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.
Experience
- 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 in numerous matters relating to antitrust litigation, counseling, and compliance.
- 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.
- A collective of debtor-in-possession lenders to Delphi Automotive in connection with their successful $3.25 billion credit bid for Delphi and the related $1.0 billion post-emergence financing for the reorganized debtor.
- Creditor Monarch (f/k/a/ Quadrangle) in the chapter 11 case of Calpine.
- 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, the substantial RMBS investors, in connection with the chapter 11 cases of Residential Capital, LLC and its affiliated debtors and the state insurance law rehabilitation proceedings of Federal Guaranty Insurance Corporation.
- Silver Point Finance in connection with the bankruptcy of Muzak Holdings and its successful credit bid for the assets of Muzak, as well as in its role as second lien administrative agent and a lender under Muzak’s post-emergence credit facilities.
- CURO, a technology-enabled highly diversified consumer finance company, in its $690 million offering of 8.250% Senior Secured Notes due 2025, and in its secondary offering of common stock.
- FIS in the following offerings:
- its public offering of $2.5 billion of senior notes.
- its approximately US$8.2 billion (equivalent) multi-tranche senior notes offerings.
- its approximately $2.9 billion multi-tranche senior notes offering and concurrent tender offers.
- Franklin Templeton in its public offering of $750 million aggregate principal amount of 1.600% Notes due 2030.
- Insight Partners affiliates as selling stockholders in nCino’s $555 million secondary public offering of common stock (NASDAQ: NCNO).
- The underwriters in Marsh & McLennan’s $1.6 billion senior notes offering.
- Victory Capital in its $136 million secondary offering and in its $152 million initial public offering of 11.7 million common shares.
- 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 as Agent Bank for $1.5 billion financing to Host Hotels & Resorts.
- The Bank of Nova Scotia, as administrative agent, in connection with the $103 million acquisition financing facility for the acquisition of Sport Supply Group, Inc. by ONCAP.
- Deutsche Bank, as administrative agent, in connection with the Host Hotels & Resorts, L.P. U.S. and Canadian credit facilities.
- Green Tree Credit Solutions, a portfolio company of Centerbridge Partners, in its $380 million senior secured financing led by Deutsche Bank and Credit Suisse.
- Connecticut-based Associated Community Bancorp, Inc. and its banking subsidiaries in an insurance coverage dispute with St. Paul Mercury Insurance Company Associated’s professional liability insurance carrier.
- Conducted internal investigations on behalf of the Audit Committees of Bank of America’s Nations Funds, Federal Home Loan Bank of Atlanta and other financial institutions.
- In re The Bear Stearns Companies Inc. Securities, Derivative, and ERISA Litigation: 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.
- In re Bennett Companies Investors Litigation: Defendant broker in a $570 million securities class action arising out of alleged accounting irregularities and Ponzi scheme at Bennett Funding.
- 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.: Defendant in arbitration before AAA in New York involving claims of improper execution of trading instructions.
- Global DirectMail v. Royal Bank of Canada: Royal Bank, Canada's largest financial institution, in a contract dispute.
- Defended Goldman Sachs & Co. and the other underwriters of secondary offerings by Francesca’s Holdings Corporation, a nationwide women’s specialty retailer against a putative securities class action in the Southern District of New York.
- 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).
- A former senior Lehman executive in DOJ, SEC, and Lehman bankruptcy examiner investigations stemming from Lehman’s collapse.
- In re Mavenir Systems, Inc. Stockholders Litig.: Defendant Morgan Stanley in M&A litigation alleging breaches of fiduciary duties in connection with Mitel Networks Corporation’s acquisition of Mavenir Systems, Inc. in a cash and stock deal valued at approximately $560 million. Obtained dismissal of claims against Morgan Stanley.
- The former CFO of Merrill Lynch in multiple class action and derivative litigations and governmental investigations stemming from Merrill Lynch’s subprime announcements.
- 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 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.
- 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. in connection with internal investigations relating to accounting and financial reporting practices and related SEC and DOJ investigations.
- Aberdeen Asset Management in its acquisitions of ETF Securities U.S. and Hark Capital.
