JACK ROTENSTEIN

**** ****** *, ********, ** *****

718-***-**** E-mail: aczgwx@r.postjobfree.com

PROFESSIONAL EXPERIENCE

BARCLAYS PLC New York, New York

Attorney, Mergers and Acquisitions (Temporary position) August 2015-Present Practice in legal section of bank's proprietary M&A division. Represent bank on mergers and acquisitions. IN-HOUSE SECONDMENTS / AXIOM LEGAL

ALLEGION PLC New York, New York

Attorney, Mergers and Acquisitions July 2014-July 2015 Represent public company on mergers and acquisitions. DANAHER CORPORATION New York, New York

Counsel, M&A May 2014-January 2015

Represent public company on mergers and acquisitions in various industries. CREDIT SUISSE AG New York, New York

In-house counsel, Mergers and Acquisitions September 2013-May 2014 Counsel in M&A legal section of bank's asset management division. PLATINUM EQUITY PARTNERS New York, New York

Attorney, Mergers and Acquisitions July 2013-September 2013 Represent private equity fund on mergers and acquisitions. SALANS LLP New York, New York

Counsel, Corporate/Mergers and Acquisitions April 2011-January 2013 Counsel in firm’s corporate/mergers and acquisitions group. Represent clients on private mergers and acquisitions of mid-size companies in various industries. Negotiate and draft purchase agreements, term sheets and proposal letters. Draft and analyze due diligence reports. Act as lead counsel on transactions. Supervise and mentor junior attorneys.

WHITE & CASE LLP New York, New York

Senior Associate, Mergers and Acquisitions September 2002-April 2011, Summer 2001 Practice in firm’s mergers and acquisitions group. Represent clients on a diverse array of domestic and international corporate transactions, including public and private mergers and acquisitions, “going private” transactions, spin-offs, leveraged buyouts, joint ventures, divestitures, public and private investments (including distressed investments), restructurings and securities offerings in a broad range of industries. Negotiate, draft and review merger agreements, stock purchase agreements, asset purchase agreements, proxy statements, prospectuses, stockholder rights plans (“poison pills”), stockholders agreements, registration rights agreements, certificates of designation, voting agreements, term sheets, proposal letters and various Securities and Exchange Commission filings. Draft and analyze due diligence reports and legal memoranda for purposes of identifying potential risks to clients and structuring issues. Act as lead associate on transactions and serve as point person with corporate and private equity clients on day-to-day matters, including advising on public disclosure obligations, management issues and in connection with corporate governance matters. Supervise and mentor junior attorneys.

For a detailed description of specific clients and transactions, please refer to the attached Representative Transactions Summary.

THE HONORABLE JOHN W. BISSELL, U.S.D.C., District of New Jersey Newark, New Jersey Judicial Intern Summer 2000

Prepare and draft judicial opinions. Answer habeas corpus motions, motions to dismiss and change venue, and other motions. Participate in courtroom proceedings and conferences. Major cases include research on matters involving securities fraud, criminal sentencing, subject-matter and personal jurisdiction, and First Amendment issues.

EDUCATION

COLUMBIA UNIVERSITY SCHOOL OF LAW New York, New York Juris Doctor, May 2002

Activities: Columbia Journal of Law and Social Problems, Writing & Research Editor, 2000-2002 YESHIVA UNIVERSITY New York, New York

Bachelor of Arts, magna cum laude, English Literature, May 1997 Honors and Activities: National Dean’s List, 1996-1997; Dean’s List, all semesters; Dr. Samuel Belkin Scholarship Award, all semesters; Y.U. Women’s Organization Award for Excellence in English; Frank Shavitz Memorial Award for Excellence in Jewish Law; B.& B. Lebzelter Award for Excellence in Bible Studies; Writer for weekly scholarly journal, 1997; Campaign Manager for President of Student Organization, 1996 PUBLICATIONS

Co-authored “Important Tools in Distressed M&A Transactions” chapter in M&A Strategies for Bankruptcy and Distressed Companies - Leading Lawyers on Asset Valuation, Deal Structure and Risk Management, January 2009

BAR ADMISSION; PROFESSIONAL ASSOCIATIONS

Admitted in New York; Association of the Bar of the City of New York INTERESTS

Golf, Nonfiction Books, Skiing, Chess

JACK ROTENSTEIN

REPRESENTATIVE TRANSACTIONS SUMMARY

Mergers and Acquisitions

Represented Appaloosa Management and Harbinger Capital Partners in connection with their proposed, but terminated, $14 billion acquisition of Delphi Corporation out of Chapter 11 bankruptcy protection, at the time the largest bankruptcy of a manufacturing company in US history.

