Deal Maker of the Year Awards 2012 WINNER - UK

DEAL: TSL Education Limited in joint venture agreement with American Federation of Teachers

NAME: Tom Purton COMPANY: Travers Smith LLP POSITION: Head of Commercial, IP & Technology ADDRESS: 10 Snow Hill, London, EC1A 2AL TEL: 020 7295 3000 EMAIL: tom.purton@traverssmith.com WEBSITE: www.traverssmith.com

BIO:

Travers Smith LLP is one of the UK's leading law firms. We regularly act on complex commercial transactions, often with an international dimension, across a broad range of sectors, including financial services, retail, leisure, support services, restaurants, hotels and healthcare. We have expertise in the areas of commercial contracts, joint ventures, outsourcing, media, intellectual property and technology, which gives us a significant advantage when compared with other firms, as complex commercial transactions rarely fit into neat boxes and often require an integrated understanding of a number of legal areas. We place great emphasis on developing long-standing relationships and an in-depth knowledge of clients' businesses so that the advice we give is tailored to the needs of each client. However complex the matter, we always focus on providing practical, succinct, commercial advice in response to our client's legal issues.

The Commercial, IP and Technology Department is led by Tom Purton, who has a broad-based commercial practice with particular emphasis on strategic alliances (including joint ventures) and commercial contracts (in particular, outsourcing and other supply agreements). Tom is ranked as a key individual in the Chambers legal directory and he is praised for the "knowledge he has of [his client's] business" and his ability to "find issues that are both legal and commercial". The Legal 500 ranks Tom as a leading lawyer in the UK for his expertise in Commercial Contracts (including outsourcing and joint ventures) and he is described as "cool and calm", "an excellent adviser" and "extremely competent as well as a pleasure to work with".

DEAL OVERVIEW:

A Travers Smith team led by Tom Purton, with Senior Commercial Associate Ben Chivers, advised the British media business TSL Education Limited ("TSL") on a joint venture entered into with the American Federation of Teachers ("AFT"), one of the largest teaching unions in the US.

TSL, a privately owned, private equity-backed company, publishes the Times Education Supplement and also owns TESconnect, an online resource sharing service with over 1.8 million registered users in 196 countries. This makes it the largest online network of teachers in the world. The AFT, one of the largest teach- ing unions in the US, was founded in 1916 and represents 1.5 million members.

Travers Smith (together with US firm Hughes Hubbard & Reed LLP) advised TSL on the establishment of the 50/50 joint venture with AFT, to create a new US resource-sharing website called sharemylesson.com. Like TESconnect, sharemylesson.com provides a platform for teachers to share teaching materials online, ranging from lesson plans to videos and assessments. Teachers can download, rate, share and upload these materials at no charge. As well as giving rise to a number of complex, cross-border legal and tax issues, the transaction also presented the unique challenge of bringing together two organisations with radically different cultures and goals. This was also TSL's first foray into the US market and a key step in its international expansion strategy. The transaction required the negotiation of a series of complex contracts,

including the main joint venture contract and a number of interrelated ancillary contracts.

Tom Purton commented, "This was a unique and challenging transaction, bringing together a UK-based commercial entity and US labor union to form a brand new joint venture business, which the parties hope and believe will be a significant development in US education".

Travers Smith advises TSL on all of its commercial contracts and other day-to-day legal matters, including its contract with Thomson Reuters to produce The World University Rankings, the printing and distribution arrangements for all of its publications, its online advertising arrangements and a number of other joint ventures, including Brightspark, an online maths tutoring service using tutors based in India.

We have also recently advised: • Shepherd Neame, the UK's oldest brewer, on its deals to brew Asahi Super Dry lager and Kingfisher lager in the UK.

• Taylor St Baristas on the establishment of Harris + Hoole, a new chain of artisanal coffee shops created through a joint venture with Tesco.

• Force India, the Formula 1 team, on its technical partnerships with McLaren and Mercedes.

• Pinewood Studios on two joint ventures to create new Pinewood-branded film studios in Germany and the Dominican Republic.