Thomas M. Cerabino Partner 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

Thomas M. Cerabino is a partner of Willkie Farr & Gallagher LLP in New York and is Co-Vice Chairman of the firm.  Mr. Cerabino is also Co-Chair of the firm’s Corporate and Financial Services Department and Co-Chair of the Mergers & Acquisitions Practice Group.  He specializes in mergers and acquisitions, debt restructurings, debt and equity financings, and general corporate and securities law matters.

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 Global (2006) and Chambers USA (2007) rank 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).

• Funds managed by affiliates of Fortress Investment Group LLC and Centerbridge Partners LP in their pending $8.9 billion agreement to acquire Penn National Gaming, Inc.
  
  
• 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