Represented WellPoint, Inc. in connection with its $6.5 billion acquisition of WellChoice, Inc., the parent company of Empire Blue Cross Blue Shield.

Represented Acergy S.A. in connection with its $5.4 billion merger-of-equals with Subsea 7 Inc.

Represented Pilot Travel Centers LLC in connection with its $5 billion merger-of-equals with Flying J Inc. out of Chapter 11 bankruptcy protection.

Represented WellPoint, Inc. in connection with its $4.7 billion divestiture of its NextRx pharmacy benefits management business to Express Scripts, Inc.

Represented Nordic Capital and Avista Capital in connection with their $4.1 billion acquisition of Bristol- Myers Squibb’s ConvaTec business, the largest private equity transaction globally in 2008 and Dow Jones' Private Equity Analyst's "LBO Deal of the Year" for 2008.

Represented Colony Capital in connection with its $3.8 billion “going-private” acquisition of Kerzner International Ltd.

Represented Starwood Capital in connection with its $3.6 billion “going-private” acquisition of Groupe Taittinger.

Represented EchoStar Communications Corporation in connection with its $2.9 billion spin-off of its technology and infrastructure business.

Represented Pharma Services Holding, Inc. in connection with its $1.9 billion “going-private” acquisition of Quintiles Transnational Corp.

Represented First Republic Bank in connection with its $1.8 billion merger with Merrill Lynch & Co., Inc.

Represented Ziff Brothers Investments in connection with its $1.3 billion equity investment in OGX Petróleo e Gás Participações S.A.

Represented The Williams Companies, Inc. in connection with its $1.1 billion divestiture of Williams Energy Partners L.P.

Represented SSAB Svenskt Stål AB in connection with its $7.7 billion acquisition of Ipsco Inc.

Represented Mirant Corporation in connection with its $10 billion Chapter 11 reorganization, the largest bankruptcy filing in the US in 2003 and one of the largest energy industry bankruptcies in US history.

Represented United Pan-Europe Communications N.V. in connection with its $5.4 billion restructuring.

Represented State Street Bank and Trust Company in connection with The News Corporation Limited’s $6.6 billion equity investment in Hughes Electronics Corporation.

Represented Deutsche Bank, as financial adviser to Echostar Communications Corporation, in connection with its proposed, but terminated, $32.3 billion acquisition of Hughes Electronics Corporation.

Represented NUI Corporation in connection with its $922 million merger with AGL Resources Inc.

Represented Deutsche Bank, AG in connection with the $865 million restructuring of San Antonio Internacional, Ltd.

Represented TransCanada Power L.P. in connection with its $531 million acquisition of the ManChief and Curtis Palmer power facilities.

Represented Sourcecorp, Incorporated in connection with its $475 million “going-private” sale to Apollo Management.

Represented Agfa-Gevaert N.V. in connection with its $423 million divestiture of Agfa NDT Inc.

Represented the Hess Foundation in connection with the $195 million acquisition of Mississippi Valley Gas Company by Atmos Energy Corporation.

Represented UBS Global Asset Management in connection with its $165 million divestiture of Adams Street Partners, LLC.

Represented iPayment, Inc. in connection with its $130 million acquisition of a credit card merchant portfolio from First Data Merchant Services Corporation.

Represented Ziff Brothers Investments in connection with its $122 million equity investment in Companhia Mineira de Açúcar e Álcool Participações.

Represented Peninsula Gaming Partners, LLC in connection with its $107 million acquisition of Belle of Orleans, L.L.C.

Represented Appaloosa Management in connection with its attempted $750 million acquisition of Dana Corporation out of Chapter 11 bankruptcy protection.

Represented Tudor Investment Corporation in connection with its successful proxy contest for Take-Two Interactive Software, Inc.

