Jordan A. Messinger

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8799
F 212 728 9799
jmessingerwillkie.com

Jordan A. Messinger has extensive experience advising public and private entities, boards of directors, compensation committees, management teams, and individual executives regarding complex executive compensation and employee benefit matters, including tax, securities law, accounting and corporate governance.

Jordan regularly represents both employers and management teams in complex negotiations, including in negotiations of partnership agreements and in connection with large change in control transactions (including, LBOs, M&A transactions, bankruptcies and restructurings, asset sales, and financings). He also has extensive experience in designing, negotiating, drafting and implementing cutting edge plans, programs and policies for compensating, attracting and retaining key executives, employees, partners and board members, including employment, severance, retention, change-in-control, deferred compensation, and equity plans and agreements.

Jordan frequently advises hedge fund managers, private equity sponsors, and other investment advisors in designing, negotiating, and implementing complicated compensation, and deferral plans, policies, and arrangements designed to meet the specific needs and objectives of their businesses and/or professionals.

Jordan also works regularly with public companies to prepare executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other information statements in connection with corporate transactions and periodic filings.

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Highlights

Jordan A. Messinger has extensive experience advising public and private entities, boards of directors, compensation committees, management teams, and individual executives regarding complex executive compensation and employee benefit matters, including tax, securities law, accounting and corporate governance.

Jordan regularly represents both employers and management teams in complex negotiations, including in negotiations of partnership agreements and in connection with large change in control transactions (including, LBOs, M&A transactions, bankruptcies and restructurings, asset sales, and financings). He also has extensive experience in designing, negotiating, drafting and implementing cutting edge plans, programs and policies for compensating, attracting and retaining key executives, employees, partners and board members, including employment, severance, retention, change-in-control, deferred compensation, and equity plans and agreements.

Selected Significant Matters

Jordan was recently involved in the employee benefits aspects of the following matters:

  • MetLife, Inc. in the pending sale of its U.S. Retail advisor force – the MetLife Premier Client Group (MPCG) – to Massachusetts Mutual Life Insurance Company
  • AssetMark, Inc. in its pending sale to Huatai Securities
  • Insight Venture Partners in its acquisition of Diligent Corporation
  • Zurich Insurance Group in its acquisition of Rural Community Insurance Services (RCIS) from Wells Fargo for up to $1.05 billion
  • Palms Casino Resort in its pending sale to Station Casinos, which is operated by Red Rock Resorts
  • Bloomberg in its pending acquisition of Barclays Risk Analytics and Index Solutions
  • Assurant in the $940 million sale of its employee benefits business to Sun Life Financial
  • Centerbridge Partners in its acquisition of Superior Vision Corporation
  • Mueller Industries, Inc. and Atlas Holdings LLC in the acquisition of Tecumseh Products
  • Aquiline Capital Partners and Genstar Capital in their acquisition of Ascensus from J.C. Flowers
  • Insight Venture Partners in its control investment in Virgin Pulse and Virgin Pulse in connection with its subsequent acquisitions of ShapeUp and Global Corporate Challenge
  • BB&T Insurance Holdings Inc., a subsidiary of BB&T Corporation, in its deal to significantly increase its partnership interest in AmRisc, LP and in BB&T Corporation’s related deal to sell American Coastal Insurance Company to certain members of the AmRisc management team
  • Time Warner and Turner Broadcasting, Inc. in Turner Broadcasting’s acquisitions of iStreamPlanet and the Bleacher Report
  • Level 3 Communications, Inc. in its acquisition of tw telecom in a stock- and-cash transaction valued at approximately $7.2 billion
  • Auxilium Pharmaceuticals, Inc., in its $2.6 billion acquisition by Endo International plc
  • Aquiline Capital Partners in its acquisitions of LenderLiveNetwork, Inc. and Wellington Insurance Group
  • Genstar Capital LLC in its acquisitions of Case Interactive Media, Inc./Asset International and Mercer Advisors
  • Victory Capital Management Inc. in its acquisition of Munder Capital Management and pending acquisition of RS Investments
  • Ryerson Holding Corporation in its initial public offering
  • Insight Venture Partners in its $250 million investment in Campaign Monitor
  • A consortium of private equity and financial investors, including RedBird Capital Partners, The Stephens Group, and Jordan/Zalaznick Advisers, Inc., in their acquisition of Cequel Data Centers, LLC, the parent company of TierPoint, LLC
  • Motus Integrated Technologies, an affiliate of Atlas Holdings LLC, in its acquisition of the headliner and sun visor business of Johnson Controls, Inc. in North America and Europe
  • Senior management of Sedgwick Claims Management Services, Inc. in connection with the acquisition by KKR of majority ownership of Sedgwick for approximately $2.4 billion
  • iParadigms, LLC, creators of Turnitin, in connection with its sale to Insight Venture Partners and GIC, Singapore's sovereign wealth fund, for approximately $752 million
  • Warburg Pincus and JHP Pharmaceutical LLC in sale of JHP to Par Pharmaceuticals for approximately $490 million
  • Private equity firms Aquiline Capital Partners LLC and Genstar Capital LLC in their acquisition of Genworth Financial, Inc.’s Wealth Management business
  • Kenneth Cole in his merger agreement to take Kenneth Cole Productions, Inc. private
  • Loral Space & Communications Inc. in the sale of its satellite manufacturing unit, Space Systems/Loral, to MacDonald, Dettwiler and Associates Ltd.
  • J.Crew Group Chairman and CEO Millard Drexler as part of the buying group in the $3 billion acquisition of J.Crew
  • Tornier, N.V. in its initial public offering

Selected Professional and Business Activities

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

Jordan has published "Liability of Private Equity Fund Portfolio Company for ERISA Liabilities of Other Portfolio Companies" in the Commercial Lending Review, Vol. 23, No. 3.

Publications / News / Events

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