Gregory B. Astrachan Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8608 F 212-728-9608

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Gregory B. Astrachan is a partner in the Corporate and Financial Services Department and Co-Chair of the Capital Markets Practice Group of Willkie Farr & Gallagher LLP in New York.  From 2001 to 2007, Mr. Astrachan was the managing partner of Willkie’s London office. Mr. Astrachan has broad international corporate and securities law experience, including representing U.S. and international corporate and investment banking clients in mergers and acquisitions, securities offerings, joint ventures, and private equity transactions.

Mr. Astrachan has worked on a number of significant cross-border transactions. He represented Fortis in the largest ever banking merger - the $101 billion consortium acquisition of ABN AMRO. He recently defended Converium Holding AG in its $2.8 billion unsolicited acquisition by SCOR SA and has represented Converium since its $2.0 billion spin-off and IPO. He has represented Royal & SunAlliance Insurance Group plc since its original listing on the New York Stock Exchange and represented Royal in its delisting from the NYSE as well as in its $1.2 billion acquisition of Codan and its $1.4 billion acquisition of Orion Capital Corporation. Mr. Astrachan represented Swiss Reinsurance Company in the merger of Compañía Española de Seguros y Reaseguros de Crédito y Caución, S.A. (Crédito y Caución) and Atradius N.V. He also worked on Swiss Re’s acquisitions of Conning & Company and Underwriters Reinsurance Company and on its initial investment in Atradius. In addition, Mr. Astrachan represented Time Warner in its $240 million equity investment in Central European Media Enterprises in 2009.

Mr. Astrachan’s merger and acquisition experience also includes the recent $2.625 billion proposed cornerstone investment by Brookfield Asset Management, Inc. in General Growth Properties, the $3.6 billion sale of Stiefel Laboratories, Inc. to GlaxoSmithKline plc; the $1.9 billion acquisition of AIG’s Personal Auto Group (which includes 21st Century Insurance Co.) by Farmers Group, Inc.; the bankruptcy sales of Converse Inc. and Greatwide Logistics Services Inc.; the sale of J. Crew; and the sale of Major League Baseball franchises to the Tampa Bay Devil Rays and the Arizona Diamondbacks.

His securities underwriter representations include debt and equity offerings for Credit Suisse, Lehman Brothers, Merrill Lynch, Morgan Stanley and UBS. Mr. Astrachan has worked on some of the largest rights offerings in Europe, including representing Fortis in its $18.8 billion rights issue, Royal & SunAlliance in its £960 million rights issue, Zurich Financial Services in its $2.5 billion rights issue, the underwriters in the $3.0 billion equity and hybrid debt financing for Swiss Re’s acquisition of GE Insurance Solutions, and Credit Suisse in the aborted $10 billion spin-off and IPO of its insurance business, Winterthur Swiss Insurance Company.

Mr. Astrachan’s private equity representations include transactions for Aquiline, Candover, 3i, Bridgepoint, Questor Management, and Warburg, Pincus & Co.

Mr. Astrachan is a member of the American Bar Association and the International Bar Association, where he is an officer of the Securities Law Committee. He has lectured at the IBA and at the Practicing Law Institute and is an annual contributor to The Business Lawyer’s "Annual Review of Federal Securities Regulation."