Represented WellPoint, Inc. in connection with its acquisition of American Imaging Management, Inc.

Represented Barclays plc in connection with the sale of its U.S. Wealth and Investment Management business to Stifel Financial Corp.

Represented Barclays plc in connection with the sale of its direct market making business on the N.Y.S.E. to Global Trading Systems.

Represented Harvest Partners in connection with its acquisition of New Flyer Holdings Corp.

Represented First Republic Bank in connection with its acquisition of First Signature Bank & Trust Company.

Represented Allegion, plc in connection with its acquisition of Zero International Inc.

Represented Barry Callebaut AG in connection with its divestiture of Brach’s Confections, Inc.

Represented Harvest Partners in connection with its acquisition of Communications Supply Corporation.

Represented The First American Corporation in connection with its acquisition of DealerTrack, Inc.

Represented Global Power Equipment Group Inc. in connection with its acquisition of Williams Industrial Services Group.

Represented Consorcio Comex S.A. de C.V. in connection with its acquisition of Professional Paint, Inc.

Represented Lehman Brothers Merchant Banking in connection with its acquisition of Hunter Fan Company.

Represented Callidus Capital Management, LLC in connection with its sale to Allied Capital Corporation.

Represented Quad-C Management, Inc. in connection with its acquisition of Lexicon Marketing International Inc.

Represented Custom Chemicals Corporation in connection with its sale to Wind Point Partners.

Represented Communications Supply Corporation in connection with its acquisition of Calvert Wire & Cable Corporation.

Represented Central Asian Industrial Holdings N.V. in connection with its divestiture of Chaparral Resources, Inc.

Represented Nordic Capital in connection with its acquisition of Handicare AS.

Represented Deutsche Bank, AG in connection with its divestiture of IT Partners, Ltd.

Represented Deutsche Bank, AG in connection with its sale of certain private equity holdings to Landmark Partners and Credit Suisse First Boston.

Represented EchoStar Communications Corporation in connection with its satellite TV joint venture with MVS Comunicaciones.

Represented Great Basin Transmission, LLC in connection with its transmission line joint venture with NV Energy, Inc.

Represented EchoStar Communications Corporation in connection with its World Digital Media Group, L.L.C. joint venture with RadioShack Corporation and SIRIUS Satellite Radio.

Represented Global Power Equipment Group Inc. in connection with its restructuring.

Represented Deutsche Bank Trust Company Americas in connection with the $90 million restructuring of Sunrise Medical, Inc.

Represented LF Beauty Inc. in connection with its $76 million acquisition of Added Extras, LLC.

Represented Bonduelle USA in connection with its $63 million acquisition of the frozen vegetable assets of Allens Inc.

Represented Doughty Hanson & Co. in connection with the restructuring of its US operations. Securities

Represented Visa International in connection with its $17.9 billion initial public offering, the largest initial public offering in US history and the fourth largest worldwide initial public offering in history.

Represented Credit Suisse Securities (USA) LLC, UBS Securities LLC and Itaú USA Securities, Inc., as underwriters, in connection with the $4.1 billion initial public offering of OGX Petróleo e Gás Participações S.A.

Represented WellPoint, Inc. in connection with its $2.7 billion senior notes offering.

Represented The Williams Companies, Inc. in connection with its $1.5 billion note exchange offering.

Represented Colony Capital LLC in connection with its formation of Colony Investors VII, L.P., a $1.1 billion private equity real estate fund.

Represented Starwood Capital in connection with its formation of Starwood Capital Global Hospitality Fund II, a $965 million private equity hospitality fund.

Represented Peninsula Gaming Partners, LLC in connection with its $545 million senior notes offering.

Represented The Williams Companies, Inc. in connection with its $300 million convertible debentures offering.

Represented New Flyer Holdings Corp. in connection with its $200 million initial public offering of income deposit securities, the first cross-border IDS offering of a company with its primary business operations in Canada.

Represented Deutsche Bank Securities Inc., as backstop purchaser and investor, in connection with the $187 million rights offering of Hays-Lemmerz International Inc.

Represented iPayment, Inc. in connection with its $84 million initial public offering.

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