Cross borders with confidence. · they need to deal with issues that don’t respect boundaries or borders. Our market-leading lawyers in every office around the world assemble and

Cross borders with confidence.

Cross borders with Freshfields.

Making high-impact business decisions in our

interconnected world has never been more

challenging.

Freshfields provides clients with the intelligence, expertise and experience they need to deal with issues that don’t respect boundaries or borders.

Our market-leading lawyers in every office around the world assemble and collaborate, at a moment’s notice, to solve the most critical issues.

While every big law firm can say it has people in the key jurisdictions, we’ve got you covered by the very best.

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Cross borders with Freshfields

Freshfields – a unique value proposition

We are unique in the US market – a team of first-chair US lawyers within the world’s best global law firm. Some claim, you might think. But the results speak for themselves.

• Since 2010 we have advised on more inbound US M&A transactions and more cross-border deals by value – over $1tn – than any other firm.

• Our antitrust practice is uniformly regarded as the world’s best. Clients turn to us for challenging deals. We are a market leader on US second request and EU phase two reviews.

• We are the market leader in arbitration, ranked as the top practice by two leading legal directories.

• Our litigators have consistently delivered extraordinary outcomes on regulatory and internal investigations and high-stakes, bet-the-company litigations.

• Our best-in-class finance and capital markets lawyers in the United States and the other major financial centers allow clients to finance with any product in any market.

• In the past three years, we’ve advised on matters in almost every country in the world.

Our lawyers in the United States, Europe, the Middle East and Asia assemble and collaborate, at a moment’s notice, to solve clients’ most critical issues wherever in the world they arise. And while Freshfields and every other big law firm can say it has people in the key jurisdictions, we’ve got you covered by the very best.

Peter Lyons US Regional Managing Partner

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Freshfields Bruckhaus Deringer US LLP

A truly global perspective.

Our clients want a law firm that can handle the most complex transactions, manage the most

challenging disputes and investigations, and devise the most flexible financing solutions.

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150+countries we’ve helped clients do business in

210+lawyers ranked in

Chambers Global 2018

+30%of our transactional work in the last year involved

client investments in high-growth markets

$1tnin cross-border deals in the past five years, more

than any other firm

So while many firms talk about having a global service, we live it,

deliver it and excel at it.

• We have 78 different nationalities working across the firm and speaking more than 70 languages.

• In the last three years, we’ve worked in more than 150 countries.

• Around a third of our revenue comes from work in countries where we don’t have an office.

• In the past five years, we’ve handled more cross-border deals by value than any other firm, many involving advice in complex, emerging markets.

• We have more than 100 “country partners” who know their jurisdictions intimately and understand how to do business there.

Our US partners have decades of top-level experience in the key disciplines for US and global organizations. We work seamlessly with our peers in Europe, the Middle East, Asia, Latin America and

Africa, delivering domestic US advice of the highest quality and tackling the most challenging cross-border issues from an unrivaled international platform.

All our lawyers know the markets as well as the law. We understand the cultural, political and economic factors at play, and the way national and international regulators operate – and cooperate.

But where needed, we complement this with our StrongerTogether relationships. We can call on lawyers working with more than 300 core firms in 200 jurisdictions.

This means each client gets a tailored team that combines our international experience with the best on-the-ground knowledge: whatever and wherever the job, clients always get the same superlative Freshfields quality.

The firm does an excellent job coordinating across their offices, finding the right team whatever the geography

and making it a seamless process for the client.


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Our services M&A | Restructuring and insolvency | Listings

Capital raising | Investments | Divestitures and carveouts Complex contracts

Transactions

An innovative, seamless service for the deals that

matter.We excel at those complex transactions

that require sophisticated US advice with a global perspective.

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Transactions

Matthew Herman Co-head of Global M&A

The firm, particularly our M&A franchise, functions on a jurisdictionally agnostic basis and is driven by a culture of innovation. This means we give clients fully integrated, value-added solutions that solve their most complex problems in a novel manner.

Mitchell Presser Head of US M&A Practice

Our US M&A partners have advised on some of the world’s biggest, most complex M&A and private equity transactions. There is no substitute for our experience and market knowledge.

But what else makes us stand out from the pack? Some of our US partners explain. ...

The firm, particularly our M&A franchise, functions on a jurisdictionally agnostic basis and is driven by a culture

of innovation.

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8

Transactions

James Douglas Head of US Finance Practice

Success in global finance requires in-depth knowledge of the US markets, perspective on global markets – and the ability to execute in every major financial center. We can pivot seamlessly between New York, London, Frankfurt and Hong Kong, allowing us to deliver the best possible solutions for our clients’ financing needs.

Valerie Ford Jacob Co-head of Global Capital Markets Practice Co-head of Financial Institutions Group

Clients look at the reputation and standing of their law firms. But they also choose their individual lawyers carefully – and we have the best.

