Jeffrey L. Rothschild Jeff's practice focuses on mergers and acquisitions and financial advisory work. He has advised clients regarding mergers and acquisitions, dispositions and general corporate issues, such as fiduciary duties analysis, disclosure philosophy and compliance with federal securities law. With experience representing both public and private clients, Jeff has handled transactions involving a range of industries, including health care, telecommunications, retail services, financial services and energy. While at his prior law firm, Jeff led the financial advisory practice which was frequently ranked in the top 15 by Corporate Control Alert in terms of number of mergers and acquisitions transactions announced. Clients included the bulge bracket, the top middle market firms, as well as the premier boutique investment banks in rendering fairness, solvency and valuation opinions. Jeffrey L. Rothschild In addition to his law career, Jeff has worked as an investment banker at J.P. PARTNER Morgan Chase & Co. He has also written a number of articles appearing in The Deal, Euromoney and other publications. In addition, Jeff frequently speaks on T +1 212 548 7086 financial advisory matters in venues such as the Practicing Law Institute and F +1 212 715 6291 American Bar Association meetings. In law school, Jeff was associate editor of the 1251 Avenue of the Americas American Criminal Law Review. 20th Floor New York, NY 10020-1104 EXPERIENCE [email protected] Selected special committee representations include the following: PRACTICES The special committee of the board of directors of GWG Holdings, Inc. in the Corporate sale by two of GWG’s executive officers of their equity ownership in GWG for Mergers & Acquisitions $25 million in cash and equity ownership in a newly created entity. Corporate Governance The special committee of board of directors of Penske Automotive Group, Private Equity Inc. in its $239 million acquisition from subsidiaries of GE Capital Global Cross-Border Transactions Holdings, LLC of a 5.5% ownership interest in Penske Truck Leasing Co., L.P. Financial Advisory Services The Special Committee of the Board of Directors of Constellation Healthcare INDUSTRIES Technologies in its sale for approximately $309 million to CC Capital. Financial Institutions The special committee of the board of directors of Apple REIT Ten, Inc. in its Healthcare $1.3 billion sale to Apple Hospitality REIT, Inc. Energy The special committee of the board of directors of Penske Automotive Group, Private Equity Inc. in its $499 million acquisition from subsidiaries of GE Capital Global Holdings, LLC of a 14.4% ownership interest in Penske Truck Leasing Co., L.P. The Conflicts Committee of the general partner of Spectra Energy Partners in connection with its $1.5 billion sale of two natural gas liquids pipelines to Spectra Energy Corp. One of the Trustees of a charitable trust that is the largest shareholder of Cargill in Cargill's publicly announced $25 billion transaction that would result in the distribution of Cargill's 64% ownership stake in The Mosaic Company to Cargill's shareholders and debt holders. The Special Committee of the Board of Directors of WPCS as it evaluated strategic alternatives that culminated in a litigated asset sale. The Special Committee of the board of directors of Mainline Management in responding to an unsolicited bid of approximately $188 million by ArcLight and Kelso for the minority public equity interests that they did not already own. Selected M&A representations include the following: McGUIREWOODS LLP | 1 Jeffrey L. Rothschild Representation of The ExOne Company (Nasdaq: XONE), a global provider of three-dimensional printing machines and 3D printed and other products, in its $575 million sale of all issued and outstanding shares of its common stock to Desktop Metal, Inc. (NYSE: DM), a company accelerating the transformation of manufacturing with an expansive portfolio of 3D printing solutions, from rapid prototyping to mass production. Representation of TruVista Surgery Center, a Michigan-based ophthalmology practice, in its partnership Sunvera Group, a management service organization providing services to ophthalmology practices across multiple specialties and backed by Ridgemont Equity Partners. Alcohol Monitoring Systems, Inc. dba SCRAM Systems®, a leading provider of technology-enabled monitoring solutions and groundbreaking offender management software for state and local judicial systems and corrections departments, in its sale to LMG Holdings, Inc., a portfolio company of The Riverside Company. Teledyne Technologies Incorporated, a leading provider of sophisticated instrumentation, digital imaging products and software, aerospace and defense electronics, and engineered