Financial Services

Willkie has an extensive history in all aspects of the financial services industry, representing U.S. and international banks, credit card companies, private equity funds, hedge funds, investment firms and advisers, as well as other financial institutions.

Willkie has an extensive history in all aspects of the financial services industry, representing U.S. and international banks, credit card companies, private equity funds, hedge funds, investment firms and advisers, as well as other financial institutions.

Antitrust and Competition

  • MasterCard: Represent MasterCard in the settlement of the interchange-fee class actions, the disputes regarding that settlement, and the numerous opt-out cases.  The interchange-fee litigation has been described as the largest in the history of the Sherman Act.

    Silver Lake Technology Management: Represent Silver Lake Technology Management in defense of a putative class action brought by shareholder plaintiffs who claim that various private equity firms conspired to constrain the share price of public companies purchased through a leverage buy out.

    Warburg Pincus: Represent Warburg Pincus in numerous matters relating to antitrust litigation, counseling, and compliance.
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Asset Management Mergers & Acquisitions

  • Aberdeen Asset Management: Represented London-based Aberdeen Asset Management PLC in the following transactions:

    • Arden Asset Management: Represented Aberdeen in its agreement to acquire Arden Asset Management, a hedge fund solutions provider.
    • Artio Global Investors Inc.: Represented Aberdeen in its acquisition of Artio Global Investors for $175 million.
    • FLAG Capital Management, LLC: Represented Aberdeen in its agreement to acquire FLAG Capital Management, a manager of private equity and real asset solutions.

    Colony Capital/NorthStar: Represented Colony Capital, Inc. in its $17 billion merger of equals with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. to create Colony NorthStar, Inc., with $58 billion of assets under management.

    Cowen Group, Inc.: Represented Cowen, a leading diversified financial services firm, in the following transactions:

    • CEFC China: Represented Cowen in a $100 million equity investment (and $175 million debt financing) by CEFC China.
    • Concept Capital Markets: Represented Cowen in its agreement to acquire Concept Capital Markets, a leading independent provider of prime brokerage services.
    • Conifer Securities: Represented Cowen in its agreement to acquire Conifer Securities the prime services division of Conifer Financial Services LLC.
    • Convergex: Represented Cowen in its acquisition of Convergex, a leading agency-focused global brokerage and trading related services provider, from private equity firm GTCR, Bank of New York Mellon and other equity holders for $116 million.
    • CRT Capital: Represented Cowen in its acquisition of CRT Capital’s credit products, credit research, special situations and emerging market units.
    • Dahlman Rose & Co.: Represented Cowen in its acquisition of Dahlman Rose & Co., a privately held investment bank specializing in the energy, metals and mining, transportation, chemicals and agriculture sectors.

    Deutsche Bank Asset & Wealth Management: Represented Deutsche Bank Asset & Wealth Management in the following transactions:

    • iCapital Network: Represented Deutsche in its agreement to sell its US Private Equity Access Fund Platform to iCapital Network.
    • Raymond James Financial: Represented Deutsche in its agreement to sell its U.S. Private Client Services unit to Raymond James Financial.

    Ivory Investment Management/Affiliated Managers Group: Represented Ivory Investment Management, a U.S.-based hedge fund manager, in its sale of a minority interest to Affiliated Managers Group.

    OppenheimerFunds/VTL Associates: Represented OppenheimerFunds in its acquisition of VTL Associates, which manages $1.7 billion for investors across eight exchange traded funds (ETFs) and its separate accounts.

    Victory Capital Management: Represented Victory Capital Management Inc. in the following transactions:

    • Compass EMP: Represented Victory in its acquisition of Compass Efficient Model Portfolios, LLC.
    • Munder Capital Management: Represented Victory in its acquisition of Munder Capital Management.
    • RS Investments: Represented Victory in its agreement to acquire RS Investments from The Guardian Life Insurance Company of America.

    Virtus Investment Partners/RidgeWorth Investments: Represented Virtus Investment Partners in its agreement to acquire RidgeWorth Investments, a multi-boutique asset management firm, as well as in the related financing.

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Finance

  • Aberdeen Asia-Pacific Income Fund, Inc.: Advised Aberdeen Asia-Pacific Income Fund, Inc. in connection with its $600 million revolving credit facility and its $200 million term loan facility.

    Bank of America: Represented Bank of America as Agent Bank for $1.5 billion financing to Host Hotels & Resorts.

    Green Tree Credit Solutions: Advised Green Tree Credit Solutions, a portfolio company of Centerbridge Partners, in connection with its $380 million senior secured financing led by Deutsche Bank and Credit Suisse.

    Walter Investment Management Corp.: Represented Walter Investment Management Corp. in acquisition of $30 billion of mortgage servicing rights from a large national depository.