- Accordion, a private equity-focused financial and technology consulting firm and portfolio company of Charlesbank Capital Partners, in its acquisition of Merilytics.
- American Financial Exchange in its acquisition by 7RIDGE.
- American International Group in its agreement to sell a 76.6% interest in Fortitude RE to The Carlyle Group and Tokyo-based T&D Holdings for approximately $1.8 billion.
- AlixPartners in its acquisitions of management consulting firm, Galt & Company, and independent financial advisory and interim management firm, Zolfo Cooper.
- Alleghany Corporation on its $11.6 billion acquisition by Berkshire Hathaway.
- American Portfolios Financial Services, Inc. in its acquisition by Advisor Group, a leading network of independent wealth management firms.
- The Special Committee of the Board of Directors of AmTrust Financial Services, Inc. in AmTrust’s sale to Stone Point Capital, the CEO and the Karfunkel Family.
- Apex Group, a portfolio company of Genstar Capital and one of the world's largest fund solutions providers, in the following transactions:
- Apex Group in the acquisition of real estate service provider Retransform.
- Apex in its acquisition of Custom House, a leading global hedge fund administrator.
- Apex in its acquisition of a majority stake in FundAdminChain, a distributed ledger-based network for launching, distributing, trading and settling collective investment funds.
- Apex and Genstar in Apex’s acquisition of FundRock Management Company SA and FundRock Partners Ltd.
- Apex and Genstar in the significant minority investment by TA Associates in Apex.
- Apex in its acquisition of Warburg’s Asset Management and Servicing Business in Luxembourg.
- Aquiline Capital Partners, a private equity firm investing exclusively in the financial services sector, in the following transactions:
- Aquiline and its portfolio company Covius in connection with a strategic investment by New Residential Investment Corp. in Covius.
- Aquiline in its acquisition of OSG Billing Services to create an omni-channel customer communications hub.
- Aquiline in its acquisition of Relation Insurance Services, one of the largest independent insurance brokers in the United States, from private equity firms Parthenon Capital and Century Equity Partners.
- Aquiline in its strategic investment in SageView Advisory Group, a registered investment advisory firm.
- Aquiline in its acquisition of Simply Business, the UK’s biggest business insurance provider, and Simply Business and its shareholders (including Aquiline) in the sale of Simply Business to Travelers Companies for approximately $490 million.
- Aquiline in its investment in SurePoint Technologies.
- Aquiline and Togetherwork in the sale of group management software and payments provider Togetherwork to GI Partners.
- Aquiline in its majority investment in Wellington Insurance Group, an insurance risk distribution and financial services organization.
- Aquiline in its acquisition of Xact Data Discovery, and the subsequent merger of eDiscovery companies Xact and Consilio.
- Ascensus, owned by Genstar Capital and Aquiline Capital Partners, in connection with the addition of new investors, led by Atlas Merchant Capital LLC, to the ownership group.
- Ascensus and its two main private equity owners, Aquiline and Genstar, in the sale of Ascensus to Stone Point Capital and GIC.
- Aspen Insurance Holdings Limited in its agreement to be acquired by certain investment funds affiliated with Apollo Global Management, a leading global alternative investment manager, for $2.6 billion.
- 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.
- Assurant, Inc. in its $2.5 billion acquisition of The Warranty Group, a leading global provider of protection plans and related programs.
- Avenue, a leading U.S. brokerage for Brazilian investors, in its sale of an initial 35% stake, and subsequent controlling stake, to Itaú Unibanco.
- Bantleon AG on its acquisition of Warburg Invest AG.
- BB&T Corporation in its agreement to acquire Regions Insurance Group from Regions Financial Corporation.
- Benefit Resource, LLC, a CIP portfolio company and provider of pre-tax benefit accounts and COBRA administration services, in its sale to Millennium Trust Company.
- BISAM Technologies S.A. and the sellers, led by Aquiline Capital Partners, in the sale of BISAM to FactSet for $205.2 million.
- BNP Paribas Cardif in the negotiation of a long-term bancassurance strategic alliance in Latin America with Scotiabank.
- Investment management company Brinker Capital in its merger with Orion Advisor Solutions to create a combined technology and TAMP platform for financial advisors.
