Prominent Matters Recognized by clients, the media, and professional commentators as best in class, Weil’s lawyers are known for the clarity, timeliness, and effectiveness of their counsel, and as a result, have become their clients’ call of first resort for solutions to their toughest legal challenges. Weil’s one-firm approach ensures that the Firm works seamlessly to handle the most complex Corporate, Litigation, Regulatory, Tax, and Restructuring challenges. . Corporate “The partners and associates have their finger on the pulse on the market, the law and legal developments.” — Chambers USA “Unlike other firms, their lawyers are always looking to find solutions rather than just identifying problems in a transaction.” — Chambers Asia-Pacific Recent experience includes advising: Dow Chemical in its $130 billion merger with DuPont Verizon in its $4.4 billion acquisition of AOL Advent International and Bain Capital on a dual track process leading to the IPO of Worldpay Willis Holdings Group in its $18 billion merger with Towers Watson GE and Synchrony Financial in Synchrony’s $2.95 billion initial public offering – the largest U.S. consumer finance IPO since the financial crisis Quantum Energy Partners on the formation of its sixth private equity fund with $4.45 billion of equity capital commitments Facebook in its $19 billion acquisition of WhatsApp Baring Private Equity Asia in its $3 billion Giant Interactive Group take-private deal The underwriters in the IPO of CBS Outdoor Americas Intel in its $16.7 billion definitive agreement to acquire Altera Corporation CEC Entertainment in its $1.3 billion take private by Apollo Global Management Principal shareholders of Spanish cable company Grupo Corporativo Ono on the €7.2 billion sale of Ono to Vodafone Group Avolon in its $7.6 billion sale to Bohai Leasing Kinder Morgan in its $76 billion acquisition of KMP, KMR and EPB Hahn & Co. in, together with Hankook Tire Co. Ltd. (South Korea), the $3.6 billion acquisition of an approximately 70% equity stake in Halla Visteon Climate Control Corp.

(South Korea) DIRECTV in its $67.1 billion acquisition by AT&T General Electric in its strategic plan to sell most of GE Capital’s assets Oracle in its $5.3 billion acquisition of MICROS Systems Apollo Global Management on largest U.S. CLO transaction since 2007 and on European CLOs WPX Energy in its $2.75 billion acquisition of RKI Exploration & Production, LLC Providence Equity Partners on its first African Investment (Helios Towers Africa, leading telecoms tower operator in Africa) Business Finance & Restructuring Recent experience includes advising: Ad Hoc Creditors’ Committee in negotiations with Ukraine for the restructuring of 14 sovereign and sovereign-guaranteed Eurobonds The Great Atlantic & Pacific Tea Company, Inc. (A&P) in its chapter 11 case “The preeminent bankruptcy firm in the USA with a full complement of expertise and an understanding of the pragmatics and dynamics of how cases work.” — Chambers USA Significant creditor interests in connection with the debt issued by Puerto Rico and its public corporations “They have the ability to put up a formidable team on large and wide-ranging cases.” — Chambers Europe Chassix Holdings and its subsidiaries in their $700 million capital restructuring Endeavour International and its subsidiaries in its chapter 11 cases Barclays Bank on the £1.5 billion restructuring of the General Healthcare Group National Public Finance Guaranty Corporation in the City of Stockton, California’s and City of San Bernardino, California’s chapter 9 bankruptcy cases Lehman Brothers in its chapter 11 bankruptcy The KPMG Administrators of MF Global UK in a landmark settlement of the MF Global group’s pension liabilities The Financial Guaranty Insurance Company in connection with the chapter 9 bankruptcy case filed by the City of Detroit, Michigan AMR Corporation, parent company of American Airlines, in its chapter 11 process and emergence from bankruptcy, as well as its subsequent merger with US Airways .

