d

Global FinanceAsset-backed securities and derivatives

Collateralized loan obligations

Commercial mortgage-backed securities

Commercial real estate finance

Fund finance

Leveraged finance

Life sciences finance

Residential mortgage finance

Special situations

2

Clients turn to Dechert for practical commercial judgment across regions and requirements. We provide wide-ranging services for complex financings with a focus on sophisticated and efficient deal structuring and execution.

Our global finance team advises on corporate finance, leveraged finance, real estate finance, structured finance and

securitization matters. By tapping into the breadth of Dechert’s expertise – including tax, ERISA, investment company

matters, securities, derivatives and bank regulatory matters – we deliver comprehensive solutions for all of your

finance needs.

Attorney advertising. Prior results do not guarantee a similar outcome.

2,000+ FINANCE TRANSACTIONS IN THE PAST TWO YEARS

40+ COUNTRIES WHERE WE HAVE FINANCE EXPERIENCE

1 SEAMLESS PRACTICE

130+ FINANCE LAWYERS WORLDWIDE

3

A globally recognized leader

Named “Law Firm of the Year – Americas” in the PDI Awards for Dechert’s outstanding work on a host of transactions and financings.

PRIVATE DEBT INVESTOR 2017

Ranked nationally in the U.S. for Capital Markets: Securitization and as a leading firm in London for Securitisation.

CHAMBERS AND PARTNERS 2006-2017

Named “Best Law Firm for CLOs.”

GLOBALCAPITAL SECURITIZATION AWARDS 2014-2017

Ranked for Commercial Lending: Advice to Borrowers and Advice to Lenders and Real Estate Law in the U.S., and for Real Estate Finance and Securitisation in London.

THE LEGAL 500 2015-2017

Ranked in the U.S. for Banking and Finance Law.

IFLR1000 2017

One of only two firms in 2016 named a top 10 most innovative law firm in both Europe and North America.

FINANCIAL TIMES 2016

4

A full range of financing capabilities

Commercial mortgage-backed securities (CMBS)

Dechert’s team has been involved in the bulk of CMBS ever issued. We advise issuers, underwriters, collateral managers, IG

and B-piece investors in CMBS, CDOs/CLOs, Re-REMICs, NPLs and other alternate securitized structures involving commercial

real estate and residential mortgages.

B-piece and

investors

Conduits,

floaters and

CRE CLOs

Issuer and

underwriterRisk retention Servicing

Workout and

restructuring

Asset-backed securities and derivatives

Dechert has extensive experience advising clients on large, complex securitization and structured finance transactions across a

wide variety of asset classes and complex securitization structures.

Consumer

assetsDerivatives Esoterics Risk retention

Trade and

equipment

receivables

Warehouse,

repo and term

financing

Collateralized loan obligation (CLOs) and loan securitization

With Dechert’s broad experience we have earned a market-leading position in the representation of issuers, placement agents,

collateral managers and equity investors in CLO transactions. In addition to CLOs, we assist asset managers seeking to finance

their loan origination activity using bank leverage and securitization technology.

Arbitrage CLOsBalance sheet

CLOs

Collateralized

debt obligation

Middle-market

CLOs

Risk retention

capital

formation

5

Commercial real estate finance

Dechert is a leader in commercial real estate finance. We represent clients on the purchase and sale of commercial real estate

debt products. We also have extensive experience advising clients on the origination of the commercial real estate loans that

occur prior to purchase/sale and throughout the full life cycle of commercial real estate loans after origination.

Construction

finance

Mezzanine and

B-notes finance

Mortgage

finance

Warehouse and

repos

Fund finance

Dechert advises clients on all aspects of funds finance, including providing financial institutions, alternative lenders and asset

managers with input on debt and leverage issues at the time of fund formation and downstream structuring and transactions.

We deliver effective deal structuring and execution, drawing on a deep understanding of fund structures and the financing

options available to fund entities.

ABL, term and

structured term

facilities

Redemption

facilities

Repos/

derivatives

Subscription

finance

Subscription/

capital call

facilities

Leveraged finance

With experienced finance lawyers in the U.S., Europe, the Middle East and Asia, Dechert represents a broad spectrum of asset

managers, private equity sponsors and lenders, including banks and alternative capital providers, in a wide range of domestic

and cross-border financing transactions and debt restructurings.

Financing

to and by

alternative

capital

providers

Financing

to and by

private equity

and other

investment

funds

Private equity/

acquisition

finance

Strategics/

corporate

finance

6

A full range of financing capabilities

Residential mortgage finance

Dechert is at the forefront of residential mortgage loan acquisitions, servicing and residential mortgage-backed securities

(RMBS). Our lawyers have represented issuers, underwriters, servicers and investors in post-credit crisis RMBS transactions.

Dechert represents both buyers and sellers of pools of performing mortgage loans, non-performing mortgage loans and REO.