Mark Liscio Restructuring and Insolvency

To succeed in today’s complex, competitive insolvency and restructuring arena, you need seasoned counsel with high-level experience in both bankruptcy cases and debt restructurings. Our US team has represented clients in many of the largest and most complex cases of the last several bankruptcy cycles and, as part of a market-leading global practice, can help you meet and exceed your goals.

Melissa Raciti-Knapp Co-head of Latin America Practice

Seemingly US-only matters can have international elements. Recently, I worked on two financings under New York law for projects in Mississippi and Arkansas but the lenders were European and the sponsors were Brazilian.

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Recent work

We advised Starbucks Corporation on its $7.15bn global coffee alliance

with Nestlé.

We advised BASF, a German chemical company and the largest chemical producer in the world,

on its €7.6bn acquisition of significant components of Bayer’s and Monsanto’s seed, agricultural

and chemical businesses.

We advised KLX on its $4.2bn acquisition by The Boeing Co. and the spinoff of its

energy services business.

We advised Unimin Corporation and its parent Sibelco on Unimin’s merger with

Fairmount Santrol, valued at $6bn.

We advised the HKSE-listed Global Brands Group on its $1.38bn sale of a significant part its

North American business to Differential Brands Group, a portfolio company of Tengram

Capital Partners.

We advised London Stock Exchange Group on its $685m acquisition of The Yield Book and Citi Fixed Income Indices; and on its

acquisition of Mergent.

We advised Formula One Group (F1), together with its shareholders including CVC Capital Partners, on the $8bn sale of

F1 to Liberty Media Corporation.

We advised Henderson Group on its $6bn all-stock merger of equals with Janus Capital to

form Janus Henderson Global Investors, which has assets under management of more than $320bn.

Regulation

Helping you cover every angle.

Compliance can be complex and – with the number of national and regional regulators rising –

must be navigated with care.

But rest assured, many on our US team have previously worked for regulators, so they know how to engage them in a way that helps

you comply and develop a business that’s stronger as a result.

And because we create teams from the leading practitioners across the world, we can handle the most complex regulatory issues

and craft solutions that work for your business on a global basis.

Our services Regulatory strategy | Corporate governance

Antitrust consumer protection | Merger clearance Tax | Intellectual property | Employment and pensions

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Regulation

Paul Yde Partner, Antitrust, Competition and Trade

We have three former advisers to the Federal Trade Commission plus numerous staff attorneys from both the Commission and the Department of Justice (DOJ), so we understand how these organizations work and think. This has helped us become one of the leading US firms for large-scale second request merger reviews.

Claude Stansbury Partner, Tax

Clients choose us for large, global and often transformational transactions. Our US tax lawyers join up with their colleagues to ensure that every legal, commercial and practical aspect of the matter is taken care of. With us, clients know they are in safe, experienced hands.

Clients choose us for large, global and often transformational transactions.

Partners Paul Yde and Claude Stansbury explain our approach in the antitrust and tax spheres, respectively.

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Regulation

Recent work

United Airlines regularly turns to Freshfields as its US antitrust counsel, including on its merger with Continental Airlines, creating the world’s largest airline, which was recognized as the year’s top

antitrust M&A defense by Global Competition Review and The New York Times. We also have advised United on: (1) the DOJ investigation and challenge to its slot

acquisitions in New York City; (2) the DOJ investigation and related civil complaints of alleged seat capacity

and pricing coordination among US airlines; and (3) antitrust litigation including In re Transpacific

Passenger Air Transportation, a class action seeking damages related to an alleged price-fixing cartel in passenger service to Asia and Oceania (dismissed

without remedy in 2013).

We advised Intel on its $16.7bn acquisition of Altera – the largest in the company’s history – which required the coordination of US and multijurisdictional merger

clearances worldwide.

Rexam turned to Freshfields for advice on its $6.9bn takeover by US-based Ball Corporation, combining

the world’s two largest producers of drinks cans amid intense scrutiny from global competition regulators.

Kiekert, and its North American subsidiary, in the global auto parts price-fixing investigations,

including a negotiated plea agreement with the DOJ and follow-on litigation in the United States.

Johnson & Johnson regularly relies on Freshfields to act as its US antitrust counsel, including on (1) its $30bn acquisition of Swiss biotech company Actelion

Pharmaceuticals (J&J’s largest ever acquisition); (2) its $3.3bn acquisition of Vogue International; and (3) the $4bn sale of Ortho Clinical Diagnostics, a leading diagnostic technology and manufacturing company.

Novartis chose Freshfields for various transactions including (1) its recent $2.1bn acquisition of Endocyte;

(2) its strategic $8.7bn acquisition of AveXis; (3) its $5.4bn sale of its animal health business to

Eli Lilly, a matter closely scrutinized before clearance by the FTC; and (4) the simultaneous merger of its

OTC business with GSK’s OTC business.

