Jeffrey S. Hochman Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8592 F 212-728-9592

Jeffrey S. Hochman is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York.  Mr. Hochman specializes in mergers and acquisitions, public offerings, private equity transactions (including venture capital transactions), and general corporate and securities law.  He has led the firm’s efforts on the Sarbanes-Oxley Act and other corporate governance initiatives, writing many of the Firm’s memoranda on these issues and advising various Boards and committees.

Over the past several years, Mr. Hochman has worked closely with a broad range of companies, including insurance, pharmaceutical and technology companies.  He advises issuers on ongoing SEC disclosure and other corporate matters, while also representing underwriters in connection with various securities offerings.  Mr. Hochman has also worked on a number of “going private” transactions and special committee assignments, as well as other securities and M&A transactions.

Mr. Hochman is a member of the Business Law Section of the American Bar Association.  He has spoken on the Sarbanes-Oxley Act and corporate governance issues, MD&A, negotiating merger agreements and other corporate and securities issues for the Practising Law Institute.

Recent significant transactions include representing:

• Doublemousse B.V. and Moussetrap as the selling stockholders in the $588 million secondary offering of Ulta Beauty common stock
  
  
• Teva Pharmaceutical Industries Limited in its debut €1 billion and CHF 450 million Regulation S offerings of senior notes
  
  
• AboveNet Inc.’s Board of Directors in connection with AboveNet’s approximately $2.2 billion agreement to be acquired by Zayo Group LLC
  
  
• W. R. Berkley Corporation in connection with various public offerings of common stock, senior notes and trust preferred securities, including its recent $350 million offering of senior notes
  
  
• Teva Pharmaceutical Industries Limited in its $5 billion offering of senior notes – the largest securities offering by an Israeli company
  
  
• Allied World Assurance Company Holdings, AG in its pending $8.5 billion merger with Transatlantic Holdings, Inc.
  
  
• The special committee of M&F Worldwide Corp. in connection with its $483 million merger agreement with MacAndrews & Forbes Holdings Inc.
  
  
• Teva Pharmaceutical Industries Limited in its consumer health care joint venture with The Procter & Gamble Company
  
  
• Teva Pharmaceutical Industries Limited in its $750 million offering of senior notes
  
  
• Teva Pharmaceutical Industries Limited in its $2.5 billion offering of senior notes
  
  
• The underwriters in PartnerRe Ltd’s $500 million offering of senior notes
  
  
• RenaisanceRe Holdings Ltd. in its investment in Essent Group Ltd., the first private mortgage insurance company in the United States since the start of the current financial crisis
  
  
• RenaisanceRe Holdings Ltd. in the creation of a Timicuan Reinsurance II Ltd., a new Bermuda reinsurance "sidecar" company established to provide additional reinsurance capacity for the Florida homeowners market
  
  
• The underwriters in The Allstate Corporation’s $1 billion offering of senior notes
  
  
• Teva Pharmaceutical Industries Limited in connection with its $8.9 billion acquisition of Barr Pharmaceuticals, Inc.
  
  
• Lev Pharmaceuticals, Inc. in connection with its $617.5 million acquisition by ViroPharma Incorporated for a combination of cash, stock and contingent value rights
  
  
• Teva Pharmaceutical Industries Limited in connection with its approximately $360 million acquisition of  Bentley Pharmaceuticals, Inc.
  
  
• Teva Pharmaceutical Industries Limited in connection with its $400 million acquisition of CoGenesys, Inc.
  
  
• Allied World Assurance Company Holdings, Ltd in its $563.4 million share repurchase from a founding shareholder
  
  
• The underwriters in connection with The Allstate Corporation’s $1 billion hybrid offering of subordinated debentures
  
  
• Marsh Inc. in connection with the creation of MaRI (Marsh Risk Innovations), a first-of-its-kind insurance facility designed to provide additional capacity to the depleted property catastrophe insurance market
  
  
• Teva Pharmaceutical Industries Limited in connection with its $9.9 billion acquisition of Ivax Corporation and its $3.4 billion acquisition of Sicor Inc.
  
  
• Teva Pharmaceutical Industries Limited in connection with various registered and Rule 144A convertible debt offerings in excess of $5 billion
  
  
• The underwriters in connection with various debt and hybrid securities offerings by The Allstate Corporation and PartnerRe Ltd. aggregating approximately $4.5 billion
  
  
• Strayer Education, Inc. in connection with public offerings of its common stock
  
  
• Numerous private equity investments and acquisitions for Warburg Pincus & Co. and its portfolio companies
  
  
• RenaissanceRe Holdings Ltd. in connection with various joint ventures and “sidecar” transactions
  
  
• Special Committee of Juniper Financial in connection with a proposed financing from its controlling shareholder and the Special Committee of Hartford Life in connection with its $1.1 billion “going private” transaction
  
  
• Peter J. Solomon Company in its capacity as financial adviser to Lands’ End in connection with its $1.9 billion sale to Sears
  
  
• MidAmerican Energy in its $9 billion “going private” merger