Steven J. Gartner Co-Chairman MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8222 F 212-728-9222

Steven J. Gartner is a partner of Willkie Farr & Gallagher LLP in New York and is Co-Chairman of the firm. Mr. Gartner is also Co-Chair of the firm’s Corporate and Financial Services Department and a member of the Executive Committee. He specializes in private equity, mergers and acquisitions and corporate governance matters. Having served for two years in the firm’s London office, Mr. Gartner continues to be active in the firm’s international practice. He has represented clients in Brazil, Hong Kong, Italy, Sweden, Switzerland, and the United Kingdom.

In the area of private equity, Mr. Gartner is actively involved in representing private equity funds and start-up companies. He has been involved in over 100 private equity transactions, ranging from $1 million to over $5 billion, including numerous leveraged buyouts of public and private companies. Mr. Gartner’s mergers and acquisitions experience includes going-private transactions, stock and asset sales, and privately negotiated and hostile transactions. He is also involved in Willkie’s extensive venture capital practice, representing funds controlled by Warburg Pincus & Co., DE Shaw and others.

Chambers USA (2010) and Chambers Global (2010) rank Mr. Gartner among the leading individuals practicing in the area of Private Equity: Buyouts in the United States.

Mr. Gartner is a member of the American Bar Association (Section on Business Law), the New York State Bar Association, the New York City Bar Association, and the New Jersey Bar Association. He is also a Director and Executive Committee member of The International Center in New York, a not-for-profit organization.

Mr. Gartner is a frequent speaker at seminars conducted by professional organizations such as the International Bar Association and the Practising Law Institute. Mr. Gartner is the co-author of "Doing Business in Europe: Before and After 1992" (New York State Bar Association, 1991) and author of "Corporate Minutes" (Bureau of National Affairs, 2009).

Mr. Gartner is frequently quoted as an expert in The Wall Street Journal on various high-profile matters with respect to corporate and financial law.

Mergers and Acquisitions -- Mr. Gartner represented:

• Cobalt Holding Company in connection with its acquisition by Automatic Data Processing, Inc.
  
  
• ev3 Inc. in connection with its $2.6 billion acquisition by Covidien plc.
  
  
• Warburg Pincus in connection with its leveraged buyout (with Silver Lake) of Interactive Data Corporation
  
  
  
• Warburg Pincus in connection with the sale of Metavante Technologies, Inc. to Fidelity National Information Services, Inc.
  
  
• FundsXpress, Inc. in connection with its sale to First Data Corp.
  
  
• The Topps Company in connection with its sale to an investment vehicle formed by Michael Eisner's The Tornante Company LLC and private equity firm Madison Dearborn Partners, LLC
  
  
• Warburg Pincus in connection with its investment in 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 as the main shareholder of Transkaryotic Therapies, Inc. (TKT) in the acquisition of TKT by Shire Pharmaceuticals Group plc. 
  
  
• Warburg Pincus and Providence Equity Partners in connection with their acquisition of Telcordia Technologies from Science Applications International Corporation (SAIC) 
  
  
• Information Holdings Inc. in connection with its acquisition by The Thomson Corporation 
  
  
• Warburg Pincus in connection with its acquisition (with Soros Private Equity) of Spheris Inc. 
  
  
• Warburg Pincus in connection with its acquisition of Polypore, Inc. from GTCR and others 
  
  
• Warburg Pincus in connection with its acquisition of TransDigm Inc. from Odyssey Partners LLC 
  
  
• Eagle Family Foods, Inc. in connection with its sale to J.M. Smuckers Co.
  
  
• Warburg Pincus in connection with its going-private transaction involving The Cobalt Group 
  
  
• Warburg Pincus in connection with its acquisition of Medical Staffing Network, Inc. 
  
  
• Securitas AB in connection with its acquisition of Pinkerton’s, Inc. 
  
