William H. Gump Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8285 F 212-728-9285

William H. Gump is the Co-Chair of the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York.  Mr. Gump specializes in private equity, public and private mergers and acquisitions (including bankruptcy-based asset sales), corporate finance (including public offerings), venture capital, and general corporate and securities law.  He has worked extensively in most areas of corporate law in various industries, including media, healthcare/life sciences, telecommunications, IT consulting, technology and financial services.  Mr. Gump practiced for six years in Willkie’s London office.

Mr. Gump has significant private equity experience, having represented numerous sponsors such as Warburg Pincus, D.E. Shaw, 3i Group, Lime Rock Partners, Oracle Investment Partners, The Sterling Group and Avanti Capital, as well as private equity buy out targets and portfolio companies. Recent transactions include 3i’s 2011 acquisition of a majority stake in Hilite International Inc.; Warburg Pincus’ 2010 acquisitions of International Technidyne Corporation and Nexus DX, Inc., and its investment of $125 million in Cortview Capital, a start-up broker-dealer; Lime Rock Partner’s 2010 investment in UTEC International; Warburg Pincus’s 2009 acquisition of the ice machine businesses of Enodis; Topps’ 2007 acquisition by a consortium consisting of Michael Eisner and Madison Dearborn; and Aeolus Re in its initial $800 million equity capital raise from Warburg Pincus and Merrill Lynch in 2006.

Mr. Gump also has significant experience in domestic and international mergers and acquisitions, including the 2009 sale by Globe Specialty Metals of its Brazilian operations to Dow Corning and the establishment of a joint venture with Dow Corning at Globe’s West Virginia silicon metal facility; the 2008 sale of Intermountain Gas Company to MDU Resources Group, Inc.; Pharmion Corp.’s 2007 $2.9 billion acquisition by Celgene Corp.; Monsanto Company's 2007 $1.5 billion acquisition of Delta and Pine Land Company and its $1.4 billion acquisition of Seminis, Inc. in 2005; eToys 2007 acquisition of BabyUniverse; America Movil’s 2007 acquisition of TELPRI, the Puerto Rican phone company; the sale in bankruptcy by National Energy & Gas Transmission of its pipeline businesses to TransCanada Corporation ($1.7 billion) and its power plant assets to an affiliate of Goldman Sachs ($656 million); the $255 million sale of CompuCom Systems to an affiliate of Platinum Equity, LLC; the sale of the structured products business of Zurich Capital Markets to BNP Paribas; the acquisition by BearingPoint (formerly KPMG Consulting) of the consulting business of Arthur Andersen; the bankruptcy sale of Big V Supermarkets to Wakefern Food Corp.; and the acquisition of Golden Books by Random House, pursuant to a bankruptcy auction.

Mr. Gump represents both issuers and underwriters in domestic and international securities offerings, most recently representing Clovis Oncology in its 2011 initial public offering and its 2012 public offering of its common stock. Mr. Gump has also represented several special purpose acquisition companies (SPACs), including Sports Properties Acquisition Corp. and Oracle Healthcare Acquisition Corp. Mr. Gump also has extensive experience in the areas of venture capital investment and corporate domestic and international joint ventures. He also provides clients with expert advice on commercial contracts.

In addition, Mr. Gump represented Time Warner as a primary shareholder in the sale of 90.1 percent of privately-held ContentGuard Holdings, Inc. to Pendrell Corporation in 2011, and in its equity investments in Central European Media Enterprises in 2012, 2011 and 2009; and Pharmion Corporation in its 2003 initial public offering and subsequent follow-on offerings, including its 2007 $140M equity offering. Mr. Gump has also established ADR programs for Zurich Insurance Companies, Denison Hydraulics, Liberty International plc and British Land plc, and has represented numerous purchasers in PIPE transactions, including representing Warburg Pincus in its $75 million PIPE transaction with NYFIX, Inc. in 2006.

In the area of international privatizations, Mr. Gump worked on the privatizations of Banca Commerciale Italiana, and the national telephone companies of the Republic of Moldova and the Kingdom of Jordan.

Mr. Gump has significant experience representing several funds in the areas of private equity and venture capital investment and corporate joint ventures. He represented Agusta SpA in its joint venture with Bell Helicopter Textron to build a civilian tiltrotor helicopter.

Mr. Gump serves on the Corporation Law Committee of the New York City Bar Association, and has spoken at conferences and seminars on a variety of topics, including Private Equity Developments, Corporate Governance, M&A Trends, Negotiating Corporate Agreements, Earnouts, U.S. securities offerings by non-U.S. issuers, NASDAQ and New York Stock Exchange listings, and American Depositary Receipt offerings. He has also published numerous articles on similar topics relating to U.S. securities laws and practices.

Mr. Gump is a member of the American and New York State Bar Associations.