systems, in its $8 billion acquisition of FLIR Systems Inc., a leading industrial technology company focused on intelligent sensing solutions for defense and industrial applications. Essentra PLC (LSE: ESNT), a global provider of specialty fiber and plastic products, in (1) its $65 million acquisition of 3C! Packaging Inc., a leading designer and manufacturer of custom folding cartons, printed literature, foil and flexible packaging and labels for the pharmaceuticals and healthcare sectors; (2) the $77 million divestiture of its Specialty Tapes business, Duraco Specialty Tapes LLC, to certain units of OpenGate Capital, a global private equity firm; and (3) the sale of its Pipe Protection Technologies business to National Oilwell Varco for approximately $48 million. Dominion Energy Inc. in its acquisition of SCANA Corp. for $13.4 billion. American Woodmark Corporation in its acquisition of RSI Home Products Inc. for approximately $1.08 billion. Stanley Furniture in the sale of substantially all of its assets to Churchill Downs LLC for approximately $16.25 million. Clondalkin, an international producer of packaging products and a portfolio company of Egeria (a European private equity fund), in the sale of Vaassen, Inc. to ProAmpac, a leading global flexible packaging company, and a portfolio company of Pritzker Group Private Capital. Badger Sportswear in its sale to CCMP. ExlService Holdings in its purchase of RPM Direct and RPM Data Solutions for approximately $74 million. Tesoro Logistics LP in its $2.5 billion acquisition of QEP Resources Inc. Teledyne Technologies Incorporated in its $171 million merger with Bolt Technology Corporation. KPMG LLP in the sale of its Acumen Technology Group to The Variable Annuity Life Insurance Company, a subsidiary of American International Group. Professional Diversity Network Inc. in its acquisition of the National Association of Professional Women Inc. Angelo Gordon in connection with its acquisition of certain securities from Taylor, Bean & Whitaker Mortgage in a 363 proceeding. McGUIREWOODS LLP | 2 Jeffrey L. Rothschild The Jean Coutu Group (PJC) in its $2.375 billion acquisition of over 1,500 drugstores comprising Eckerd's Northern and Mid-Atlantic drugstore business from J. C. Penney Company. Gibraltar Industries in its purchase of The Expanded Metal Company and Sorst Streckmetall GmbH from Clifton House Acquisition Limited, a UK- based private equity firm, for 22 million pounds sterling. WCI Steel, an integrated producer of value-added, custom steel products with a focus on custom flat-rolled steel products, in connection with its $380 million litigated sale to OAO SeverStal. Aixtron Aktiengesellschaft in its $143 million stock-for-stock cross-border merger with Genus. Selected Financial Advisory representations include the following: A bulge bracket investment bank as financial advisor to: Iberdrola in its $8.4 billion acquisition of Energy East; DRAXIS in its $255 million sale to Jubilant Organosys; RehabCare in its $101 million acquisition of Symphony Health, a subsidiary of Leucadia; Centex in the $400 million sale of Centex to Balfour Beatty; KB Home in its $811 million sale of Kaufman & Broad to PAI; Cree in its $668 million acquisition of Ruud Lighting; Eldorado in its $2.5 billion acquisition of European Goldfields; Cardinal Health in its $2.1 billion acquisition of AssuraMed; and Alaska Airlines in its $2.6 billion acquisition of Virgin American. Barclays as financial advisor to Force Protection in its $360 million litigated sale to a leading aerospace and defense company. Benchmark Capital as financial advisor to RR Media in its $242 million sale to SES S.A. Berenson as financial advisor to EnergySouth in its $510 million sale to Sempra. BMO Capital Markets Corp. as financial advisor to: Independence Realty Trust, Inc. (NYSE: IRT), a real estate investment trust that owns and operate multifamily apartment properties, in connection with its $7 billion merger with Steadfast Apartment REIT, Inc., a non-traded public real estate investment trust, to create a leading public multifamily REIT. American Zinc Recycling LLC, a leading provider of environmental services to the U.S. steel industry, in the $450 million sale of its recycling assets to Befesa S.A., a Luxembourg-based company specializing in in collection and recycle of steel dust and aluminum residues, as well as provision of other related services and logistics. Edmentum, Inc. in a strategic growth investment from The Vistria Group. Jason Industries, Inc. (Nasdaq: JASN), the parent company to a global family of manufacturing leaders, in the sale of its Metalex business within the Engineered Components segment to UPG LLC, a premier steel provider. McGUIREWOODS LLP | 3 Jeffrey L. Rothschild Adtalem Global