As counsel to mortgage servicers, Dechert advises on a wide variety of matters, including compliance with Regulation AB

requirements and the establishment of procedures necessary to comply with securitization servicing standards.

Issuer and

underwriter Mortgage loans Servicing

Structuring for

hedge fund and

private equity

investors

Warehouse and

repo financing

Life sciences finance

As part of Dechert’s market-leading life sciences industry group, our global finance lawyers advise on the full range of finance

transactions on behalf of new and established life sciences companies. We work closely with these companies to capture and

structure the capital they need to support the long development and commercialization process, ranging from early-stage

venture financings and venture debt to more innovative transactions such as royalty monetization and drug development

financing strategies used to accelerate growth and to manage balance sheet risk. We also have experience advising both

companies and lenders on a wide range of convertible, senior debt, acquisition-related and other life sciences industry

financing transactions.

Convertibles

Drug

development

financing

Royalty

monetizationsSenior debt Venture debt

7

Special situations

Dechert’s integrated, cross-practice approach to special situations allows us to provide exceptional finance, corporate, funds/

regulatory and commercial litigation advice to our distressed debt fund clients in workouts and in recovery and transactional risk

assessments.

Consensual

restructurings/

workouts

Equity

structures

Funds and

regulatory

expertise

Commercial

litigation

Debt recovery

and

transactional

risk

assessments

for trading and

arbitrage

opportunities

Additional capabilities

Bankruptcy CTL financeEquipment

financing

International

and domestic

tax

Investment

company-related

finance

Project

financing

8

CRE funds – Aberdeen

– Annaly

– Ares

– BlackRock

– Blackstone

– CommerzReal

– Ellington

– First Key

CRE issuers – A10 Capital

– Ares

– Bancorp

– Bank of America

– CCRE

– Citibank

– Resource America

CRE lenders – Barclays

– Bank of America

– Citigroup

– Goldman Sachs

– Macquarie Bank

– MetLife

– Morgan Stanley

CRE underwriters – Barclays

– Bank of America

– CCRE

– Citibank

– Credit Suisse

– Goldman Sachs

– Wells Fargo

Asset-backed lenders – Bank of America

– Barclays

– Citigroup

– Credit Suisse

– Guggenheim

– Perella Weinberg

– Rabobank

B-Piece buyers/investors – Blackstone

– CBRE

– Ellington

– Elliott Capital

– KKR

– Prima Capital

BDCs – Alcentra Capital

Corporation

– Corporate Capital Trust I and II

– Crescent Capital BDC

– FS Investment Corporation

– Goldman Sachs BDC

– Golub Capital

– PennantPark

CLO bankers and sponsors – Apollo

– Crescent Capital

– Golub Capital

– Guggenheim

– Morgan Stanley

– Octagon

Representative clients

9

Public and private funds – Alliance Bernstein

– Apollo

– Crescent Capital

– KKR Income Opportunities Fund

– Providence Equity

– TIAA

Servicers (master and special) – Berkadia

– Blackstone

– CBRE Capital Partners

– Midland

Warehouse lenders – Bank of America

– Barclays

– Citi

– Goldman Sachs

– Macquarie Bank

– Wells Fargo

Distressed debt funds – Elliott Advisors

– Rimrock Alternative Capital

– Aurelius Capital Management

– Q Investments

– Monarch Alternative Capital

– Stonehill Capital

– King Street Capital Management

Leveraged finance lenders – Ares

– Credit Suisse

– Fifth Street

– GarMark Partners

– ING

– Main Street Capital

– Prospect Capital

– Sumitomo

– THL Credit, Inc.

Life sciences companies – Celgene Corporation

– Edge Therapeutics

– Egalet

– Forward Pharma

– Johnson & Johnson

– Lysogene

– Progenics Pharmaceuticals

– Zealand Pharma

Private equity firms – Bregal Partners

– Centre Partners Management

– Court Square Capital Partners

– GIC

– Graham Partners

– Mid Europa Partners

– One Equity Partners

– Sterling Investment Partners

10

Our global finance group is the choice of market makers for innovative structures, creative financing strategies and complex transactions.

A diverse client base

Private equity

sponsors and

hedge funds

Money center

and commercial

banks

Real estate

funds

Life insurance

companies

Distressed

debt funds

Debt

funds

Life sciences

companiesREITs

Pension

vehicles

Business

development

companies

(BDCs)

Sovereign

entities

Investment

trusts (UK)

Other

alternative

capital providers

Other

permanent

capital vehicles

Advising clients around the worldAs part of a global law firm with offices throughout the United States, Europe, Asia and the Middle East, Dechert’s

global finance practice provides comprehensive services to our clients wherever they do business.

About DechertDechert is a global law firm focused on sectors with the greatest complexities and highest regulatory demands. We deliver practical commercial insight and judgment to our clients’ most important matters. Nothing stands in the way of giving clients the best of the firm’s entrepreneurial energy and seamless collaboration.

dechert.com09.07.17