We are defending PepsiCo in litigation arising from claims it breached state and federal antitrust law, fiduciary duties and the Lanham Act, including a successful motion to dismiss the antitrust claims.

We advised Maersk Line on the global coordination of competition law issues relating to its $7.4bn

acquisition of Hamburg Süd. Combining the largest and seventh largest container liner shipping

companies in the world, the deal triggered merger filings in jurisdictions around the globe, including the EU (Phase I remedies), the United States, China, Brazil

and Australia. In April 2018, the deal was named “Merger Control Matter of the Year (Asia-Pacific,

Middle East and Africa)” by Global Competition Review in its annual legal awards.

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Offers superb expertise across the full range of competition law

matters, with notable expertise not only in global mandates, but also

private enforcement and follow-on class actions brought in individual

EU member states and the US.Chambers Global 2017

Litigation and Arbitration

Defending your business.We will help you manage the mounting

threat from global investigations and follow-on litigation, and protect your reputation and

investments in any country.

Our services Multijurisdictional litigation | International arbitration

Global investigations | Consumer and product risk Investment protection | Antibribery and corruption compliance


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Aaron Marcu Partner, Litigation

Many firms claim – justifiably – that they have excellent lawyers. But no firm can claim to be as good as Freshfields in the global arena. Our international knowledge and experience is the biggest edge we have over our US competitors, particularly in investigations and litigation.

Nigel Blackaby Global Co-head of International Arbitration Group Co-head of Latin America Group

Chambers USA and The Legal 500 have both awarded us prizes as the leading arbitration practice in the United States. Part of this strength derives from being very attuned to the languages and cultures of the jurisdictions in which we defend our clients, particularly Latin America.

Adam Siegel Head of US Litigation Practice Co-head of Global Investigations Practice

The extraterritorial nature of US law means our clients face US legal issues that reach far beyond US borders. This is Freshfields’ unique ability – to help our clients understand their challenges, negotiate multiple legal systems and curtail global risks. It’s a service that is far greater than the sum of its parts.

Our US partners have been at the heart of some of the most complex disputes in the world. Here, some of them talk about why we excel at helping clients.

Our international knowledge and experience is the biggest edge we have over our US competitors.

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Daniel Braun Partner, Litigation

I joined Freshfields from the DOJ, where I saw that it and other enforcement agencies were pursuing more and more international investigations into commercial activity. And in doing so, US authorities were collaborating more closely with their counterparts around the world.

Linda Martin Partner, Litigation

Working globally means that when something goes wrong, you’re potentially liable on a global scale. At Freshfields, no matter what jurisdictions are involved, I can collaborate with colleagues who know their markets as well as I know US law – and that means there’s no dispute too complex for us to handle.

Noiana Marigo Co-head of Latin America Group

In arbitration, our results speak for themselves: in about 98 percent of our cases we obtain either a victory or a satisfactory settlement, even in the most challenging situations. And our US team handles more investment arbitration than any other US-based firm: the combined claims of our US cases total around $40bn.

Recent work

Highly skilled in multijurisdictional commercial and white-collar criminal litigation ... Strong New York bench

complemented by an impressive global platform.Chambers USA 2017

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Recent work

Freshfields achieved a landmark acquittal by a federal jury for Raoul Weil, the former number three executive at UBS,

of the criminal tax charges brought against him by the DOJ

relating to his service as the head of UBS’s private bank.

As Monitor, appointed by the DOJ and MoneyGram to review

and assess, supported by a global Freshfields team,

MoneyGram’s compliance with its deferred prosecution

agreement and legal obligations under the antimoney

laundering and antifraud laws in the United States and

around the world.

For one of the largest expropriations in history – with claims valued in the tens of billions of dollars – ConocoPhillips (and several

of its Dutch subsidiaries) was represented by Freshfields

in an ICSID arbitration against Venezuela under

the Netherlands/Venezuela bilateral investment treaty

and Venezuela’s foreign investment laws.

If there’s a global corruption scandal afoot … Freshfields’ lawyers will probably

be on the scene putting things in order.Global Investigations Review 2016

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Freshfields in the United States

18 37 133attorneys attorneys attorneys

8 15 33partners partners partners

1977 New York

office opens

1998 2001First wave of lateral New York lawyers joins, expanding capabilities in finance.

2013Freshfields is recognized as a top-ranked US firm for international arbitration, and the first corporate partners join.

2003Major expansion of US corporate, finance and employment practices with hires from New York’s top-tier law firms.

2010We provide antitrust advice on the United/Continental merger that created the world’s biggest airline at that time.

Freshfields in the United States.

