughty Hanson & Co in its acquisition of Zobele Holding S.p.A. (Italy), a man-
  ufacturer of air fresheners, insecticides, pet care products and cleaning supplies;

• Doughty Hanson & Co in its US$339 million leveraged buyout of CanWest
  Granada Media Holdings Limited, an operator of the TV3 Ireland television
  network, and CanWest Ireland Sales Limited;

• Impress Holdings B.V. in its private offering of €750 million equivalent princi-
  pal amount of Euro Senior Secured Floating Rate Notes and US Dollar Senior
  Secured Floating Rate Notes, and €250 million of Senior Subordinated Notes;

• Pipe Holdings 1 PLC in connection with a £65 million offering of floating rate
  senior secured PIK notes due 2016. Pipe Holdings 1 PLC is the holding com-

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Page 10
   pany for United Kingdom-based Polypipe Building Products Ltd., a supplier of
   plastic pipe systems;

• Smithfield Foods and Oaktree Capital on the financing aspects of their acquisi-
  tion of the Sara Lee European Meats business;

• Three Delta LLP in its £1.4 billion acquisition of Four Seasons Healthcare from
  Allianz Capital Partners GmbH. The transaction will be financed through a com-
  bination of third-party bank debt and equity funds managed by Three Delta; and

• UCB S.A., a biopharmaceutical company, in its US$5.6 billion acquisition via
  a tender offer of Schwarz Pharma AG, a pharmaceutical company.

Through a combination of the firm's tax lawyers resident in London, Frankfurt
and Paris, and carefully chosen strategic alliances and contacts throughout
Europe, Skadden offers tax advice across the range of corporate, funds and
financing transactions. In addition to providing tax advice within particular juris-
dictions, its lawyers have considerable experience in strategic tax planning and tax
implementation issues associated with multijurisdictional, cross-border transac-
tions. Skadden was named “U.S. Tax Firm of the Year in Europe” at International
Tax Review's European Tax Awards 2008.

The London office of Skadden handles a wide variety of tax matters. For exam-
ple, we recently have advised, among others:

• BlackRock, Inc. in its proposed US$13.5 billion acquisition of Barclays Global
  Investors (United Kingdom) from Barclays Bank PLC (United Kingdom). The
  transaction created an independent asset management firm, operating under the
  name BlackRock Global Investors, with combined assets under management of
  over US$2.7 trillion;

• Deutsche Bank AG (Germany) in its acquisition of the Global Agency
  Securities Lending business of Dresdner Bank AG (Germany) from
  Commerzbank AG (Germany);

• hedge fund group Och-Ziff in its cornerstoning of new European real estate
  investment group Max Property, listed on UK AIM;

• The NASDAQ Stock Market, Inc. in its US$1.5 billion acquisition of 30.5 per-
  cent of the London Stock Exchange (LSE) Group plc and in NASDAQ's subse-
  quent stake realisation and US$3.7 billion acquisition of OMX Group, the
  Nordic exchange operator;

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• Credit Suisse Securities (Europe) Limited, Deutsche Bank AG, London Branch
  and JPMorgan Cazenove Limited as underwriters in a £701 million placement
  of ordinary shares by Barclays PLC (United Kingdom). The proceeds were
  used to fund Barclays purchase of the North American investment banking and
  capital markets businesses of Lehman Brothers Holdings;

• Her Majesty's Treasury in the revision of certain U.K. tax reform proposals in order
  to make the tax reform less onerous for U.S. citizens living in the U.K. who are
  also taxed in the U.S. Skadden's 20-page memorandum to the Treasury, outlining
  the analysis and conclusions of the revisions was made public in March 2008;

• Signet Group plc, a jewellery retailer, on the tax aspects of its undertaking of
  inter-related proposals whereby the primary listing of the parent company of
  the Signet Group were moved from the LSE to the NYSE and, in parallel, the
  domicile of the parent company of the Group moved to Bermuda;

• the lead arrangers in respect of a US$1.8 billion asset-backed financing for the
  global operations of the Novelis Group. The deal involved multiple jurisdictions,
  including the U.S., Canada, England, Ireland, France, Switzerland and Germany;

• IAC/InterActiveCorp, an owner of Internet shopping Web sites, in its US$113
  million sale of Match.Com International, Limited (U.K.), the European opera-
  tions of LLC, an online dating Web site, to Meetic SA (France), a
  provider of online dating services. IAC received a 27 percent stake in Meetic
  and a deferred payment of €5.3 million;

