Sadis & Goldberg - UBS Proposal

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FIRM OVERVIEW

SADIS & GOLDBERG LLP

ABOUT SADIS

Private Funds created and launched

Countries with represented clients 165 Awards and Accolades since 2011 11 Businessfocused practice teams

Sadis & Goldberg LLP is an internationally recognized law firm. Drawing on the experience and depth of our lawyers in these distinct areas, we leverage each lawyer’s industry-specific knowledge to help our clients succeed. This collaborative approach brings collective insight to the table that contributes to sensible, efficient resolutions, and allowing us to remain attentive to the cost and time sensitivities that may be involved. Sadis’s clients include domestic, and international entities, financial institutions, family offices, hedge funds, private equity funds, venture capital funds, buyout funds, commodity pools, and numerous business operating in various industries around the world.

INDUSTRY INVOLVEMENT

Private Funds Forum – Industry leaders from law firms, accounting firms, third party administrators, directors and consultants gather together from across the globe to share ideas and discuss developments facing the financial services industry.

Sadis Business Breakfast – brings together investors, founders, accountants, analysts, capital providers, and other business leaders to discuss trending topics and network.

Independent Sponsors – networking events for capital providers and independent sponsors.

Family Office Lunches – executives from family offices networking and sharing ideas on market trends across various industries.

FOCUSED SOPHISTICATED REPRESENTATION

Sadis maintains a diverse, business-oriented practice focused on private investment funds, asset and wealth managers, family offices, litigation, corporate, mergers & acquisitions, real estate, regulatory and compliance, tax and ERISA.

“No law firm is better in the hedge fund space. Sadis doesn’t just know the legal framework; they are on the cutting edge of defining it.”

–OHN STERLING

ABOUT SADIS

AtSadis,webringunparalleledexpertiseanddedicationtotherealmofspecialtyandcommercialfinance. Withaproventrackrecordofsuccess,wehavebecomeatrustedpartnerforfinancialinstitutionsseeking sophisticatedlegalcounseltailoredtotheiruniqueneeds.

ComprehensiveExpertiseinSponsorFinance

Sadisisattheforefrontofadvisingbanksandotherfinancialinstitutionsinsponsor-backedloans.Our teamhasextensiveexperiencestructuringandnegotiatingawiderangeoffinancingsolutions,including:

• NAV(NetAssetValue)Loans:Supportingportfolio-backedfinancingwithinnovativelegal strategiestomitigaterisksandoptimizeoutcomes.

• CapitalCallLoans:Providingguidanceonsubscriptionfacilitiesthatensureseamlessfundingfor investmentvehicles.

• CashFlowLoans:Craftingsolutionstosupportborrowersleveragingpredictableincomestreams.

• Asset-BasedLending(ABL):Structuringfacilitiessecuredbydiverseassetclasses,offering customizedsolutionsthatcatertotheneedsofbothlendersandborrowers.

AStrategicPartnerforFinancialInstitutions

Financialtransactionsintoday’sfast-pacedmarketrequireprecision,creativity,andin-depthknowledge. AtSadis,weprideourselveson:

• DeepIndustryKnowledge:Ourattorneysunderstandthenuancesofspecialtyandcommercial finance,ensuringthateverydealisstructuredtomaximizeefficiencyandcompliance.

• ProactiveProblem-Solving:Weanticipatechallengesandprovidestrategicsolutionsthatsafeguard yourinterestsanddrivesuccessfuloutcomes.

• EfficientExecution:Withacommitmenttotimelyandcost-effectivedelivery,weensureyour transactionsclosesmoothlyandefficiently.