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Business Reorganization and Restructuring

  • Bank of America, N.A./Patriot Coal Corporation: Represent Bank of America, N.A., as administrative agent under Patriot’s prepetition first lien credit facility, as administrative agent and letter of credit issuer under Patriot’s $302 million “second out” DIP letter of credit facility, and as a joint lead arranger and letter of credit issuer under Patriot’s $500 million “first out” DIP revolving credit and term loan facility.

    Monarch: Represented creditor Monarch (f/k/a/ Quadrangle) in the chapter 11 case of Calpine.

    Monarch Alternative Capital LP: Represented Monarch Alternative Capital LP in connection with its numerous financings, complex claims acquisitions, investment vehicle formations, swap transactions, joint ventures, distressed investment opportunities and arbitrage advice.

    Monarch Alternative Capital LP, Stonehill Capital Management LLC, Bayview Fund Management LLC, CQS ABS Master Fund Limited and CQS ABS Alpha Master Fund Limited: Represent substantial RMBS investors in connection with the chapter 11 cases of Residential Capital, LLC and its affiliated debtors (“ResCap”) and the state insurance law rehabilitation proceedings of Federal Guaranty Insurance Corporation (“FGIC”).

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Capital Markets

  • Bayerische Hypo-und Vereinsbank AG: Represented the syndicate banks led by JPMorgan and Lehman Brothers in the capital increase by way of rights issue of Bayerische Hypo- und Vereinsbank AG.

    XL Investments Ltd./Five Oaks, Oak Circle Capital Partners LLC: Represented XL Investments Ltd. in its investments in Five Oaks Investments Corp., a mortgage-based REIT.

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Corporate Matters

  • American Express: Advised with respect to customer and employee data security breaches and compliance with federal, state, and international data breach notification laws. Also advised client on GLBA, FCRA/FACT Act, CAN-SPAM, and a wide range of other federal and state data privacy and security laws in connection with the launch of many consumer products and services.

    Netspend: Provided senior executive representation on employment matters for Austin, Texas-based Netspend, a processing and marketing services provider for private and proprietary MasterCard and Visa prepaid debit cards.

    Patriarch Partners: Provided senior executive representation for Patriarch, a private equity firm specializing in the takeover of distressed manufacturers.

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Litigation and Investigation

  • Associated Community Bancorp, Inc.: Representing Connecticut-based Associated Community Bancorp, Inc. and its banking subsidiaries (together, “Associated”) in an insurance coverage dispute with St. Paul Mercury Insurance Company (“St. Paul”), Associated’s professional liability insurance carrier.

    In re Bennett Companies Investors Litigation: Represented defendant broker in a $570 million securities class action arising out of alleged accounting irregularities and Ponzi scheme at Bennett Funding.

    Citigroup: Represented the outside directors of Citigroup Inc. in Zucker v. Rubin, a shareholder derivative litigation action alleging that Citigroup’s directors breached their fiduciary duties in relation to Citigroup’s alleged manipulation of the London InterBank Offered Rate (LIBOR). We also secured a dismissal for the outside directors in Moskal v. Pandit, a shareholder derivative action arising out of Citigroup’s negative say-on-pay vote, and Brautigam v. Rubin, a stockholder derivative claim alleging fraudulent mortgage servicing practices.

    Citigroup: Obtained a victory for Citigroup Board of Directors in shareholder derivative action case involving alleged wrongdoing in connection with Citigroup’s mortgage securitization business (Warner v. Prince).

    Financial Institution’s Independent Directors: Advised the independent directors of a top ten financial institution on the review of the company's compensation policies, procedures and programs and subsequent response to a shareholder demand letter alleging that the company's director and executive compensation was based on “false economic metrics,” resulting in unjust enrichment of the executives and directors.

    First Union Securities, Inc. v. Brandes Investment Partners, L.P.: Advised defendant in arbitration before AAA in New York involving claims of improper execution of trading instructions.

    Global DirectMail v. Royal Bank of Canada: Represented Royal Bank, Canada's largest financial institution, in a contract dispute.

    Hedge Fund: Successfully represented a leading hedge fund in a trademark infringement case in federal district court and in parallel trademark opposition proceedings in the patent office against another hedge fund.

    Janus Capital Group, Inc. v. First Derivative Traders: Represented the U.S. Chamber of Commerce and submitted an amicus brief concerning the scope of an investment advisor’s liability for false statements under Section 10(b).

    Lehman Executive: Representing a former senior Lehman executive in DOJ, SEC, and Lehman bankruptcy examiner investigations stemming from Lehman’s collapse.