Litigation “Excellent work product, very responsive, very professional and great partners — they work with us to help us achieve our business objectives.” — Chambers USA “They have the depth to provide the highlevel antitrust advice we need.” — Chambers USA “Our go-to for bet-the-company cases.” — Chambers USA “The practice is impressive in litigation and international arbitration.” — Chambers Europe Recent experience includes advising: Schindler Elevator Corp. when the U.S. District Court for the Southern District of New York granted Schindler’s motion for summary judgment in a qui tam False Claims Act case closing a 10-year-old litigation that had twice been appealed up to the Second Circuit and once to the U.S. Supreme Court Vivendi in defeating a $57 million suit brought by Southeastern Asset Management in which the judge granted Vivendi’s motion for summary judgement, this was the largest shareholderclaimant in one of the few securities fraud class actions to be tried to judgment Affiliates of Farmers Insurance when a Florida federal court dismissed the lead complaint, with prejudice, brought against Farmers and more than two dozen other insurance companies. This decision dismissed claims based on allegations similar to those contained in approximately 20 other cases in a consolidated multi-district litigation in Florida accusing insurers of conspiring to manipulate car repair costs Michael Foods, Inc., in a federal multidistrict antitrust litigation encompassing two nationwide class actions and more than ten individual lawsuits, obtaining a victory when the Court denied plaintiffs’ motion to certify a massive class of consumers that purchased eggs – seeking more than $7 billion in damages lululemon athletica in the Court of Appeals for the Second Circuit affirming the dismissal of all claims in securities class action litigation brought against the company after it pulled certain merchandise from stores due to an unacceptable level of sheerness Elite Model Management in a nationwide collective and New York class action involving whether unpaid interns are “non-employees” exempt from the minimum wage Simon & Schuster in securing the dismissal in a putative antitrust class action filed by a group of independent bricks-and-mortar bookstores against S&S, other major e-book publishers, and Amazon.com, alleging claims of unlawful agreements and monopolization in violation of the Sherman Antitrust Act Littlewoods group in a landmark victory in its long-running dispute with HMRC concerning interest on overpaid VAT.

The High Court judgment held that Littlewoods’ claims, worth approximately £1.25 billion, succeed in full and remains one of the largest money judgments ever handed down by the English courts Procter & Gamble in a Florida Federal Court dismissing the claims of 62 plaintiffs, after six years of litigation, in a products liability multi-district litigation in which hundreds of plaintiffs alleged that their use of Fixodent denture cream caused neurologic injury CBS Broadcasting Inc. in a definitive landmark victory when the U.S. District Court for the Middle District of Tennessee granted the dismissal with prejudice of a putative class action relating to the broadcast of college sports games Marsh & McLennan in a summary judgment victory in a dispute with two former executives that provides guidance for companies as to how they may conduct internal investigations against a backdrop of government regulatory and criminal investigations Tax, Executive Compensation & Benefits Our Tax, Executive Compensation & Benefits Department is fully integrated with the Firm’s other practices.

Lawyers in this department provide intelligent and innovative advice on the most complex deals, as well as on high-profile restructurings and workouts, financing arrangements, capital markets transactions and other matters. Recent experience in this area includes providing tax, benefits and executive compensation advice to: Two portfolio companies of CCMP Capital Advisors on their $164 million and $286 million IPOs “A very knowledgeable tax group that represents very significant clients.” — Chambers USA Verizon in its $4.4 billion acquisition of AOL “They are very sharp, knowledgeable about tax arcana, extremely professional, smart and forward-thinking.” — Chambers USA The Great Atlantic & Pacific Tea Company in its chapter 11 case “The service is top-quality. The lawyers are insightful and diligent, and analyse matters thoroughly.” — Chambers Europe Quantum Energy Partners on the formation of its sixth private equity fund with $4.45 billion of equity capital commitments .

weil.com BEIJING BOSTON BUDAPEST DALLAS DUBAI FRANKFURT HONG KONG HOUSTON LONDON MIAMI MUNICH NEW YORK PARIS PRAGUE PRINCETON PROVIDENCE SHANGHAI SILICON VALLEY WARSAW WASHINGTON, DC Weil, Gotshal & Manges LLP Copyright © 2016 by Weil, Gotshal & Manges LLP These materials may contain attorney advertising. Prior results do not guarantee a similar outcome. . .