Mark A. Cognetti Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8968 F 212-728-9968

Mark A. Cognetti is a partner in the Corporate and Financial Services Department of Willkie Farr & Gallagher LLP in New York. Mr. Cognetti specializes in private equity, mergers and acquisitions, public offerings, and general corporate and securities law matters. He served for three years in the firm’s office in Milan, Italy, and continues to be active in the firm’s international practice.

In the area of private equity, Mr. Cognetti is actively involved in representing private equity funds and start-up companies. He has been involved in a number of private equity and venture capital transactions, including the leveraged acquisitions of Chronic Care Solutions, Inc., MPTC Holdings, Inc., Spheris Inc., NV Multikabel and Telcordia Technologies, Inc. His mergers and acquisitions experience includes going private transactions, stock and asset sales, and privately negotiated transactions.

In addition, Mr. Cognetti is actively involved in representing debtors and purchasers in Chapter 11 cases and non-judicial restructurings, as well as investors in enterprises or assets in distressed situations.

Mr. Cognetti represents both issuers and underwriters in public offerings and private placements. He also advised various companies on issues of corporate governance and fiduciary duties.

• Warburg Pincus in connection with its acquisition of Lifecore Biomedical Inc.
  
  
• Soros Fund Management LLC in the $2.8 billion investor consortium acquisition of ConAgra Trade Group from ConAgra Foods, Inc.
  
  
• Teksid Aluminum in the asset sale by its parent company, TK Aluminum Ltd., to Tenedora Nemak, a transaction valued in excess of $500 million
  
  
• Warburg Pincus in connection with its investment in, and recapitalization of, Builders First Choice, a public company that is a leading manufacturer and supplier of home building products
  
  
• Warburg Pincus in connection with its acquisition of Dutch cable operator NV Multikabel from German cable group PrimaCom AG
  
  
• Warburg Pincus in connection with its acquisition and merger of Chronic Care Solutions Inc. and MPTC Holdings Inc.
  
  
• Warburg Pincus in connection with its investment (in connection with Providence Equity Partners) in Telcordia Technologies
  
  
• Warburg Pincus in connection with its acquisition (with Soros Private Equity) of Spheris Inc.
  
  
• An investment group including Questor Partners and J.P. Morgan Capital Partners in its acquisition of the aluminum engine business of the Fiat group
  
  
• Unilab Corporation in connection with its sale to Kelso Partners

Mr. Cognetti has also acted as counsel to investment banks and financial advisors in connection with various mergers and acquisition transactions.

Representative Public Offerings and Private Placements – Mr. Cognetti represented:

• Virtual Radiologic Corporation in connection with its initial public offering of common stock
  
  
• Eurand N.V. in connection with its initial public offering of common shares
  
  
• The underwriters in connection with the initial public offering of Molecular Insight Pharmaceuticals, Inc.
  
  
• The underwriters in connection with the follow on offering of Coeur D’Alenes Mines Corporation
  
  
• The underwriters in connection with the initial public offering of Medcath Corporation
  
  
• The underwriters in connection with a follow on offering of Albany Molecular Research
  
  
• TK Aluminum Luxembourg Sarl, SCA in connection with its offering of €240 million senior notes
  
  
• BSN Glasspack in connection with its offering of €160 million senior subordinated notes
  
  
• Spheris Inc. in connection with its offering of $125 million senior subordinated notes

Private Equity -- Mr. Cognetti represented:

• TPG Capital and Leonard Green & Partners in their announced acquisition of a controlling stake of the Palms Casino Resort in exchange for the contribution of their affiliates’ approximately $440 million in secured debt of the Las Vegas property
  
  
• Investors in connection with National City Corporation’s $7 billion capital raise
  
  
• Warburg Pincus in connection with its investment in Neurogen Corporation
  
  
• Warburg Pincus in connection with its investment in Inspire Pharmaceuticals, Inc.
  
  
• Warburg Pincus in connection with its acquisition of Spheris Inc.
  
  
• Warburg Pincus in connection with its acquisition (with Providence Equity Partners) of Telcordia Technologies
  
  
• Questor in connection with its acquisition (with J.P. Morgan Capital Partners, AIG and Private Equity Partners SpA) of the aluminum casting business of the Fiat group

Mr. Cognetti has represented Warburg Pincus in connection with investments in various other companies and follow-on rounds for existing portfolio companies.