TrustedbyLeadingInstitutions

Sadishasbuiltstrongrelationshipswithleadingbanksandfinancialinstitutionsbydeliveringconsistent results.Ourclientsvalueourabilityto:

• Navigatecomplexregulatorylandscapes

• Innovateandadaptindynamicmarketconditions

• Providebespokeadvicetailoredtotheirspecificneeds

CORPORATE

Sadis'corporategrouprepresentsbusinessentitiesinallstagesofgrowth,fromsmallstartupsand emergingbusinessestolargeandlong-establishedbusinessentities.Ourattorneysactasongoing transactionalcounselorsandresolvecomplexissuesintheUnitedStatesandinternationally,in areassuchasmergersandacquisitions;creditandlending,mortgages;contractnegotiations, technologyagreements,TMTtransactions(tech,media,andtelecom)activistinvesting;derivatives; privateequity,hedgefunds,andventurecapital;securitiesregulation;PIPEtransactions;banking andfinance;andcapitalmarkets.Thebroadnatureoftheserviceswerenderreflectsthewide scopeofourclients'needsandthemanyandvariedindustriesinwhichtheyoperate.Attorney teamsdrawnfromthefirm'srelatedlegalareascollaboratetoprovidetheexperienceneededfor eachofthesetransactions,includingcounselonissuesrelatedtotax,realestate,labor,ERISA, litigationandintellectualproperty,astheclient'scircumstancesrequire.

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GENERAL LENDING

Sadisrepresentsbothborrowersandspecialtyfinancelendersinconnectionwithasset-based lendingacrossawiderangeofassetclassesthatoperatethroughborrowingbasefacilities. Representativetransactionsincludeloansinvolvingtradereceivables,futurecashflows, commercialleasereceivables,masstortreceivables,incomeshareagreements,studentloans, andoilandgasroyalties.

Ourlawyersalsohaveexperiencerepresentingallpartiesinconnectionwithmezzaninefinancing, recapitalizations,convertibledebtissuances,leveragedbuyouts,distressedM&Aandparticipation loanagreements.

Sadisalsorepresentsbothborrowersandlendersinconnection withthefinancingofcommercial realestatematters.Suchmattersincludeacquisitionloans,refinancing,constructionloans,bridge financing,preferredequity,mezzanineloans,agencyloans,collateralizedmortgagebacked securities,privateequity,andothernontraditionallending.

Our Team

Sadis&Goldberg’steamisexceptionally experiencedinventurefundformation andmergersandacquisitions.Ourfirm's partnershavedecadesofexperience,both atSadis&Goldberg,aswellasatlarger internationallawfirmsandtheU.S. Securities&ExchangeCommission.

OUR TEAM

Paul Marino PARTNER

212.573.8158

pmarino@sadis.com

Paul Marino is a partner in the Financial Services and Corporate groups. Paul focuses his practice in matters concerning financial services, corporate law and corporate finance. Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.

Paul works on a variety of M&A transactions, including leveraged acquisitions, divestitures of business divisions, going-private transactions, and other strategic acquisitions and dispositions, in the following industries: manufacturing, telecommunications, consumer products, hospitality, healthcare, and technology, among others. His practice also includes joint ventures and general company representation matters.

Paul has represented national and multinational corporations, ranging from telecoms to tech companies, as well as real estate syndication and financial investors and investment advisors. He has also negotiated and structured a number of U.S. domestic and cross-border mergers and acquisitions and joint ventures.

Paul provides counsel in the areas of private equity funds and mergers and acquisitions for private equity firms and public and private companies and private equity fund and hedge fund formation.

OUR TEAM

Jonathan

Bernstein

PARTNER

212.573.8030

jbernstein@sadis.com

Jonathan Bernstein is a partner in the Financial Services and Corporate groups. Jonathan focuses his practice in matters concerning mergers & acquisitions, corporate law and general corporate counseling. Jonathan serves as a trusted advisor to private equity sponsors, family offices and middlemarket and family-owned businesses across industries.

