Global Infrastructure Group

www.allenovery.com

Global Infrastructure Group Providing integrated infrastructure advice2012

© Allen & Overy LLP 2012

Our view

As Governments continue to seek ways to generate capital receipts without negatively impacting on public service provision, we continue to see increasing opportunities for infrastructure investors. Our global reach, sector expertise and local knowledge ensures we can assist quickly in assessing and advising on potential transactions as well as in bringing them efficiently to completion.

“Once again Allen & Overy proved that it’s a force to be reckoned with. Its exceptional performance has won the firm Infrastructure Journal Global Legal Advisor of the Year on three occasions, the first one in 2007, then 2009 and 2010. The volume and value of deals that Allen & Overy managed were unbeatable”Infrastructure Journal 2011

Global Infrastructure Law Firm of the Year 2010 and 2011PEI Awards 2011 and 2012

Global Infrastructure Group | Providing integrated infrastructure advice2

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A complete legal solution for infrastructure

Global Infrastructure Firm of the Year 2009, 2010 and 2011 – Infrastructure InvestorInvestor focus on infrastructure assets has increased in recognition of the growing investment needs around the world and the returns these assets can provide. Allen & Overy’s dedicated Global Infrastructure Group has been at the forefront of this expanding market, advising key stakeholders including infrastructure funds, private equity houses, public and private companies, government agencies and debt providers across all sectors. Our experience, gained from advising on some of the most high profile and strategic infrastructure deals in the market, enables us to provide expert support to clients on complex transactions in a challenging economic and regulatory climate.

Allen & Overy’s Global Infrastructure Group comprises specialists based across our global network who regularly work together on multi-jurisdictional projects and transactions. The group combines the ability to advise on all issues that arise during the life of an infrastructure asset with the provision of integrated global expertise. This is an essential requirement for an infrastructure practice.

We view infrastructure assets in the same way as our clients. Our approach combines disciplines and provides legal solutions for all advice needed on any infrastructure investment or activity across a variety of sectors. We cover the full asset life cycle from creation to acquisition, the raising of sponsor or debt capital to restructuring and ongoing portfolio management and asset sales.

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Integrated infrastructure advice

Infrastructure M&A

Extensive experience advising on successful investments into infrastructure assets and funds

Adept at working with consortia-led bid teams and addressing the issues that arise

Successful track record in auctions for both buyers and sellers of infrastructure assets

Clients include infrastructure funds, private equity houses, consortia, leading multinationals

and financial institutions

Specialist support in the areas of environmental and regulation

antitrust law

Infrastructure finance

The knowledge and insight to advise on the most appropriate funding for infrastructure

transactions and projects

Expertise to provide first class legal advice on whichever debt packages best suit our clients needs

Securitisation experience of a broad range of infrastructure assets to

extend our clients options

The leading project finance practice who regularly advise sponsors,

lenders and public bodies

CombinedAbility to quickly identify any

obstacles or risks on a deal and provide commercial solutions

Strength and depth to execute large and complex “market first” transactions

Deep local knowledge of local sensitivities combined with a global outlook

Efficient and effective project and transaction management system

Cross-border adviceSpecialists across six continents

Infrastructure experts who share local and international knowledge and market insights

Clear communication channels, transparent reporting and dedicated client teams

Innovative IT systems to enhance our work across borders


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Full-service expertise

1. Acquisitions and disposals of infrastructure assets and companies, and structuring advice

2. Public takeovers of infrastructure companies

3. Techniques that exist as alternatives to asset sales

4. Complex consortia/ shareholder agreements

5. Structuring and establishing infrastructure funds

6. Partnership models, ownership arrangements and unit trusts

7. Tax benefits of differing fund structures

8. Cross-border investment and structuring advice

9. International licensing and regulatory requirements

10. Regulatory environments that apply to the operation of the assets concerned (eg water and energy utility regulation)

11. Negotiating appropriate contractual provisions for required agreements (whether agreements with the Government (eg PPP contracts) or supply chain members)

12. Negotiating appropriate financing documentation

13. Securitisation and synthetic financing opportunities for financing and refinancing, acquisition financing and refinancing

14. Regulatory expertise across our network

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Transaction highlights

EdInburgh AIrport

The funders on the financing for Global Infrastructure Partners’ successful GBP807m bid for Edinburgh Airport. We also advised the consortium led by JPMorgan Asset Management, the other final stage bidder, on their competing bid for the Airport.