• Daimler AG, the world's largest truck manufacturer, in its acquisition of 10 per-
  cent of the share capital of Kamaz Incorporated from Troika Dialog, the lead-
  ing investment company in Russia and the CIS. Kamaz is Russia's major
  heavy-duty truck manufacturer;

• Christofferson, Robb & Co (CRC) in the sale of Thanet Offshore Wind Limited
  by CRC Energy Jersey 1 Limited to Vattenfall Vindkraft AB. Skadden gave
  advice on the U.K. tax consequences of the sale and on the tax-related elements
  of the transaction documentation;

• EFG-Hermes, the biggest publicly traded Gulf investment bank, in its acquisi-
  tion of a 9.06 percent stake in British stockbroker Panmure Gordon;

• News Corporation in partnership with Permira Advisers Ltd., a private equity
  firm in the United Kingdom, in their US$3.6 billion going-private acquisition of
  NDS Group plc, a provider of digital technology and services to pay services
  operators in the United Kingdom;

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• Gazit-Globe Ltd, a multinational real estate investment company listed on the
  Tel Aviv Stock Exchange, and CPI Capital Partners Europe LP, a real estate fund
  advised by Citi Property Investors, in their €500 million investment in Atrium
  European Real Estate Limited and the associated management reorganisation;

• BHP Billiton Finance (USA) Ltd. in its US$2.25 billion SEC-registered shelf
  offering of notes in three tranches;

• Fortress Investment Group LLC, a global alternative asset management firm, in
  its £162 million going-private acquisition of Alea Group Holdings (Bermuda)
  Ltd., a provider of insurance and reinsurance services;

• BTG in its formation by former executives of UBS, with operations in São
  Paulo, New York, London and Hong Kong;

• Two Sigma on a variety of permanent establishment and algorhythmic trading-
  related matters;

• Asset Management Finance on a transaction to acquire stakes in six U.S. and
  U.K. alternative investment managers;

• Barclays in an operation to set up a new structured debt securities fund man-
  agement group based in New York and London; and

• Lamda Capital in its initial transactions, and in its establishment in the U.K.,
  including Jersey in the Channel Islands, as well as in Greece, Bulgaria and Cyprus.

Tax Controversy
The U.K. tax controversy practice of combines the skills of experienced U.K.
qualified tax practitioners, arbitration and litigation lawyers. The group provides
its clients with technical and tactical advice to ensure that its tax disputes are
resolved as effectively as possible through negotiation, expert determination or a
hearing before the commissioners, tribunals or the courts.

The group is part of an international network and works closely with the firm’s
U.S. Tax Controversy practice, which includes practitioners that have served in the
highest federal tax policy and administrative positions including as commissioner
of the IRS, assistant secretary for tax policy at the U.S. Department of Treasury
and chief counsel for the IRS. The group also works with tax controversy practi-
tioners in its offices in Germany and France and with Paris-based partner Philippe
Derouin, a recognised leader in this field.

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The group helps clients in a range of tax-related disputes, including:

• Disputes with tax authorities. The group has assisted its clients in resolving such
  disputes with HMRC, the IRS and other taxing authorities, both domestically and
  in a cross border context.

• Tax disputes between taxpayers. The complexity of tax law and the need to
  restructure prior to transactions inevitably leads to unwelcome and unexpected
  tax liabilities, which in turn requires a careful analysis of the transaction docu-
  mentation to determine the correct risk allocation. The group assists its clients
  in reaching a view on responsibility for such tax and negotiating with counter-
  parties and where necessary, taking appropriate action to enforce their rights.

• Competent authority issues. The application of double tax treaties and issues
  such as transfer pricing give rise to potential conflicts between tax authorities in
  different jurisdictions. The group has worked with competent authorities in the
  United Kingdom, the United States and other taxing jurisdictions to assist in
  resolving client issues that reach this level.

Members of the group have extensive experience taking cases before both the
commissioners and the courts. Recently, the group has:

• successfully acted for major oil and energy companies in a dispute with coun-
  terparties on the application of the terms of a transaction document to tax mat-
  ters, which was resolved by expert determination;

• acted in OJSC Oil Company Yugraneft v Abramovich, Millhouse Capital UK
  Limited and Another, which is a landmark case where the court held that firm
  client Roman Abramovich was neither resident nor domiciled in the U.K. for
  the purposes of Section 41 of the Civil Jurisdictions and Judgments Act 1982
  although the judgment had wider implications for taxpayers concerned with tax
  residence and domicile issues;

• acted for a major listed company in a cross-border dispute involving mismatch-
  es in tax treatment across international boundaries;

• provided technical advice on the application of U.K tax law principles to the
  High Court of Trinidad and Tobago in the case of Tractabel Trinidad LNG SA v
  Board of Inland Revenue; and

• represented a client in resolving the tax position on a cross-border VAT carousel
  fraud and dealing with the resulting liabilities under contractual documents.