#1 firm for

cross-border M&A international

arbitration(Global Arbitration Review,

fifth straight year)

2006First corporate

partners

1998 Washington, DC

office opens

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200

39 partners

2018

attorneys

2016We advise Henderson Group on its merger with Janus Capital, creating a global asset manager with $320bn AUM.

2014We win landmark acquittal for Raoul Weil, former UBS executive, on criminal tax charges brought by the Department of Justice.

2015We advise Honeywell on its $5.1bn acquisition of metering company Elster – its largest M&A since 1999.

#1 firm for

global antitrust (Global Competition Review,

for 10 straight years)

We now have 39 partners and nearly 200 attorneys in the United States, and more than 350 US-qualified practitioners across the world.

Our US lawyers bring together decades of experience across all the areas required for success in today’s complex and challenging business environment.

From M&A and finance to antitrust, tax and litigation, they handle the most complex deals as a single, unified team.

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Transactions

Valerie Ford Jacob Partner, Capital Markets, New York

T +1 212 284 4926E [email protected]

Mark LiscioPartner, Finance, New York

T +1 212 277 4029 E [email protected]

Dave AlmrothPartner, Finance, New York


Our US partners.

They pick the best to put the team together,

are very organized and their specialists are very well coordinated. They can

handle global cases based in several jurisdictions.

Chambers USA 2016

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Transactions

Michael LevittPartner, Capital Markets, New York

T +1 212 277 4004E [email protected]

Madlyn PrimoffPartner, Finance, New York


Matthew F. HermanPartner, Corporate, New York


Peter D. LyonsPartner, Corporate, New York


James DouglasPartner, Finance, New York


Thomas JörgensPartner, Finance, New York


Mena KaplanPartner, Intellectual Property, New York


Aly El HamamsyPartner, Corporate, New York


Mitchell PresserPartner, Corporate, New York


22

Our US partners

Transactions continued

Melissa Raciti-KnappPartner, Finance, New York


Jerome RanawakePartner, Finance, New York


Brian RancePartner, Finance, New York


Scott TalmadgePartner, Finance, New York


Timothy WilkinsPartner, Corporate, New York


Omar PringlePartner, Corporate, New York


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Regulation

Thomas EnsignPartner, Antitrust, Competition and Trade, Washington, DC


Eric MahrPartner, Antitrust, Competition and Trade, Washington, DC


Bruce McCullochPartner, Antitrust, Competition and Trade, Washington, DC


Paul YdePartner, Antitrust, Competition and Trade, Washington, DC


Andrew EwaltPartner, Antitrust, Competition and Trade, Washington, DC


Howard KleinPartner, People and Reward, New York


Robert ScarboroughPartner, Tax, New York


Claude StansburyPartner, Tax, Washington, DC


Mary LehnerPartner, Antitrust, Competition and Trade, Washington, DC


24

Our US partners


Nigel BlackabyPartner, Arbitration, Washington, DC


Timothy HarknessPartner, Litigation, New York


Noiana MarigoPartner, Arbitration, New York


Daniel BraunPartner, Litigation, Washington, DC


Elliot FriedmanPartner, Arbitration, New York


Aaron MarcuPartner, Litigation, New York


Linda MartinPartner, Litigation, New York


Olivia RadinPartner, Litigation, New York


Eric BrucePartner, Litigation, Washington, DC


25



Caroline RichardPartner, Arbitration, Washington, DC


Adam SiegelPartner, Litigation, New York


Kimberly ZelnickPartner, Litigation, New York


26

Cross borders with FreshfieldsTransactions

I was completely satisfied. The [banking and finance] team is

proactive and knowledgeable. The lawyers are extremely committed

to our transactions and are really thorough. They perform beyond our expectations and never let us down.


This material is provided by the US law firm Freshfields Bruckhaus Deringer US LLP and the international law firm Freshfields Bruckhaus Deringer LLP (a limited liability partnership organized under the law of England and Wales) (the UK LLP) and by the offices and associated entities of the UK LLP practicing under the Freshfields Bruckhaus Deringer name in a number

of jurisdictions, together referred to in the material as “Freshfields.” For regulatory information please refer to www.freshfields.com/support/legalnotice.

Freshfields Bruckhaus Deringer US LLP has offices in New York City and Washington, DC. The UK LLP has offices or associated entities in Austria, Bahrain, Belgium, China, England, France, Germany, Hong Kong, Italy, Japan, the Netherlands, Russia, Singapore, Spain, the United Arab Emirates and Vietnam.

This material is for general information only and is not intended to provide legal advice. Prior results do not guarantee a similar outcome.

© Freshfields Bruckhaus Deringer US LLP, January 2019, 07673

freshfields.com

Documents

Cross borders with confidence. · they need to deal with issues that don’t respect boundaries or borders. Our market-leading lawyers in every office around the world assemble and