AIrports AssEt swAp

Macquarie Airports (MAP) on the disposal of their interests in Brussels and Copenhagen Airports to Ontario Teachers’ Pension Fund in exchange for an increased stake in Sydney Airport.

gAtwICk AIrport

The funders on the financing for Global Infrastructure Partners’ successful GBP1.51bn bid for Gatwick Airport as well as on its successful bank and bond refinancing. This transaction won European Airport Deal of the Year 2011, Project Finance Euromoney 2012.

The Global Infrastructure Group has extensive airports experience, having advised all parties, including buyers, consortia, builders, financiers and governments on some of the largest airport projects and privatisations around the world. This knowledge will help you to identify deal risk, issues and obstacles and means we are able to hit the ground running on transactions. Our experience includes advising:

Airports

“What sets them apart for us is their diligence in delivering their product on time and to a high quality.”Chambers UK 2011


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MubAdAlA

Mubadala Infrastructure Fund on its joint venture with General Electric and Credit Suisse to invest in the Middle East and North Africa region and structuring options for a co-investment facility for the fund.

JpMorgAn AssEt MAnAgEMEnt

JPMorgan Asset Management on the European aspects of the structuring of its Global Infrastructure Fund and on its Asian Infrastructure Fund.

MorgAn stAnlEy And oCI

Morgan Stanley and OCI on the establishment of their joint venture in relation to infrastructure in the Middle East and Africa.

Infrastructure funds

Allen & Overy has been involved in establishing a number of important infrastructure funds globally. The Global Infrastructure Group is adept at coordinating consortia arrangements and the issues surrounding complex consortia led transactions. Our experience includes advising:

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hs1

The lenders to the consortium made up of Borealis Infrastructure and Ontario Teachers on the landmark disposal of HS1. This transaction won European Infrastructure Deal of the Year 2010, Project Finance International 2011).

EvErsholt InvEstMEnt group

Eversholt Investment Group on the GBP2.1bn acquisition of the Eversholt Rail Group from HSBC. This transaction won M&A Deal of the Year 2010, Project Finance International 2011).

tours to bordEAuX

The winning consortium (Vinci, CDC Infrastructure, Axa Private Equity and Sojas) in relation to the execution by RFF – the French public entity in charge of the railway network – of the concession contract for the high-speed railway line Sud-Europe Atlantique (LGV SEA). This transaction was named European PPP Transaction of the Year 2011 by Infrastructure Investor, European Rail Deal of the Year 2011, PFI Thomson Reuters 2012 and European High Speed Rail Deal of the Year 2011 Project Finance Euromoney 2012.

Allen & Overy’s Global Infrastructure Group comprises some of the leading rail lawyers in the market who are at the forefront of the rail industry, structuring some of the market’s most complex transactions. We have worked on some of the largest and most high-profile transactions in the sector. Our experience includes advising:

Rail

“ Allen & Overy LLP is a ‘top performer for infrastructure financings’, with ‘great understanding of the market’ and the ability to ‘instil full confidence in the banks’.

Legal 500 2011


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globAlvIA toll roAds

PGGM and OPTrust on an equity injection of EUR400m in Spanish developer GlobalVia to restructure and purchase a number of interests in concessions including various toll roads in Spain, Portugal and Latin America.

pr-22 / pr-5

The Puerto Rico Highway Transportation Authority on the USD1.136 billion monetization of PR-22 and PR-5, two tolled highways on the island. The concession marked the first-ever public-private partnership (PPP) procured by the Puerto Rico Public-Private Partnerships Authority, as well as one of the largest U.S. transportation-related PPP projects of 2011. It was also the first brownfield project financing in the U.S since 2006. This transaction won Americas Deal of the Year 2011, PFI (Thomson Reuters) 2012 and was named Global Infrastructure Deal of the Year 2011, Global PPP Transaction of the Year 2011 and North American PPP Transaction of the Year 2011 by Infrastructure Investor 2012.