    Martin Act Legislation: Advising a coalition of accounting firms on the legal aspects of proposed changes to the Martin Act, a NY state securities anti-fraud statute that creates liability in the absence of scienter or causation.

    Merrill Lynch: Representing the former CFO of Merrill Lynch in multiple class action and derivative litigations and governmental investigations stemming from Merrill Lynch’s subprime announcements.

    In re MFW Shareholders Litigation: Served as defense counsel in a landmark case before Chancellor Strine of the Delaware Chancery Court, In re MFW Shareholders Litigation.

    Morgan Stanley, Zoe Cruz: Represented the former co-president of Morgan Stanley in a number of matters relating to losses suffered by the global financial services firm in connection with the sub-prime crisis, including ERISA, shareholder derivative and class action litigation, in addition to shareholder derivative litigation related to executive compensation. Willkie also represented Ms. Cruz in the board’s investigation into the matters.

    Northwater Capital Management: Representing this hedge fund in DOJ and SEC investigations relating to hundreds of millions of dollars in losses it suffered in a Ponzi scheme led by Thomas Petters in Minnesota, and in civil litigation seeking to recoup those losses.

    Public Company Investment Bank, Asset Managers: Representing a public company investment bank that is a leading asset manager of Collateralized Debt Obligations in numerous simultaneous, potentially franchise-threatening investigations into the CDO industry by the SEC, FINRA, the New York Attorney General and the Financial Crisis Inquiry Commission concerning the structuring, sale and management of various complex financial vehicles.

    Putnam Investments, Inc.: Served as counsel to Putnam in connection with internal investigations relating to accounting and financial reporting practices and related SEC and DOJ investigations.

    In re The Bear Stearns Companies Inc. Securities, Derivative, and ERISA Litigation, No. 08-CV-2793 (S.D.N.Y.): Represented Bear Stearns senior official in class actions and related matters arising out of writedowns of subprime-related financial instruments and events leading to acquisition by JPMorgan.

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Mergers & Acquisitions, PE & VC Investments, Joint Ventures and Other Business Combinations

  • Aegon/Wilton Re: Represented Aegon in its deal to sell its two largest U.S. run-off businesses, pursuant to which Aegon's Transamerica life subsidiaries will reinsure $14 billion of liabilities to affiliates of Wilton Re US Holding Inc.

    Alleghany/Pacific Compensation/CopperPoint: Represented Alleghany Corporation in the $150 million sale of Pacific Compensation Insurance Company, an underwriter of workers' compensation insurance, to CopperPoint Mutual Insurance Company.

    Allied World/Fairfax Financial: Represented Allied World in its agreement to be acquired by Fairfax Financial for $4.9 billion in cash and stock.

    Apex Group/Genstar Capital/Deutsche Bank Alternative Fund Services Business: Represented Apex Group Ltd. and Genstar Capital in Apex’s agreement to acquire the Deutsche Bank Alternative Fund Services business.

    Aquiline Capital Partners: Advised Aquiline Capital Partners, a private equity firm investing exclusively in the financial services sector, in the following transactions:

    • Fenergo: Advised Aquiline in an investment in Fenergo, the leading provider of client lifecycle management software solutions for investment banks, capital market firms and private banks.
    • LenderLive: Represented Aquiline in its acquisition of mortgage services provider LenderLive Holdings, Inc.
    • OmegaFi: Represented Aquiline in its investment in OmegaFi, the leading provider of financial, membership management, and fundraising software and support solutions for college fraternities and sororities across the United States.
    • OSG Billing Services: Represented Aquiline in its acquisition of OSG Billing Services to create an omni-channel customer communications hub.
    • Simply Business: Advised Simply Business and its shareholders (including Aquiline Capital Partners) in its agreement to acquire Simply Business, the UK’s biggest business insurance provider, and in its subsequent sale of Simply Business to Travelers.
    • Wellington Insurance Group: Represented Aquiline in its majority investment in Wellington Insurance Group, an insurance risk distribution and financial services organization.

    Asset International/Market Metrics, Matrix Solutions: Represented Genstar Capital portfolio company Asset International in its acquisition of Market Metrics and Matrix Solutions from FactSet.

    AssetMark, Inc./Huatai Securities: Advised AssetMark in its purchase by Huatai Securities from Aquiline Capital Partners and Genstar Capital, which was named “M&A Deal of the Year” at the 2017 IFLR Americas Awards.

    BB&T Corporation/Swett & Crawford: Represented BB&T Corporation in its acquisition of Swett & Crawford from Cooper Gay Swett & Crawford for $500 million in cash.  

    BISAM/Aquiline Capital Partners/FactSet: Advised BISAM Technologies S.A. and the sellers, led by Aquiline Capital Partners, in the sale of BISAM to FactSet for $205.2 million.  