  
• Unilab Corporation in connection with its sale to Kelso Partners 
  
  
• Country Road Communications in connection with the acquisition of various rural telephone companies 
  
  
• Medical Resources, Inc. in connection with the sale of its StarMed staffing business to RehabCare Group, Inc. 

Mr. Gartner has also acted as counsel to numerous investment banks and financial advisors in connection with various mergers and acquisitions transactions.

Corporate Governance -- Mr. Gartner has advised various public companies on issues of corporate governance and fiduciary duties, including:

• Hampshire Group, Limited 
  
  
• The Topps Company, Inc. 
  
  
• Medical Staffing Network Holdings, Inc. 
  
  
• Party City Corporation 
  
  
• Unilab Corporation 
  
  
• Medical Resources, Inc. 
  
  
• TheraTX, Incorporated 
  
  
• Xomed Surgical Products 
  
  
• Eagle Family Foods, Inc. 
  
  
• Information Holdings Inc. 
  
  
• MFS Communications Company, Inc.

Special Committees -- Mr. Gartner represented the Special Committees of:

• The Smith & Wollensky Restaurant Group in connection with its sale to Bunker Hill Capital
  
  
• Juniper Financial in connection with a proposed financing from its controlling stockholders 
  
  
• Railworks in connection with a proposed management-led leveraged buyout 
  
  
• Sbarro’s in connection with a going private transaction 
  
  
• MCSI in connection with a proposed transaction with an affiliate 
  
  
• USA Detergents in connection with a joint venture with Church & Dwight Co. 

Private Equity -- Mr. Gartner represented:

• Warburg Pincus in connection with the launch of its partnership with Constitution Medical Investors, Inc.
  
  
• Investors in connection with National City Corporation’s $7 billion capital raise
  
  
• Carrix Inc. in connection with its sale of a minority stake by affiliates of Goldman Sachs & Co.
  
  
• Warburg Pincus in connection with its acquisition of Aramark
  
  
• Warburg Pincus in connection with its acquisition with TPG of The Neiman Marcus Group 
  
  
• Providence Equity Partners and Warburg Pincus in connection with their acquisition of Telcordia Technologies 
  
  
• Warburg Pincus in connection with its acquisition of Polypore, Inc. 
  
  
• Warburg Pincus in connection with its acquisition of TransDigm Inc. 
  
  
• DE Shaw in connection with various private equity transactions 
  
  
• MedAssets Inc. in connection with its formation, several rounds of venture capital financing and several acquisitions 
  
  
• Warburg Pincus in connection with investments in various companies, including Allos Therapeutics, Inc., Neurogen Corporation, Altus Pharmaceuticals, Ev3 Inc., Inspire Pharmaceuticals, Inc., Microvena Corp., Endicore Medical Incorporated, Nyfix, Inc., The Medicines Company, WebGain, Inc., Apex Online Learning, Inc., FundsExpress, Workscape, Systinet, Inc., Kyphon, Inc., Surx, Microtherapeutics, Apar Holding, Wall Street Systems, and several follow-on rounds for existing portfolio companies  
  
  
• The Prudential Insurance Company in connection with its investments in Country Road Communications, Inc., Regent Communications, Air-Serv Holding and others 
  
  
• Insight Capital Partners in connection with its investments in various companies 

Representative Public Offerings -- Mr. Gartner represented:

• MedAssets Inc. in connection with its initial public offering
  
  
• Eurand N.V. in connection with its initial public offering
  
  
• TransDigm Group Inc. in connection with its initial public offering 
  
  
• The underwriters in connection with the initial public offering and follow-on offerings of Ev3, Inc.
  
  
• Medical Staffing Network Holdings Inc. in connection with its initial public offering 
  
  
• The underwriters in connection with the initial public offering of American Medical Systems, Inc. and a follow-on offering 
  
  
• The underwriters in connection with the initial public offering of Transition Systems, Inc. (provider of clinical and financial decision support systems for hospitals and other healthcare institutions) 

• Information Holdings, Inc. in connection with its initial public offering and follow-on offerings