Rosalind Fahey Kruse Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8632 F 212-728-9632

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Rosalind Fahey Kruse is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Ms. Kruse specializes in mergers and acquisitions, private equity transactions, debt and equity financings, and general corporate and securities law matters.

Ms. Kruse has been the lead corporate lawyer in a number of high-profile transactions on behalf of the firm’s clients. She has represented various public and private companies and private equity funds in a wide range of transactions, including business combinations, stock and asset purchases, divestitures, leveraged buyouts, tender offers, going-private transactions, public and private offerings of securities, and change-of-control matters. In addition, Ms. Kruse has advised boards of directors and board committees on a variety of governance and other issues.

Ms. Kruse is a member of the Association of the Bar of the City of New York, and served as a member on its Committee on Securities Regulation. Ms. Kruse has also served on the Harvard Law School Reunion Gift Committee, the Dartmouth College Reunion Committee and on several committees for local community and school organizations.

Ms. Kruse has represented:

• Pearl Therapeutics, a company focused on developing inhaled combination therapies for the treatment of respiratory diseases, in its pending $1.15 billion sale to AstraZeneca
  
  
• Folhamatic Group, a Brazil-based tax and accounting software company, in its sale to UK-based Sage Group plc
  
  
• Morgan Stanley in its sale of its mortgage servicing business, Saxon, to Ocwen Financial Corporation for a base purchase price plus approximately $1.2 billion for servicing advance receivables outstanding
  
  
• GreenTree Credit Solutions, LLC, a portfolio company of Centerbridge Capital Partners, L.P., in its approximately $1 billion acquisition by Walter Investment Management Corp.
  
  
• Centerbridge Capital Partners, L.P. and Resort Finance America, LLC in the acquisition of the resort finance business of GMAC Commercial Finance LLC, a subsidiary of Ally Financial Inc. and the ongoing representation of Resort Finance America, LLC as lender
  
  
• Green Tree Servicing LLC in a number of acquisition transactions and financings, including its acquisition of servicing assets of Origen Financial, Inc., Irwin Financial Corporation and others
  
  
• Affiliates of Insight Venture Partners in acquisitions of, dispositions of, or investments in, Acronis Ltd., Elo 7 Ltd., Folhamatic, Dealfind, Metalogix Software Corp., Syncsort Incorporated, HoundDog Technology Ltd., Six Waves Inc., Mentez LLC, Katharion and others
  
  
• An investor group comprised of Insight Venture Partners, Spectrum Equity Investors and The Raine Group in Jagex Limited, a leading independent developer and publisher of online games
  
  
• DLJ Merchant Banking investment in Landis + Gyr Holdings AG
  
  
• Greenwich Aero Group, Inc. in its acquisition of assets from Fairchild Corporation in a transaction under Section 363 of the Bankruptcy Code
  
  
• FiberNet Telecom Group Inc. in its sale to Zayo Group
  
  
• Green Tree Investment Holdings, a portfolio company of Fortress Investment Group LLC and Cerberus Capital Management, L.P., in its merger with affiliates of Centerbridge Capital Partners, L.P.
  
  
• GateHouse Media, Inc., in its acquisition of community newspaper assets of CP Media Inc. and its acquisition of Enterprise NewsMedia Holding, LLC from Heritage Partners and its other owners
  
  
• Shurgard Storage Centers, Inc. in its approximately $5 billion acquisition by Public Storage, Inc.
  
  
• Ventas, Inc. in its $649 million acquisition of assisted living and nursing home facilities from affiliates of the Reichmann family
  
  
• SeraCare Life Sciences, Inc. in its reorganization and emergence from chapter 11 bankruptcy protection
  
  
• An investment group consisting of Fortress Investment Group LLC, J.C. Flowers & Co. LLC and Cerberus Capital Management, L.P. in its acquisition of assets from Conseco Finance Corp. for approximately $1.1 billion in a transaction under Section 363 of the Bankruptcy Code
  
  
• Matlin Patterson Global Advisers, LLC in its $475 million acquisition of the Southeast generation portfolio of Duke Energy Corporation
  
  
• MidAmerican Energy Holdings Company in a number of merger and acquisition and financing transactions, including: its $960 million acquisition of Kern River Gas Transmission Company, its $2 billion acquisition of Northern Natural Gas Company, its going-private tender offer of HomeServices.Com, Inc. and its $700 million senior notes 144A private placement offering
  
  
• An investment group, including Berkshire Hathaway, Inc., in the MidAmerican Energy Holdings Company going-private transaction
  
  
• Simon Property Group, Inc. in its merger with Corporate Property Investors, Inc.
  
  
• Several special committees of boards of directors of public companies, including Impac Commercial Holdings, Inc., USA Detergents, Inc. and Pepsi-Cola Puerto Rico Bottling Company
  
  
• Bearing Point in its transaction involving the hiring of U.S. business consultants from Arthur Andersen LLP