AtlAntIA spA

Atlantia SPA on the EUR838m acquisition of 20% of Group Itinere (comprising various Portugese, Chilean and Brazilian motorway concessions) from Citi Infrastructure Partners.

The Global Infrastructure Group has considerable experience advising on toll roads, bridge and tunnels and ring roads. We have acted for sponsors, banks and governments on a variety of transactions. Our experience includes advising:

Roads

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CApItAl IntErnAtIonAl prIvAtE EquIty Funds

Capital International Private Equity Funds on its acquisition of a majority stake in Eaton Towers, an African focused telecommunications infrastructure business that owns, constructs, manages and maintains telecom towers for mobile telephone operators.

o3b nEtworks lIMItEd

The international lenders including IFC, Proparco, FMO, DEG, AFDB, EEIG and others in relation to the financing by O3b Networks Limited (“O3b”) of the Project to design, build, launch and operate an eight MEO satellite constellation for communications coverage over Africa. This transaction won Africa Telecoms Deal of the Year 2010, Project Finance International 2011.

A EuropEAn CoMMunICAtIons InFrAstruCturE Fund

A European Communications Infrastructure Fund on the development of a potentially revolutionary structure for the enhancement of roll out of Fibre-to-the-Home networks, separating the network build out and investment (by institutional investors) from the providers of end-user services (two providers each use separate fibre networks over a common infrastructure).

The Global Infrastructure Group has extensive experience advising clients on the acquisition and disposal of communications assets. The group works in partnership with our leading Telecommunications practice on these transactions who provide valuable market insight and sector understanding. The Telecommunications team has a broad range of sector experience, acquired not only in private practice but also in-house at leading telecoms companies and on secondments to corporates and regulatory bodies. Our experience includes advising:

Communications


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london gAtEwAy port & logIstICspArk

DP World in relation to the development and GBP1.45bn financing of London Gateway, the UK’s newest deep-sea container port and a landmark piece of UK infrastructure. The financing comprised commercial debt, EIB funding and the LGTT facility. This transaction won European Transport Deal of the Year 2011, Project Finance Thomson Reuters 2012.

dp world

DP World in relation to the development and management of Khalifa Port, Abu Dhabi.

MACquArIE bAnk lIMItEd

Macquarie Bank limited in connection with the acquisition of a 99.5% stake in DTC Gdańsk S.A., a Polish port.

Allen & Overy’s experience with major port projects and transactions provides us with an in-depth understanding of all finance, corporate, construction, operational, permitting, zoning, environmental and regulatory issues which are likely to arise during a ports project. Our experience includes advising:

Ports

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sItA uk

SITA UK in connection with the South Tyne and Wear Ltd waste PFI Project, which closed in 2011. This was the first (and only) project financing of a PFI waste project in the UK since Manchester in 2009. This transaction won European Waste Deal of the Year 2011, Project Finance Euromoney 1012.

IndAvEr nv

Indaver NV on the acquisition (along with NIBC European Infrastructure Fund) of SAV Group, the Germany based waste management group from E.ON Kraftwerke GmbH and ARCADIA Beteiligungen Bensel Tiefenbacher &Co. GmbH.

IFC

IFC in relation to the structure of a waste project in the Maldives.