- Capital Constellation, an innovative private equity platform managed by Wafra (also advised by Willkie), in its significant equity investment in and capital commitment to Pollen Street Capital.
- Cetera Financial Group, a portfolio company of Genstar Capital, in its approximately $1.2 billion acquisition of Avantax, Inc.
- Cetera Financial Group, a portfolio company of Genstar Capital, in its acquisitions of the retail wealth business of Securian Financial Group and the independent financial planning channel of Voya Financial Advisors.
- Cetera Financial Group, a portfolio company of Genstar Capital, in its acquisition of The Retirement Planning Group, an independent registered investment advisory firm.
- CIP Capital and its affiliates in the following transactions:
- CIP in its sale to an affiliate of TPG Capital of a majority of its interest in P20 Global Holdings, Inc., a leading provider of certain employer of record, payroll and benefits services.
- CIP in its acquisition of People 2.0 Global, LP, a leading business process outsourcer in the human capital services sector.
- CIP and its portfolio company Compliance Solutions Strategies (CSS), a leading RegTech platform serving software clients in the financial services vertical, in the sale of CSS to Confluence Technologies.
- CSS in its acquisition of AMFINE, a provider of SaaS-based regulatory reporting services to European asset managers, asset servicers and insurers.
- Citizens Financial Group, Inc. in its acquisition of private investment banking firm DH Capital LLC.
- PE-backed CoAdvantage in its acquisition of SourcePointe, a provider of outsourced HR services.
- Colony Capital in its joint venture with HB2 Energy to form Colony HB2 Energy, an energy-focused investment management platform.
- Covius, a portfolio company of Aquiline Capital Partners, in its acquisitions of Chronos Solutions' credit, verification, REO and auction businesses, and Nationwide Title Clearing.
- Delaware Life Insurance Company in its sale of Delaware Life Insurance Company of New York to Nassau Financial Group.
- Deutsche Bank Asset & Wealth Management in its agreement to sell its US Private Equity Access Fund Platform to iCapital Network.
- Dyal Capital Partners, a division of Neuberger Berman, in its acquisitions of minority equity stakes in the Private Debt business of BlueBay Asset Management, and HPS Investment Partners, a leading global credit investment manager with over $45 billion in assets under management.
- Eaton Vance WaterOak Advisors on the acquisitions of its investment advisory and wealth management business by CI Financial Corp. and Pathstone.
- Essent Group, Ltd., a mortgage guaranty insurance and reinsurance provider, in its acquisitions of Agents National Title Holding Company and Boston National Holdings LLC.
- eToro Group, the multi-asset social investment network, in its acquisition of options trading platform Gatsby.
- Fenergo in its sale by Insight Partners to Astorg and Bridgepoint.
- First Investors Financial Services Group in its acquisition by funds affiliated with Gallatin Point Capital.
- Finance of America Holdings in its acquisition of a minority stake in FarmOp Capital, a specialty finance company providing working capital loans to farm operators.
- FIS in its $42 billion merger with Worldpay, Inc., a global leader in eCommerce and payments.
- Foreside Financial Group, a portfolio company of Genstar Capital, in its acquisitions of ACA Group and Alaric Compliance Services.
- Franklin Templeton in the following transactions:
- its $925 million acquisition of Putnam Investments and its strategic partnership with Power Corporation of Canada and Great-West Lifeco.
- the acquisition of AdvisorEngine Inc., a digital wealth platform and provider of technology and consulting services.
- its acquisition of alternative credit manager Benefit Street Partners.
- its acquisition of BNY Alcentra Group, a leading European credit and private debt manager, from The Bank of New York Mellon Corporation.
- its $4.5 billion acquisition of asset manager Legg Mason.
- its $1.75 billion acquisition of Lexington Partners, a manager of secondary private equity and co-investment funds.
- FTV Capital on the sale of its majority stake in Centaur, a global provider of fund administration services, to Waystone.
- Genstar Capital and its portfolio companies in the following transactions:
- Genstar and its portfolio company Apex Group on the acquisition, with SALU Capital and Inlife Holding, of Luxembourg private equity fund AFO-2.
- Genstar in its agreement to recapitalize independent fund administrator Apex Fund Services.
