WFW IN GERMANY

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Watson Farley & Williams

OUR OFFICES IN GERMANY Watson Farley & Williams began operating in Germany in 2005 after opening our office in Hamburg. Offices Munich and Frankfurt soon followed. Today our team consists of almost 80 lawyers and tax consultants delivering high quality services both in the domestic market and cross-border.

the energy sector and employment law matters. Frankfurt Originally opened in 2013 as the hub of our regulatory and public law expertise, our office in Frankfurt now also offers first class advice in corporate and M&A matters as well as banking and finance law. The lawyers here have considerable experience in providing integrated services to the real estate, energy, infrastructure, private equity and transportation (including maritime) sectors.

From our offices in Germany, our team of experienced and practical advisers delivers specialist services in asset and project finance, corporate and commercial law, employment law and regulatory and public law, as well as tax advice and advice in relation to general banking and capital markets matters. Providing pragmatic and effective solutions – often to clients operating under challenging circumstances – we work with banks, private equity houses, funds, investors, project developers, asset owners/operators and a variety of domestic and international corporates.

We work as an integrated firm with transaction focussed teams across our German offices. Hamburg Renowned for its strong market presence in the maritime, energy and real estate sectors, our Hamburg office provides premium finance, corporate, tax, regulatory and employment law services. Munich Opened in 2008, our lawyers and tax advisers quickly established our Munich office as a market leader in the private equity sector. The team also has significant experience in the general corporate and M&A business,

“SOURCES SAY: ‘[WFW] IS SUPER-ORGANISED. I ALWAYS HAVE THE FEELING I GET THE BEST LAWYERS FOR THE PROJECT, REGARDLESS OF THE OFFICE’.” CHAMBERS EUROPE 2014

WFW IN GERMANY

SELECTED EXPERIENCE GERMANY

COMPLEX PORTFOLIO TRANSFER

Advising HSH Nordbank AG on its innovative venture with the Navios Group to transfer 10 distressed vessels out of HSH’s non-core portfolio. The fleet comprised five medium and large range product tankers and five panamax or sub-panamax container vessels, with an average age of six years and a market value in the region of US$218m.

“CLIENTS PRAISE THE ‘INTERNATIONAL COVERAGE OF THE RELEVANT JURISDICATIONS AND STRONG PERSONAL RELATIONSHIPS’.” JUVE HANDBUCH 2014/15

EMPLOYMENT LAW FOR €2.37BN RESIDENTIAL PORTFOLIO ACQUISITION

Advising Deutsche Annington Immobilien SE on the employment law aspects of the acquisition of approximately 11,500 residential units managed by DeWAG, the integration of around 30,000 residential units owned by Vitus group and the internal restructuring of Deutsche Annington group.

TANK & RAST GROUP REFINANCING

Advising the Tank & Rast group, a leading provider of German autobahn service stations, on their refinancing. The refinancing consists of a Senior Facility, Senior Second Lien High Yield bond and a PIK facility.

HIGH-PROFILE NEW CITY DEVELOPMENT

Advising UNIBAIL-RODAMCO SE and its German subsidiary mfi management für immobilien AG relating to the urban planning and acquisition of land covering a total of 228,000m2 in Überseequartier in HafenCity in Hamburg.

PNE STRATEGIC ACQUISITION

Advising PNE WIND AG on the acquisition of approximately 83% of shares in WKN AG from Volker Friedrichsen and Siemens Project Ventures GmbH. The acquisition of WKN, a developer specialising in international wind farms, creates supply chain synergies and increases PNE’s overall footprint in Europe.

SHIP FINANCING LOAN

Advising a syndicate of 16 international banks, with UniCredit acting as agent, in relation to a ship financing loan for Hapag-Lloyd.

ACQUISITION OF LEADING COMPANY FOR KITESURFING, STAND UP PADDLING AND WINDSURFING EQUIPMENT

Advising EMERAM Capital Partners GmbH on the €39m acquisition of Boards & More Group, the world’s leading company for kitesurfing, windsurfing and stand up paddling equipment.

€384M INVESTMENT IN 900 MW OFFSHORE GRID CONNECTION

Advising Copenhagen Infrastructure Partners in relation to its joint venture with TenneT Holding B.V. regarding the 900 MW offshore grid connection DolWin3, which will transmit wind energy from the North Sea to German customers. The investment value is €384m.

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COMPETITION AND COMPLIANCE TRAINING

Advising Hochland Deutschland GmbH in relation to competition law compliance. This included delivering compliance training to the sales and purchasing departments, advising on various purchasing and distribution agreements and consulting on matters arising in the day-to-day course of their business.

ACQUISITION OF THREE OFFSHORE PROJECTS

Advising PNE WIND AG on the acquisition of three offshore projects from BARD Engineering GmbH. The three acquired offshore projects are located in the German Exclusive Economic Zone (EEZ) in the North Sea.

