WALKERS' DUBLIN OFFICE ADVISES ON LANDMARK CMBS ...

BriefingWALKERS’ DUBLIN OFFICE ADVISES ON LANDMARKCMBS DEAL FOR DEUTSCHE BANK17 February 2012Walkers Ireland has advised Deutsche Bank AG, London Branch on Irish legal, tax and listing matters arising in connection with a £210,000,000single commercial real estate loan backed securitisation (CMBS) by DECO 2012-MHILL Limited which completed on 16 February 2012.Paul Hastings (Europe) LLP, London acted as lead counsel to Deutsche Bank AG in its capacity as Lead Manager and Arranger.The transaction is a landmark CMBS of European collateral particularly as very few such offerings have been fully placed into the marketsince 2007. It also implements the CMBS 2.0 ‘best practices’ standards and metrics first utilised in the DECO 2011-CPSK transaction arrangedby Deutsche Bank AG, London in June 2011.Overview of DealThe new CMBS issuance is backed by a £210,000,000 loan originated by Deutsche Bank AG which is secured by, among other things,charges over certain interests in various partnerships that own various commercial properties including the £1 billion Westfield Merry Hillshopping centre near Birmingham. Merry Hill consists of a 220-acre mixed-use complex, including the 1.5 million sq. ft. shopping centre,with more than 250 stores and anchored by Debenhams, Marks & Spencer, Sainsbury’s and Asda, as well as the nearby Waterfront whichconsists of offices, restaurants and bars.The deal comprises three publicly offered and rated tranches. A £145,000,000 class A tranche has been rated AAA/AAA, a £30,000,000class B tranche rated AA/AA(high) and a £35,000,000 class C tranche rated A/A(high). The notes are rated by S&P and DBRS. Each class ofnotes have been admitted to the Official List of the Irish Stock Exchange and to trading on its regulated market, the Main Securities Market.In line with Article 122a of the Capital Requirements Directive II, Deutsche Bank will retain a material net economic interest of not less than5% in the deal so that regulated investors may take up the notes without suffering adverse regulatory capital treatment under CRD.Walkers’ Dublin office - Structured Products & Capital Markets GroupThe Walkers team was led by partner Garry Ferguson and senior counsel Andrew Traynor, assisted by head of tax, Anthony Smyth, and legal& tax associates Olivia Long, Eimear Burbridge and Mary O’Doherty. Therese Redmond acted as Irish listing agent.This transaction demonstrates that Ireland continues to be a leading centre of excellence for debt capital markets and securities listingtransactions. Ireland’s renowned, stable securitisation regime and accessible, knowledgeable professionals are a perfect fit for bringingthese types of innovative products to market in an efficient and cost effective manner. It is certainly a landmark deal for Walkers’ Dublinoffice and its market leading structured products and capital markets group.BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS | DELAWARE | DUBAI | DUBLIN | HONG KONG | JERSEY | LONDON | SINGAPORE© WALKERS GLOBAL www.walkersglobal.com

ContactsFor more information please contact the following professionals:Garry FergusonPartnerT: +353 1 470 6659E: garry.ferguson@walkersglobal.comAnthony SmythHead of TaxT: +353 1 470 6625E: anthony.smyth@walkersglobal.comPetrina SmythPartnerT: +353 1 470 6626E: petrina.smyth@walkersglobal.comNoeleen RuddySenior CounselT: +353 1 470 6650E: noeleen.ruddy@walkersglobal.comAndrew TraynorSenior CounselT: +353 1 470 6632E: andrew.traynor@walkersglobal.comOlivia LongAssociateT: +353 1 470 6624E: olivia.long@walkersglobal.comDisclaimerThe information contained herein is restricted and is not for publication, distribution or release in or into the United States of America, Australia,Canada, Japan or South Africa. This announcement is not an offer of securities for sale or a solicitation of an offer to purchase securities in theUnited States or any other jurisdiction. The notes referred to herein (the “Securities”) have not been and will not be registered under the U.S.Securities Act of 1933, as amended, and may not, subject to certain exceptions, be offered or sold in the United States or to or for the accountor benefit of a person located in the United States.The information contained in this advisory is necessarily brief and general in nature and does not constitute legal or taxation advice. Appropriatelegal or other professional advice should be sought for any specific matter.BRITISH VIRGIN ISLANDS | CAYMAN ISLANDS | DELAWARE | DUBAI | DUBLIN | HONG KONG | JERSEY | LONDON | SINGAPORE© WALKERS GLOBAL www.walkersglobal.com