Waste transactions and projects are multi-faceted and highly specialised. Our extensive waste management and power experience enables us to provide a unique depth of specialist knowledge in all relevant areas, including waste supply, construction, O&M and electricity (including interconnection and market trading strategies), as well as procurement, planning and environmental law and alternative financing structures. Our experience includes advising:

Waste


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“Allen & Overy LLP is the ‘best firm for managing complex multi-jurisdictional transactions’, and ‘understands, interprets and has empathy with the nature of commercial relationships in the water sector’. The practice spans domestic regulation through to international project financings, acting for banking clients, water companies and governments”Legal 500 2012

holdCo rEFInAnCIngs

The bank and bond arrangers on a number of holdco refinancings involving Southern Water, Anglian Water and Thames Water.

grEEnsAnds InvEstMEnt lIMItEd(ConsortIuM)

Greensands Investment Limited (consortium) on its GBP4.195bn acquisition of Southern Water Capital Limited. We continue to advise the Greensands Consortium on financing and Corporate Matters.

brIstol wAtEr

Capstone Infrastructure Corporation on its acquisition of a 70% stake in Bristol Water from Sociedad General de Aguas de Barcelona.

Allen & Overy advises across the complete spectrum of UK and international water matters. The number and variety of deals that we are involved in and the breadth and depth of our client base, geographical coverage and expertise continue to distinguish our practice from other firms in the market. Our experience includes advising:

Water

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European ppp transaction of the year 2011 tours bordeaux/

sEA hsl Infrastructure Investor 2012

European rail deal of the year 2011

tours bordeaux/sEA hsl PFI Thomson Reuters 2012

global Infrastructure law Firm of the year 2009, 2010 and 2011

Infrastructure Investor 2010, 2011 and 2012

north America Infrastructure law

Firm of the year 2010 and 2011

Infrastructure Investor 2011 and 2012

European Airport deal of the year 2011 Project Finance

Euromoney 2012

global Infrastructure deal of the year 2011

pr-22 and pr5 roll roads Infrastructure Investor 2012

European high speed rail deal of the year 2011tours bordeaux/sEA hsl

Project Finance Euromoney 2012

north American ppp transaction of the year

2011 pr-22 and pr5 roll roads Infrastructure Investor 2012

global ppp transaction of the year 2011

pr-22 and pr5 roll roads Infrastructure Investor 2012

project Finance Euromoney 2012

European port deal of the year

London Gateway

European transport deal of the year 2011

London Gateway PFI Thomson Reuters 2012

legal Advisor of the year

Transport 2011 Infrastructure Journal 2012


Award Winning in 2011/12


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GLOBAL PRESENCE

AFRICACasablanca

AMERICASNew YorkSão PauloWashington, D.C.

ASIA PACIFICBangkokBeijingHong Kong Jakarta*PerthShanghaiSingaporeSydneyTokyo

EUROPEAmsterdamAntwerpAthens**BelfastBratislavaBrusselsBucharest*BudapestDüsseldorfFrankfurtHamburg

LondonLuxembourgMadridMannheimMilanMoscowMunich ParisPragueRomeWarsaw

MIDDLE EASTAbu DhabiDohaDubaiRiyadh*

* Associated offices

** Representative office

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Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. The term partner is used to refer to

a member of Allen & Overy LLP or an employee or consultant with equivalent standing and qualifications or an

individual with equivalent status in one of Allen & Overy LLP’s affiliated undertakings.

GLOBAL PRESENCE

Allen & Overy is an international legal practice with approximately 4,750 staff, including some 480 partners, working in 39 offi ces worldwide. Allen & Overy LLP or an affi liated undertaking has an offi ce in each of:

Abu DhabiAmsterdamAntwerpAthens (representative offi ce)

BangkokBeijingBelfastBratislavaBrusselsBucharest (associated offi ce)

BudapestCasablancaDoha

DubaiDüsseldorfFrankfurtHamburgHong KongJakarta (associated offi ce)

LondonLuxembourgMadridMannheimMilanMoscowMunich

New YorkParisPerthPragueRiyadh (associated offi ce)

RomeSão PauloShanghaiSingaporeSydneyTokyoWarsawWashington, D.C.

© Allen & Overy LLP 2012 I CS1110_CDD-322_ADD-4218

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Global Infrastructure Group