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Energy and Project Finance
Centred in London and drawing on the experience of the firm’s energy, corporate,
banking and tax groups, the European energy practice provides comprehensive
assistance on complex energy transactions. We represent clients in a broad array
of energy matters, including petroleum exploration; production and infrastructure
investments; utility and petro-chemical sector privatisations; large-scale power
plant, pipeline and refinery developments; mergers, acquisitions and corporate
financings involving energy companies; and non- or limited-recourse financings
for capital-intensive energy projects.

The London office works with a number of other Skadden offices on transactions
involving the structuring and financing of energy and infrastructure projects. The
London office has represented:

• The AES Corporation in the approximately US$57 million sale of AES Indian
  Queens Power Limited, a power plant in the United Kingdom, to International
  Power IQ Limited, a subsidiary of International Power plc (United Kingdom).
  Both AES and International Power are independent power generators and
  developers of power plants;

• Christofferson, Robb & Company, LLC, a private equity firm, in the approxi-
  mately US$721 million sale of the 436-megawatt Levanto electric generating
  wind farm portfolio (a group of 39 wind farms) to International Power plc
  (United Kingdom), a power generator;

• Genting Power China Limited (Genting), a subsidiary of Genting Berhard, a
  leading Malaysian investment holding company and owner of power generation
  plants, paper and packaging companies, oil and gas assets and real estate, in
  the acquisition of the remaining 73.8 percent stake in the MeizhouWan power
  project that Genting did not yet own;

• Manila North Tollways Corporation (the Philippines) in the US$210 refinanc-
  ing of its existing project debt for the construction and rehabilitation of the
  North Luzon Expressway in the Philippines. This involved a fixed-rate notes
  issuance, as well as five bank loans from 23 participating lenders consisting of
  multilateral financial institutions, international banks, local trust groups and
  insurance companies;

• Maritza East III Power Company AD in the refinancing of its ECA backed
  project finance credit facilities for the refurbishment of its 840 MW lignite-
  fired power station in Bulgaria;

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• Prisma Energy International Inc., an energy holding company, in its approximately
  $2.9 billion sale to Ashmore Energy International Limited (Cayman Islands) (a
  portfolio company of Ashmore Investment Management Ltd., a private equity firm
  in the United Kingdom) by Enron Corp., as well as in Prisma's related financing;

• The Vitol Group, a marketer of energy products, as co-counsel in its US$170
  million acquisition of Europoint Terminals Netherlands B.V. and Ronaco
  Holding B.V. (both companies provide oil and gas storage facilities in the
  Netherlands) from Dagenstaed Investments B.V.

International Arbitration & Litigation
Building on the reputation of its leading litigation and arbitration practice in the U.S.,
Skadden has established a significant litigation and international arbitration team in
Europe. The European litigation and arbitration practice has its headquarters in our
London office and works closely with arbitration experts in Skadden's offices across
the world. The European arbitration practice comprises English solicitors, solicitor-
advocates, members of the Brussels bar and Austrian-qualified lawyers.

Our European practice specialises in complex cross-border disputes. Our lawyers are
experienced in cases involving different systems of law, including international law.
Recent contentious work conducted by our team in London has concerned disputes
under French, English, Finnish, Swedish, German, Italian, New York, Delaware,
California, Philippine, Georgian, Russian and Israeli laws, among others.

Our arbitration lawyers are able to handle the full range of arbitration advice, includ-
ing appointing and challenging arbitrators, resolving jurisdiction issues, drafting arbi-
tration agreements, pleading complex cases, liaising with arbitral institutions, under-
taking advocacy at hearings and enforcing arbitration awards throughout the world.

Our practice is to use small, focused teams of lawyers for each case and provide a
streamlined and cost-efficient service. Unlike many English firms, we do not need
to hire external barristers to act as advocates in international arbitration as we have
the relevant experience within our arbitration practice. We also have solicitor-advo-
cates with right of audience before the High Court of England and Wales. We have
extensive experience in devising strategies for dealing with the complex jurisdiction-
al and practical difficulties that can arise with parallel or related arbitrations and liti-
gation, particularly where state parties are involved. We often work as co-counsel
with other European firms and advisers, providing strategic advice, where required.

The scope of our practice is broad. We act for sovereign states, banks, multina-
tional companies and major institutions in the commercial, telecommunications,
engineering, energy and financial services fields. We undertake multijurisdiction-

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al litigation and international arbitrations, including arbitrations under bilateral
investment treaties, the ICC, LCIA, ICSID and UNCITRAL rules, and under the
auspices of the other major international arbitral institutions.

