Thomas M. Cerabino Co-Chairman MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8208 F 212-728-9208

Mr. Cerabino has been the lead corporate lawyer in a number of high-profile transactions on behalf of the firm’s clients. He has represented various public and private companies, private equity funds, and investment banking firms in a wide range of domestic and cross border transactions, including business combinations, divestitures, leveraged buyouts, public and private offerings of securities, and change-of-control matters. In addition, Mr. Cerabino has advised boards of directors and board committees on a variety of governance and other issues.

Chambers USA (2011) ranks Mr. Cerabino among the leading individuals practicing Corporate/M&A Law in New York.

Mr. Cerabino serves as counsel and a Director of United Neighborhood Houses of New York, Inc., a not-for-profit organization, which is the umbrella organization for the New York City settlement house system, and is a member of the Board of Regents of Georgetown University. He is also a member of the Association of the Bar of the City of New York, and previously served on its Committee on Securities Regulation (1990-1992).

• Zurich Financial Services Group in its $1.67 billion deal to acquire a 51 percent stake in the Central and South American insurance operations of Banco Santander SA
  
  
• Farmers Group, Inc. in its $1.9 billion acquisition of AIG’s Personal Auto Group, which includes 21st Century Insurance Co.
  
  
• Electronic Data Systems Corp. in its $13.9 billion acquisition by Hewlett-Packard Co.
  
  
• Funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners LP in their terminated $8.9 billion agreement to acquire Penn National Gaming, Inc. and their subsequent purchase of $1.25 billion of preferred stock of Penn National
  
  
• Resorts International Holdings, LLC. in its $675 million sale of Resorts East Chicago to Ameristar Casinos, Inc.
  
  
• Farmers Group, Inc. in its $712 million acquisition of auto insurer Bristol West Holdings Inc.
  
  
• Colony Capital LLC in Fertitta Colony Partners LLC’s $8.8 billion acquisition of Station Casinos, Inc.
  
  
• Teksid Aluminum in the $496.8 million asset sale by its parent company, TK Aluminum Ltd., to Tenedora Nemak
  
  
• AlixPartners LLC and its founder in the sale of a majority stake to Hellman & Friedman LLC as part of a recapitalization
  
  
• Colony Capital in its acquisition (with Kingdom Hotels International) of Fairmont Hotels & Resorts Inc. in a deal valued at $5.5 billion, including debt and the combination with the Raffles hotel portfolio
  
  
• Colony Capital in its acquisition of the Raffles hotel business for approximately $1 billion
  
  
• Ventas, Inc. in its acquisition of all the outstanding common shares of Provident Senior Living Trust in a transaction valued at $1.2 billion
  
  
• Colony Capital in its $1.24 billion acquisition of four casinos from Harrah’s Entertainment, Inc. and Caesars Entertainment, Inc.
  
  
• An investment group led by Colony Capital in its purchase of the Las Vegas Hilton
  
  
• Zurich Financial Services Group in its $500 million sale of half of Zurich Life to Bank One Corp.
  
  
• An investment group consisting of Fortress Investment Group LLC, J.C. Flowers & Co. LLC and Cerberus Capital Management in its acquisition of assets of Conseco Finance Corp. for approximately $1.1 billion
  
  
• An investment group including Questor Partners and J.P. Morgan Capital Partners in its acquisition of the aluminum engine business of the Fiat group for approximately $470 million
  
  
• Zurich Financial Services in a number of merger and acquisition transactions, including: the combination of Allied Zurich plc and Zurich Allied AG to form Zurich Financial Services; the merger of Zurich with the financial services businesses of B.A.T. Industries plc; the $2.0 billion acquisition of Kemper Corporation; the purchase of a majority interest in Scudder, Steven & Clark, Inc.; the sale of Zurich Scudder Investments to Deutsche Bank AG for $2.5 billion; and numerous other transactions
  
  
• CompUSA Inc. in its sale to Grupo Sanborns, S.A. de C.V. for approximately $1.0 billion and in its purchase of Goody Guys, Inc.
  
  
• Colony Capital in its purchase of Resorts International Hotel, Inc. from Sun International
  
  
• Questor Partners in its purchase of the consumer truck rental business of Ryder Systems and the subsequent sale of the business to Budget Group, Inc.
  
  
• Capital Z Financial Services in its purchase of a controlling interest in Aames Financial Corporation
  
  
• Magma Copper Company in its $2.0 billion sale to The Broken Hill Proprietary Company Limited
  
  
• Amax Gold Inc. in its $500 million merger with Kinross Gold Corporation
  
  
• Donald J. Trump and his affiliated entities in the restructuring of approximately $3.0 billion of debt