- Genstar and its portfolio company Apex Group in its acquisition of BRL Trust Investimentos, a leading independent fund administrator in Brazil.
- Genstar in its investment in Cerity Partners, a leading independent wealth management firm.
- Genstar in its acquisition of a majority stake in Cetera Financial Group, a leading network of nearly 8,000 financial advisors.
- Genstar in its agreement to acquire Equinoxe Alternative Investment Services.
- Genstar in its acquisition of a majority stake in Foreside Financial Group.
- Genstar, in partnership with management, in its acquisition of Institutional Shareholder Services (ISS) from Vestar Capital Partners for $720 million.
- Genstar and ISS in the sale of ISS to Deutsche Börse for $2.275 billion.
- Genstar and its portfolio company Apex Group on its investment in blockchain technology company, Inveniam Capital Partners.
- Genstar and its portfolio company Apex Group on the acquisition of Ipes, a private equity fund administrator with operations in Europe, from Silverfleet Capital.
- Genstar and its portfolio company Apex Group in the acquisition of the corporate and private clients business of Link Asset Services, a division of the Australian listed Link Group.
- Genstar in its acquisition of a majority interest in Mercer Advisors, a leading registered investment advisor, and in connection with Mercer’s recapitalization and the acquisition of an equity stake in Mercer by Oak Hill Capital.
- Genstar in its acquisition of Numerix, the leader in capital markets risk management technology.
- Genstar and Sphera in Genstar’s $1.4 billion sale of Sphera, a leading provider of ESG software, data, and consulting services, to Blackstone.
- Genstar and its portfolio company Apex Group on the acquisition and financing of Tzur Capital Management Ltd.
- Glatfelter Insurance Group, one of the largest privately owned insurance brokers in the United States, in its acquisition by global insurer American International Group, Inc.
- GoldenTree Asset Management as part of an investor-led consortium in the acquisition of German state bank HSH Nordbank for €1 billion.
- HealthEquity, Inc. (Nasdaq: HQY) in its acquisition of BenefitWallet’s Health Savings Account portfolio.
- IK Investment Partners on its investment in iM Global Partner, a global network dedicated to asset management.
- Insight Partners in the following transactions:
- in its Series B investment in Sylvera, a UK carbon data provider.
- its minority investment in UK fintech company Banked.
- its sale of Bynder, a global leader in Digital Asset Management (DAM), to Thomas H. Lee Partners, L.P.
- as a lead investor in a consortium’s $690 million investment in Coda Payments.
- its Series A investment in German automated tax return provider ExpressSteuer GmbH.
- its Series C investment in financial markets software company Genesis Global Technology Limited.
- its minority investment, together with Five Arrows, in Kpler.
- its investment in state and local government payment platform PayIt.
- a $50 million funding round in Pollinate.
- its investment in Latin American fintech company, Pomelo.
- its Series D investment in Qonto, a France-based online bank for businesses.
- its investment in open banking platform Tink.
- J.C. Flowers & Co LLC on its establishment of a London wholesale broking platform and the acquisition of two London brokers, SSL Insurance Group and Endeavour Insurance Services.
- KKR in its acquisition of retirement and life insurance company Global Atlantic for $4.4 billion.
- Kony Inc., the fast growing U.S. #1 digital banking SaaS company, in its acquisition by Switzerland-based banking software company Temenos for up to $580 million.
- Levine Leichtman Capital Partners on its acquisition of the Creditinfo Group in partnership with its founder and management team, and in its investment in Global Loan Agency Services (GLAS).
- Loyale Healthcare, a leading provider of patient payment and engagement solutions, in its acquisition by RevSpring.
- Man Group plc in its acquisition of Varagon Capital Partners, L.P., a leading U.S. middle market private credit manager.
- Mercer Advisors, a portfolio company of Genstar Capital, in its acquisition of Kanaly Holdings, creating one of the largest U.S. independent wealth managers.
- Ministry Brands in a majority investment from Reverence Capital Partners.
- Nephila Holdings Limited, the pre-eminent insurance-linked securities manager in the world, in its agreement to be acquired by Markel.