    Ekkio Capital/Risk&Co: Represented Ekkio Capital in the sale of French risk consulting firm Risk&CO to Latour Capital.

    FIS/Capco: Represented Fidelity National Information Services, Inc. (FIS) in its $477 million sale of a majority stake in Capco, its management consulting business, to private investment firm Clayton, Dubilier & Rice.

    FIS/SunGard: Represented FIS in its agreement to acquire SunGard, a leading financial software company, in a deal valued at $9.1 billion.

    FIS/SunGard: Represented FIS in its agreement to sell SunGard’s Public Sector and Education businesses to Vista Equity Partners for $850 million.

    Fortress Investment Group/SoftBank Group: Represented Morgan Stanley as financial advisor to Fortress Investment Group in its $3.3 billion acquisition by SoftBank Group.

    Genstar Capital: Represented Genstar Capital in its acquisition related transactions with the following companies:

    • Apex: Represented Genstar Capital in its agreement to recapitalize independent fund administrator Apex Fund Services.
    • Case Interactive Media/Asset International: Represented Genstar Capital in its acquisition of Case Interactive Media/Asset International, a leading provider of data, information and marketing solutions to the global asset management industry.
    • Equinoxe: Represented Genstar Capital in its agreement to acquire Equinoxe Alternative Investment Services.
    • ISS: Represented Genstar Capital, in partnership with management, in its deal to acquire Institutional Shareholder Services (ISS) from Vestar Capital Partners for $720 million.
    • Mercer Advisors: Represented Genstar in its agreement to acquire a majority interest in Mercer Advisors, a leading registered investment advisor.

    GFI Group/BGC Partners: Represented GFI Group, a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, in its $778 million sale to BGC Partners.

    GFI Group/Phoenix Partners Group: Advised GFI Group, a leading intermediary and provider of trading technologies and support services to the global OTC and listed markets, in its asset acquisition from Phoenix Partners Group.

    LenderLive/Walz Group: Represented mortgage services provider LenderLive Holdings, Inc., a portfolio company of Aquiline Capital Partners, in its acquisition of Walz Group LLC, a leading provider of regulatory compliance solutions, full-cycle critical document fulfillment and Certified Mail Automation.

    Macquarie Capital/American Express: Represented Macquarie Capital as part of an investor group in the $900 million investment into the joint venture for American Express’ Global Business Travel division, in exchange for 50% ownership.

    Natixis/City of Marseille: Advised on the implementation of the City of Marseille’s €700 million EMTN program. The firm represented Natixis (as arranger and placement agent), Crédit Agricole Corporate & Investment Bank, HSBC France, Nomura and Société Génerale in the transaction.

    OSG Billing Services/Microdynamics Group: Represented OSG Billing Services in its acquisition of Microdynamics Group, a provider of integrated, multichannel transactional print and electronic solutions.  

    Rockefeller Financial Services/Gregory Fleming/Viking Global Investors: Represented Rockefeller Financial Services, Inc., the parent company of Rockefeller & Co., in a deal with financial services executive Gregory J. Fleming to form Rockefeller Capital Management (backed by Viking Global Investors LP), an independent financial services firm focused on wealth management, asset management and strategic advisory.

    Royal Bank of Scotland/Banco Santander SA: Represented Royal Bank of Scotland in the acquisition of Santander’s credit card business.

    Securitas Capital/Nascent Group: Counseled Securitas, the private equity fund sponsored by Swiss Re, on its investments in Nascent Group, a financial services group operating in Italy, Ireland and Luxembourg.

    SourceHOV Holdings, Inc./Novitex Holdings, Inc./Quinpario Acquisition Corp.: Represented SourceHOV in its $2.8 billion merger agreement with Novitex and Quinpario to form Exela Technologies. 

    Swiss Re/Compañía Aseguradora de Fianzas S.A. Confianza: Represented Swiss Re Corporate Solutions in its acquisition of a majority stake in Compañía Aseguradora de Fianzas S.A. Confianza.

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Tax

  • Eaton Vance: Served as special tax counsel to Eaton Vance on the product design and offerings (including on how its structure evolved to deal with market changes), on a new type of publicly traded investment product designed to provide the tax benefits of structured notes without the credit risk embedded in structured note products.

    Zurich Financial Services Group: Advised this Switzerland-based leading multiline insurance provider with operations in more than 170 countries on complex transactions with the following companies:

    • Farmers Group (RegCaPS): Advised Zurich on the offering of $1.25 billion of hybrid securities designed to provide subordinated capital qualifying for (i) dividends received deduction to U.S. corporate holders (i.e., equity treatment) and (ii) interest deductions to Swiss parent (i.e., debt treatment).
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