€1BN PROJECT FINANCING OF OFFSHORE WIND FARM

Advising a banking consortium consisting of Nord/LB, KfW IPEX, Dexia and Societé Générale on the €1bn financing of the ʺGlobal Tech Iʺ offshore wind farm project with a total capacity of 400 MW.

ACQUISITION OF STUDENT ACCOMMODATION

Advising ImmoblienWerte Hamburg GmbH & Co. KG (IWH) on the acquisition of student apartment blocks in Darmstadt and Mainz, comprising 155 and 143 apartments respectively. Also advised on the acquisition of student apartment blocks in Hamburg, Frankfurt, Darmstadt and Mainz.

SALE FOR RIVERSIDE

Advising global private equity firm The Riverside Company on their sale of portfolio company Capol GmbH to Freudenberg Chemical Specialities, a market leader in release agents and specialty and high-performance lubricants.

ACQUISITION OF SOLAR ASSETS

Advising IKAV Global Energy S.à r.l.on all legal and tax matters in relation to the acquisition of photovoltaic assets in Italy via the purchase of QCII Basilicata S.r.l. from the insolvency administrator of Global PVQ SE (formerly Q‑Cells SE).

WIND FARM PORTFOLIO ACQUISITIONS IN FRANCE AND GERMANY Advising KGAL GmbH & Co. KG on the acquisition of seven wind park portfolios from WKN AG, juwi AG, Nordex and H2Air across Germany and France with a total capacity of approximately 200 MW.

CONTAINER DEBT FINANCE

Advising a syndicate of banks on a US$150m container debt finance for Hapag Lloyd.

“…HIGHLY RECOMMENDED …IMPRESSED THE MARKET WITH DYNAMIC GROWTH.” JUVE HANDBUCH 2013/14

CROSS-BORDER TAX STRUCTURING FOR SOLAR FARM INVESTMENT

Advising CHORUS Group, a German asset manager for renewable energy projects, on German and Italian cross-border tax advice and Italian corporate and finance assistance during their acquisition of the Ternavasso 7.8 MW solar farm in Italy which has been connected to the grid since April 2011.

€180M PROJECT FINANCING OF A SOLAR FARM

Advising HSH Nordbank on the financing of ʺproject Eggebekʺ, one of the largest solar parks in Northern Germany with a total capacity of 84 MWp.

WFW IN GERMANY

PROJECT FINANCING OF 288 MW OFFSHORE WIND FARM

Advising in relation to the project financing for WindMW GmbH regarding Meerwind Süd and Meerwind Ost offshore wind farms with a total combined capacity of 288 MW.

SALE OF 29,000 M2 MULTI-USER WAREHOUSE Advising US commercial real estate property developer Panattoni Europe on the €16m sale of a logistics centre in the Bremen Cargo Distribution Centre to the British-French investment firm AEW Europe.

Advising ConRendit Group in relation to management agreements, lease agreements, container purchase agreements and other project documents related to the container industry.

Advising the shareholders of the MEL Mikroelektronik GmbH, a leading developer of sensor and measuring systems, on the sale of the company to Wenglorsensoric GmbH.

Advising PNE WIND AG on the sale of the Calau IIA wind farm and the financing of nine onshore wind farm projects in Brandenburg and Lower Saxony with a total financing volume of €192.8m.

ACQUISITION FINANCING

Advising Joh. Berenberg, Gossler & Co. KG and KBC Deutschland AG on the financing for the acquisition of Aqua Vital Quell‑ und Mineralwasser GmbH by Halder Beteiligungsberatung GmbH.

ACQUISITION OF RESIDENTIAL PORTFOLIO

Advising TAG Immobilien AG on the acquisition of an extensive residential real estate portfolio containing approximately 2,300 residential units, effected by share deal. The purchase price is €103m.

ACQUISITION OF ONSHORE WIND FARM

Advising Allianz Capital Partners on the acquisition of an onshore wind farm with a total capacity of 24 MW from the Danish company K/S VindInvest Cottbuser See.

Advising Leobersdorfer Maschinenfabrik, a portfolio company of private equity company Equita, on a new financing agreement with pan‑European private capital fund manager Metric Capital Partners.

DRAFTING OF COMPLEX AGREEMENTS

ADVISING SHAREHOLDERS ON BUSINESS SALE

FINANCING OF NINE ONSHORE WIND FARMS

NEW FINANCING AGREEMENT

ACQUISITION OF SHARES IN 288 MW OFFSHORE WIND FARM

Advising Zurich Municipal Electric Utility, ewz, on its participation in the Butendiek offshore wind farm, with a total capacity of 288 MW.

PROJECT FINANCING OF ONE OF EUROPE’S LARGEST SOLAR FARMS

Advising on the financing of two out of three solar projects that comprise one of Europe’s largest solar farms to date which is located in Briest, Germany, with a total capacity of 91 MW.

