Jeffrey R. Poss Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8536 F 212-728-9536

Jeffrey R. Poss is a partner in the Corporate and Financial Services Department and Chair of the Venture Capital Practice Group of Willkie Farr & Gallagher LLP in New York. Mr. Poss specializes in mergers and acquisitions and private equity/venture capital transactions, and provides general corporate and corporate governance advice to senior management and boards of directors of both public and privately held entities.

Mr. Poss regularly represents acquirers, targets and sponsors in public and private merger/acquisition transactions in multiple industries. He advises issuers in connection with angel and institutional private placements, and venture capital and private equity investors in connection with all stages of investments and types of financings from angel rounds to LBOs. Mr. Poss has extensive experience representing Chapter 11 debtors in connection with asset dispositions, and investors in connection with distressed debt and equity investments.

Mr. Poss’ recent representations include:

• Clear2Pay in its acquisitions of ISTS Worldwide and Lexcel Solutions;
  
  
• GFI Group in connection with numerous strategic acquisitions and investments, including its investment in Bonds.com Group;
  
  
• Private equity firm Aquiline Capital in numerous investments including Clear2Pay, Wright Risk, TigerRisk Partners, Structured Credit Holdings plc and other transactions;
  
  
• Private equity-backed Trantech Radiator Products in its sale to private equity firm Industrial Opportunity Partners;
  
  
• WRM America in its acquisitions of RMI Consulting and Fidelity National Financial’s flood insurance business;
  
  
• Natixis Securities as financial advisor to Deerfield Capital in its acquisition of CIFC;
  
  
• Broadview Networks in its acquisitions of Eureka Broadband Corporation and ATX Communications;
  
  
• Private equity firm Buckingham Capital in its leveraged buyouts of the SRC division of Magnesium Aluminum Corporation and Rossborough Supply Company, the Automation division of Remmele Engineering, CPAC, Inc./The Fuller Brush Company, Isochem Inc. (VandeMark), Trantech Radiator Products, Process Equipment and Rostra Tool;
  
  
• Private equity firm Warburg Pincus in numerous technology-related and media company investments;
  
  
• Wright Medical Group in connection with numerous strategic acquisitions and financings;
  
  
• Cleartel Communications in its acquisition of Supra Telecommunications and its sale to Birch Communications;
  
  
• WebmediaBrands Corp (formerly Jupitermedia) in connection with the sales of JupiterImages (to Getty Images) and JupiterResearch (to JupiterKagan, Inc.), Search Engine Strategies and ClickZ and numerous acquisitions including Mediabistro, Workbook, Animation Factory, Comstock Images, Creatas/Dynamic Graphics and PictureArts;
  
  
• Warburg Pincus in the sale of Bacchus Vascular to Covidien;
  
  
• Warburg Pincus in Camp Systems’ acquisition of the maintenance tracking division of Cessna Aircraft;
  
  
• CPAC Inc. in the sales of CPAC Imaging (US) and CPAC Imaging (Europe) to Fujifilm Hunt Chemicals;
  
  
• SDI Media in its sale to Elevation Partners;
  
  
• Big 10 Tire in its sale to Sun Capital Partners;
  
  
• Institutional Shareholder Services Inc. in its sale to RiskMetrics Group;
  
  
• OnTargetJobs in connection with numerous acquisitions of online job boards;
  
  
• Warburg Pincus in connection with the sale of Spinecore, Inc. to Stryker Corporation.

The restructuring and reorganization transactions on which Mr. Poss has advised include: Centerbridge Partners in its equity sponsor investment in Chapter 11 debtor Dana Corporation; Broadview Networks in its 363 asset acquisition from Lightwave Communications; Petroleum Geo-Services ASA in its Chapter 11 restructuring and recapitalization and related spinoffs including Petrojarl ASA; National Energy & Gas Transmission in its Chapter 11 restructuring and pipeline and power plant asset sales; the ad hoc committee of bondholders in the restructuring of iesy Hessen GmbH; Angelo Gordon & Co. in connection with the Chapter 11 restructuring of Exide Technologies; and Millicom International Cellular in its out-of-court debt restructuring.

Mr. Poss practiced in the firm’s London office for two years and remains active in the firm’s international practice.

Mr. Poss is a member of the American Bar Association and the New York State Bar Association.

Mr. Poss is the relationship partner for Willkie’s pro bono representation of Lincoln Center for the Performing Arts.