Executive Summary Section Content 1Our International Debt Capital Markets ("DCM") team has extensive experience advising global investment banks, corporations, sovereigns, municipalities and rating agencies across the spectrum of debt capital markets transactions, both international and domestic. Our clients value our unique street experience resulting from the combination of our technical expertise across Canada, the United States and Europe, our wide range of expertise in specialised industries and sectors, and our unique experience advising on some of the largest, most innovative and complex DCM transactions throughout the world. At BLG, we adapt to our clients’ needs internationally and domestically in advising on a broad and sometimes novel range of DCM products. This has resulted in the ability of our lawyers to navigate our clients through the web of international and domestic laws and regulations, local customs and local market practices to accomplish our clients’ capital markets needs.Our capital markets lawyers are also actively involved in advising on, and responding to, new capital markets initiatives, conventions and standards at the governmental, regulatory and market participant level.Representative AreasBonds, MTNs, and EMTNs Maple bondsMunicipal, provincial and sovereign debt securitiesCovered bondsConvertibles, contingent convertibles and exchangeable debt securitiesCommercial paper and asset-backed commercial paper (see Structured Finance and Securitisation)Credit-linked debt securities (see Derivatives and Structured Finance and Securitisation)Asset-backed securities (see Structured Finance and Securitisation)Sovereign debtHigh Yield DebtCertificated securitiesIslamic financeThe above categories of representative work include debt securities:distributed in Canada, the United States, the U.K., continental Europe, Russia, the CIS and Asia;rated and unrated;private placements (Non-U.S and U.S.); and listed on the various stock exchanges in Canada, the New York Stock Exchange, the London Stock Exchange, the Irish Stock Exchange, the Channel Islands Securities Exchange and the Luxembourg Stock Exchange. Publications & Presentations Section Content 2 "105-day Take-Over Bids — What Impact on Take-Over Defences?", February 2016"ISS and Glass Lewis Release 2016 Canadian Proxy Voting Guidelines", November 2015"Finally! Offering Memorandum Exemption Available Everywhere: But Still Not Harmonized", November 2015"Outsiders On The Inside: A Cross-Border Insider Trading Case Study", October 2015"New Sources of Liquidity in a Tough Market", May 2015 Representative Work Section Content 3Advised CMHC on multiple occasions on the issuance of over C$84 billion of public Canada Mortgage Bonds issued by Canada Housing Trust No.1 over the last three years.Advised numerous U.S. and European financial institutions in setting up 17 bank sponsored P-1 / A-1 /A-1+ rated asset-backed commercial paper programs in the United States and Europe to permit the securitization of over US$60 billion worth of assets.Advised the underwriting syndicates in 2014 on multiple occasions on the issuance of over C. $1.3 billion of public debentures issued by the Cities of London and Toronto and by the Regional Municipalities of Durham, Halton, Peel, York and Waterloo.Advised the underwriting syndicates in 2013 on multiple occasions on the issuance of over Cdn $1.8 billion of public debentures issued by the Cities of London, Ottawa, St. John’s and Toronto, by the Regional Municipalities of Durham, Halton, Peel, Niagara, York and Waterloo and by the County of Wellington.Advised a large food manufacturer on multiple occasions on the issuance of C$600 million of tranched unsecured bonds over the last three years.Advised a leading U.S. private equity house in structuring a US$240 million hybrid bond private placement investment in an Indian hydroelectric power project. The transaction was unique due to it being structured specifically to deal with regulatory and accounting issues particular to our client.Advised a large U.S. based financial institution, as arranger, on the issuance of C$650 million of tranched unsecured bonds issued by one of large international gold producer.Advised a large Canadian energy provider in a C$207 million concurrent common share and extendible, convertible debt securities offering that was sold on a private placement basis.Advised a large U.S. based financial institution, as arranger, on the issuance of C$1.35 billion of tranched unsecured bonds issued by one of Canada’s leading telecommunication, television, internet, print, distribution and retail companies.Advised a large Canadian based financial institution on the issuance of C$25 million of public bonds issued by the Northwest Territories Power Corporation, guaranteed by the Government of the Northwest Territories.Advised a large FTSE 100 company and its pension fund in the securitization of €274 million of equipment leases in the U.K., Italy, France, Germany, the Netherlands and Belgium. The notes were issued on a private placement in the U.S. and in Europe. The transaction was unique in its structuring to permit the funding of a pension deficit using securitization techniques.Advised a large oil and gas producer on multiple occasions on the issuance of over C$1.2 billion over the last three years.Advised a large U.K. bank in the issuance of approximately £350 million of hybrid bonds backed by commercial loan credits using a series of funded and unfunded tranched and rated credit default swaps. The bonds were listed on the Channel Islands Securities Exchange. The transaction was unique in that the transaction and the credit default swaps were structured to obtain regulatory relief for the financial institution. Advised both a large Canadian grocery chain and property REIT on the issuance of C$600 million of unsecured bonds.Advised a large U.K. bank in the restructuring of its £50 billion EMTN Program. As counsel to the bank we restructured the program to permit certain changes, including the issuance of a new type of hybrid note (contingent convertibles). The notes are listed on the London Stock Exchange.Advised one of the oldest and largest Qatar business entities with operations across the Arabian Gulf States on the issuance of US$215 million Trust Certificates. The transaction was structured as a Sukuk issuance with the corporate entity providing various guarantees. The Trust Certificates were listed on the London Stock Exchange. The transaction was unique given the diverse investment structure of the corporate entity and given the particular form of guarantees. Advised on behalf of a large Italian corporate in the restructuring of their £300 million EMTN Program. As counsel to the bank we restructured the program to permit certain changes, including the issuance of a new type of note. The transaction was unique in that we had to conduct a series of contested noteholder meetings approving the necessary changes.Advised a large Canadian financial institution, as arranger, on the issuance of C$500 million of tranched unsecured bonds issued by one of the world’s largest uranium providers.Advised one of the largest residential and commercial property owners in the U.K. in refinancing its term facility through the issuance of approximately £200 million of bonds privately placed in Canada. The transaction was unique in that we advised on setting up and running a very detailed private placement auction process to appoint the financial advisor. Advised a large German financial institution, as arranger, in the issuance of approximately US $150 million of bonds issued on a private placement basis to fund the purchase of Spanish and Italian renewable related assets. The bonds were sold in the United States.Advised a large international food and beverage company on the issuance of C$1.2 billion of unsecured bonds.Advised a large Italian financial institution, as arranger, in the issuance of approximately US $350 million of bonds listed on the Luxembourg Stock Exchange by a large German luxury automobile manufacturer.Advised the Issuer, a U.K. provider of on-campus residential and non-residential infrastructure to U.K. universities, in its issuance of approximately £385 million of Eurobonds listed on the Irish Stock Exchange. The transaction was unique for the use of securitization technology despite the transaction not being structured as a securitization.