Corporate Restructuring
Skadden represents buyers and sellers, borrowers and lenders, debtors and credi-
tors, and financial advisors in the United States and Europe in a variety of interna-
tional transactions involving financially troubled companies. These transactions
include mergers, asset and stock sales, public and private debt and equity financ-
ings, and various types of corporate restructurings and business reorganisations.
These cross-border transactions include both out-of-court and judicial restructur-
ings. Our lawyers have participated in many of the most complex restructuring
proceedings and transactions of the last decade and have been instrumental in the
development of sophisticated, innovative strategies that also draw on the firm’s rich
background in mergers, acquisitions and corporate financing transactions. The
firm also provides advice on insolvency and bankruptcy issues in corporate trans-
actions and in connection with litigation-related matters. In 2008 the London team
won both Insolvency Legal Firm of the Year and International Insolvency &
Rescue Firm of the Year at the annual Credit Today Insolvency and Rescue Awards.

European Union and International Competition
Skadden’s European Union (EU) and international competition practice includes four prin-
cipal practice areas under EU and other non-U.S. antitrust laws: merger control, cartels,
abuses of dominant positions and other antitrust issues (e.g., vertical licensing/distribution
arrangements and state aid issues). We offer multinational clients highly integrated, proac-
tive and cost-effective legal strategies that are customised to deal with the increasingly
sophisticated and closely coordinated enforcement actions adopted by European and other
non-U.S. antitrust authorities in both transactional and non-transactional matters. EU and
international competition matters are primarily handled by the Brussels office.

Corporate Investigations
Skadden's London-based Corporate Investigations practice provides wide ranging
advice and representation to corporations and individuals involved in cross-border
regulatory investigations and disputes. The practice combines an on-the-ground pres-
ence in Europe with Skadden, Arps’ deep experience in government investigations,
enforcement actions and internal investigations. The firm defends corporations, direc-
tors, officers and employees against allegations in various business contexts and at
every stage of the investigation and enforcement process. We have resolved a number
of complex parallel proceedings involving criminal, civil and administrative compo-
nents in multiple jurisdictions, in a wide variety of subject areas, including:

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                                               •   antitrust/competition
                                               •   bribery, corruption and the U.S. Foreign Corrupt Practices Act
                                               •   environmental violations and regulatory compliance
                                               •   employee fraud
                                               •   financial institution fraud
                                               •   government contracting/procurement fraud and tender processes
                                               •   health care fraud and abuse
                                               •   money laundering and bank secrecy
                                               •   trade sanctions and export controls
                                               •   securities fraud
                                               •   Serious Fraud Office and Financial Services Authority investigations
                                               •   tax offenses

                                               Skadden, Arps also is retained frequently by corporate boards and board committees
                                               to conduct internal investigations into possible irregularities, including allegations of
                                               accounting and other improprieties raised by government enforcement agencies or
                                               whistleblowers. By conducting a prompt and thorough internal investigation, prefer-
                                               ably before government intervention, or else prior to completion of the government's
                                               investigation, clients are better positioned to obtain a favorable outcome, including
                                               the possibility that the authorities decline to pursue the matter.
...... . . . . . . . . . . . . . . . . . . .
                                               The firm regularly provides guidance on corporate issues, and advises clients regard-
                                               ing the establishment and implementation of business ethics compliance programs.
                                               We frequently provide counsel with respect to specific compliance concerns, includ-
LOS ANGELES                                    ing those related to anti-corruption/Foreign Corrupt Practices Act issues, anti-money
PALO ALTO                                      laundering issues, and trade sanctions and export control issues.
WASHINGTON, D.C.                               Accounting
WILMINGTON                                     Skadden has worked with clients in or involved with the accounting and auditing
                                               profession for more than 25 years. We have an intimate understanding of the chal-
                                               lenges accounting firms and individual accountants face from sea changes in the
                                               economy and the litigation that often follows, to flashpoints in certain sectors that
LONDON                                         may adversely affect their clients. Our accounting practice has provided integrated
MOSCOW                                         legal services relating to litigation and investigations, regulatory and compliance
MUNICH                                         issues, global structuring, acquisitions and divestitures, financing, tax and general
PARIS                                          commercial matters to Deloitte LLP, Ernst & Young LLP, KPMG LLP and
                                               PricewaterhouseCoopers LLP, as well as midsize accounting firms.
...... . . . . . . . . . . . . . . . . . . .

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