Laura L. Delanoy Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8662 F 212-728-9662

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Laura L. Delanoy is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York.  Ms. Delanoy specializes in mergers and acquisitions, debt and equity financings, corporate governance advice, private equity and venture capital investments, and general corporate and securities law.

Mergers and Acquisitions – Ms. Delanoy has represented: the Special Committee of the Board of Directors of Taro Pharmaceutical Industries Ltd. in connection with Sun Pharmaceutical Industries Ltd.’s going-private offer; Level 3 Communications in its acquisitions of Global Crossing Limited and Broadwing Corporation; CowenGroup in its acquisition of LaBranche & Co., and Ramius LLC in its business combination with Cowen Group, Inc.; MJC Associates in its sale to Evercore Partners; Atlas Holdings in its acquisition of Weyerhaeuser Co.’s Trus Joist commercial division and Atlas Holding and Blue Wolf Capital in their acquisition of Finch Paper and the simultaneous partial disposition of woodlands to The Nature Conservancy and hydrofacilities to Brookfield Power; Integra LifeSciences Corporation in its acquisition of IsoTis, Inc.; Scientific Games, Inc. in its acquisition of Oberthur Gaming; Macklowe Property in connection with its bid to acquire Reckson Associates Realty Corp.; Oriole Partnership (comprised of Essex Property Trust, UBS Wealth Management and AEW) in connection with its bid to acquire The Town and Country Trust; Eon Labs, Inc. in its sale to Novartis AG in connection with the Hexal AG merger; Simon Property Group in its bid to acquire Taubman Centers, Inc.; and Peter Kiewit Sons’, Inc. in its spin-off of Kiewit Materials Company.

Capital Markets – Ms. Delanoy has represented: Level 3 Communications, Inc. in offerings of senior notes, convertible notes and common stock; Cowen Group, Inc. in an offering of its common stock; Goldman Sachs, Lehman Brothers, and Merrill Lynch & Co. in connection with the initial public offering and secondary offerings of Brookdale Senior Living, Inc.; Ventas, Inc. in offerings of senior notes, convertible notes and common stock; Eon Labs, Inc. in connection with its initial public offering and follow-on offerings; Deutsche Bank Securities in follow-on equity offerings of Coeur D'Alene Mines Corporation and Inspire Pharmaceuticals, Inc. and various senior debt offerings by Lennar Corporation.

Financial Advisor Representations – Ms. Delanoy has represented: Centerview Partners in Ventas, Inc.’s $7.4 billion acquisition of Nationwide Health Properties, Inc.; Credit Suisse in Novartis AG’s $12.9 billion acquisition of Alcon, Inc.; Merrill Lynch & Co. in connection with Gilead Sciences, Inc.’s acquisition of CV Therapeutics, Inc. and Boston Scientific’s acquisition of Guidant, Inc.; and Peter J. Solomon Company in connection with Phillips-Van Heusen Corporation’s proposed acquisition of Tommy Hilfiger B.V., Walgreen Co.’s acquisition of Duane Reade Holdings Inc., Tween Brands, Inc.’s merger with Dress Barn, Inc., and The J.Jill Group’s sale to Talbot’s Inc.

Private Equity – Ms. Delanoy has represented DLJ Merchant Banking Partners in its investment (as lead investor) in Landis+Gyr Holdings AG; Warburg Pincus LLC in connection with numerous investments and dispositions, including ev3 LLC, Artesia Technologies, DirectAdvice, Martquest and Booknet Limited; Ospraie Advisors in its investments in Water Standard (CI) LP and Winergy LLC; The FeedRoom, Inc. in multiple rounds of financing; Connectmed.com in multiple rounds of financing; and Senior Whole Health in a recapitalization and financing.