PURCHASE OF FIRST ENERGY ASSETS

Advising Union Investment, one of Germanyʹs largest asset managers, on three onshore wind farms in Germany, France and Ireland with a total capacity of 57 MW.

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ACQUISITION OF THE E-LOGISTICS COMPANY MERCAREON

Advising The Riverside Company on the acquisition of Mercareon GmbH by the portfolio company Transporeon GmbH.

SALE OF SHIPPING PORTFOLIO

Sale of a portfolio of shipping loans in the aggregate value of €280m to Oaktree Capital Management.

€58M PROJECT FINANCING FOR FRENCH ONSHORE WIND FARM

Advising Landesbank BadenWürttemberg on the €58m project financing of the “La Chapelle” wind farm portfolio which has a total installed capacity of 34 MW and is located in the south of France.

Advising a German bank in relation to a Japanse Operating Lease of a container ship for a German owner.

NEW LAND DEVELOPMENT

Advising aurelis Asset GmbH in respect of largest new land development for residential and office buildings in Hamburg (ʺNeue Mitte Altonaʺ).

ACQUISITION OF FRENCH ONSHORE WIND FARM

Advising Swiss utility IndustrielleWerke Basel on the acquisition of the 42 MW Atrebatie wind farm project in the Pas-deCalais region of France from German project developer OSTWIND International.

JAPANESE OPERATING LEASE

“…RELIABLE, FLEXIBLE AND HAS A BROAD OVERVIEW – NOT ONLY FROM THE LEGAL PERSPECTIVE BUT ALSO FROM A COMMERCIAL POINT OF VIEW.” CHAMBERS EUROPE 2014

ACQUISITION OF SERVICED APARTMENT PROJECT DEVELOPMENT

Advising Frasers Hospitality Group on the acquisition of a 8,500m2 serviced apartments project development in Berlin from HOCHTIEF Projektentwicklung GmbH.

€157M SALE OF OFFSHORE WIND FARM PORTFOLIO

Advising PNE WIND AG on the sale of Gode Wind I to III, one of the largest offshore wind farm project portfolios in Germany, to DONG Energy Wind Power A/S.

LARGEST HOTEL DEAL IN GERMANY

Advising on the largest single hotel deal in Germany in 2013 – the €60m+ sale of an international fivestar hotel for a global brand.

WFW IN GERMANY

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OUR OFFICES Athens

Frankfurt

Madrid

Paris

6th Floor, Building B 348 Syngrou Avenue Kallithea 176-74, Athens T: +30 210 455 7300

Ulmenstraße 37-39 60325 Frankfurt am Main T: +49 69 297 291 0

C/ María de Molina, 4 28006 Madrid T: +34 91 515 6300

26 avenue des Champs-Elysées 75008 Paris T: +33 1 56 88 21 21

Hamburg

Milan

Rome

Jungfernstieg 51 20354 Hamburg T: +49 40 800 084 0

Piazza del Carmine 4 20121 Milan T: +39 02 721 7071

Piazza Navona 49 00186 Rome T: +39 06 684 0581

Hong Kong

Munich

Singapore

Units 1703-1707, One Pacific Place 88 Queensway, Hong Kong T: +852 2168 6700

Gewürzmühlstraße 11 – Courtyard 80538 Munich T: +49 89 237 086 0

6 Battery Road #28-00 Singapore 049909 T: +65 6532 5335

London

New York

15 Appold Street London EC2A 2HB T: +44 20 7814 8000

1133 Avenue of the Americas New York, New York 10036 Tel: +1 212 922 2200

Bangkok Unit 902, 9th Floor GPF Witthayu Tower B 93/1 Wireless Road Patumwan, Bangkok 10330 T: +66 2665 7800

Dubai Office 1503 Level 15, Tower 2 Al Fattan Currency House PO Box 506896 Dubai T: +971 4 278 2300

ATHENS BANGKOK DUBAI FRANKFURT HAMBURG HONG KONG LONDON MADRID MILAN MUNICH NEW YORK PARIS ROME SINGAPORE

All references to ‘Watson Farley & Williams’ and ‘the firm’ in this publication mean Watson Farley & Williams LLP and/or its affiliated undertakings. Any reference to a ‘partner’ means a member of Watson Farley & Williams LLP, or a member or partner in an affiliated undertaking, or an employee or consultant with equivalent standing and qualification. The transactions and matters referred to in this publication represent the experience of our lawyers. This publication is produced by Watson Farley & Williams. It provides a summary of the legal issues, but is not intended to give specific legal advice. The situation described may not apply to your circumstances. If you require advice or have question or comments on its subject, please speak to your usual contact at Watson Farley & Williams. This publication constitutes attorney advertising. 100-000-2544 LON KW KW 07/07/2014 © Watson Farley & Williams 2014

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