Jonathan has experience representing clients across the fashion, apparel, distribution, consumer products, media, manufacturing, healthcare, technology and hospitality industries, among others. He assists our clients in connection with acquisitions, divestures, sales and financing. Our clients benefit from Jonathan’s knowledge of their businesses to execute transactions, along with his extensive experience executing complex transactions. As an outgrowth of the close relationships he develops with our clients, Jonathan routinely works with our clients to craft business strategies which meet their business priorities while managing risk. He also serves as an outside general counsel, advising on the full gamut of day-to-day legal issues.

Jonathan takes a practical approach to deal-making that puts a premium on big-picture issues that matter to his clients.

OUR TEAM

Robert Cromwell PARTNER

212.573.8034

rcromwell@sadis.com

Robert Cromwell practices in the firm’s Financial Services and Corporate groups. Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies (ETFs, private equity funds, real estate funds and hedge funds) and representing founders, managers and boards of businesses and investment funds. Robert also advises clients on general corporate matters.

Robert’s transactional experience includes: corporate and LLC startups, restructurings and exits; registered and private securities offerings; hedge funds, mutual funds, private equity funds, collective trust funds; preparation of corporate and partnership governing documents, registration statements and periodic financial reports; equity incentive plans, employment agreements, loan agreements; counseling boards of directors of registered and private funds and retirement plan committees.

Robert’s practice is focused on purchases, sales and recapitalizations of private companies, venture capital start-ups, private equity transactions, registered and unregistered investment companies.

OUR TEAM

Paul D. Fasciano PARTNER

212.573.8025

pfasciano@sadis.com

Paul D. Fasciano is a partner in the firm’s Financial Services and Corporate groups. Paul began his career as a general corporate attorney, and now focuses his practice on representing private fund managers, both in the formation phase and also in ongoing corporate and transactional matters, including mergers and acquisitions, activist investor representation, securities law compliance and derivatives.

Paul regularly counsels clients on structuring and forming U.S. and non-U.S. private investment funds, including hedge funds, private equity funds and custom “hybrid” funds incorporating features of both. Funds advised by Paul cover a wide variety of strategies and asset classes, with varying liquidity characteristics, including more typical asset classes such as publicly traded equities, as well as less typical asset classes such as loans, consumer receivables and renewable energy credits. Paul also has extensive experience in drafting and negotiating agreements memorializing the relationship between the principals of a fund.

Paul has advised participants in a variety of public and private merger and acquisition transactions in diverse industries and has brought this practice to focus on transactions involving investment advisers, broker-dealers and other players in the financial services industry.

Seth Lebowitz PARTNER

212.573.8152

slebowitz@sadis.com

Seth Lebowitz is a partner in the firm’s Tax group. Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds. Seth has experience with:

• Domestic and international tax issues relating to fund structuring

• Joint ventures and partnerships

• Corporate and real estate investing

• Lending

• Securities trading

• Distressed investing

• Financial products.

Seth advises clients on the tax-efficient planning and execution of a broad range of transactions, with a particular focus on the formation, operation and investing activities of private equity and hedge funds.

OUR TEAM

Mitchell Taras PARTNER

212.573.8417

mtaras@sadis.com

Mitchell Taras practices in the firm’s Real Estate and Corporate groups. He represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings. Mitchell has represented both borrowers and lenders in mezzanine lending, securitized loans, and secured and unsecured credit facilities. He has also represented owners in connection with construction contracts and disputes.

On the corporate side, Mitchell counsels proprietorships, franchisees and other closely held businesses in their day-to-day operations. He also has extensive experience in structuring, negotiating and implementing various business transactions, including sales of assets; mergers and consolidations; acquisitions and dispositions of companies; joint ventures; business restructuring and reorganization; and preparation of employment, shareholder, partnership and limited liability company operating agreements. With his broad experience, he also serves franchisees, entrepreneurs and other clients in a diverse range of industries.

Mitchell represents clients in a variety of complex real estate transactions, including acquisitions, dispositions, financing, construction, leasing and joint venture negotiations involving apartment buildings, shopping centers, hotels and office buildings.

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