- Neuberger Berman in its acquisition of insurance-linked strategies manager Cartesian Re (developed as a portfolio company of Cartesian Capital Group) and affiliated reinsurer Iris Re.
- Numerix, a portfolio company of Genstar Capital, in its acquisition of FINCAD, a leader in pricing and risk analytics of financial derivatives and fixed income products.
- Ontellus, a leading record retrieval provider and portfolio company of The Caspstreet Group, in its acquisition by Aquiline Capital Partners.
- Orion Advisor Solutions in its acquisitions of Redtail Technology, a leading web-based CRM software firm serving the wealth management industry, and in its acquisition of TownSquare Capital, a boutique, full-service investment and trading platform.
- OSG Billing Services, a portfolio company of Aquiline Capital Partners, in its acquisitions of Microdynamics Group, a provider of integrated, multichannel transactional print and electronic solutions, and NCP Solutions, a provider of outsourced transactional communications for the financial services industry.
- PAI Partners on the closing of its inaugural €920 million PAI Mid-Market Fund (PAI MMF).
- PDI in its acquisition of Universe Group plc, a British financial technology company.
- Perella Weinberg as financial advisor to AIG in a $5.6 billion acquisition of reinsurer Validus.
- Digital wealth management company Personal Capital in its acquisition by Empower Retirement, one of the country’s largest retirement services providers.
- The Prudential Insurance Company of America in an $8.1 billion longevity reinsurance transaction with Barclays Bank UK Retirement Fund.
- Searchlight Capital Partners in its acquisition of Global Risk Partners, a leading UK-based insurance brokerage business.
- Searchlight Capital Partners on its recommended final cash offer for the entire share capital of London-listed Gresham House plc, a specialist alternative asset manager.
- SimpleNexus, a leading developer of mobile-first technology for the modern mortgage lender, in its $1.2 billion acquisition by nCino, the worldwide leader in cloud banking.
- Simplicity in its sale by Aquiline Capital Partners and management to Lee Equity Partners.
- SIX in its partnership agreement with and investment in Omniex, an institutional trading platform provider for digital assets and cryptocurrencies, enabling broader market access to cryptocurrencies.
- Sixth Street and BGH Capital in the acquisition of Pushpay Holdings Limited.
- Stone Point Capital in the formation of an independent Managing General Agency with AIG serving High Net Worth and Ultra High Net Worth markets.
- The founders of Stonyrock Partners in formation of new investment firm targeting alternative managers focused on private equity, credit, hedge fund, and venture capital investments.
- Strategic Insight, (f/k/a Asset International), a Genstar Capital portfolio company, in its acquisition of BrightScope, the leading provider of retirement plan, sales and distribution data, and its acquisition of Market Metrics and Matrix Solutions from FactSet.
- Texas Capital President and CEO C. Keith Cargill in the merger of Texas Capital and Independent Bank. Upon completion of the merger, Cargill will serve as Special Advisor to the Chairman, President and CEO of the combined company.
- The TCW Group in its acquisition of Engine No.1’s exchange traded fund business.
- Union Square Ventures in a Series B investment for Latin America digital lender ADDI.
- Victory Capital Management Inc. in the following transactions:
- its deal to acquire Harvest Volatility, one of the world’s leading derivative asset management firms, with approximately $12 billion in assets under management.
- its acquisition of THB Asset Management.
- its deal to acquire USAA Asset Management Company.
- its acquisition of WestEnd Advisors for $480 million.
- Entities managed by Wafra Inc. as key shareholders in Pollen Street Capital and Honeycomb Investment Trust on their combination to form a London-listed alternative investment manager.
- Wealthfront on regulatory matters relating to its $1.4 billion deal to be sold to UBS.
- Weinberg Capital Partners in the sale of its majority stake in REALEASE Capital to Qualium Investissement.
- Westwood Holdings in its acquisition of the asset management business of Salient Partners, L.P.
- Zurich Insurance Group in the following transactions:
- its acquisition of 19 travel assistance providers in Latin America, positioning its Cover-More Group as the leader in global travel insurance and assistance in the region.
- its acquisition of the individual and group life insurance businesses and the long-term savings operations of EuroAmerica in Chile.
- its acquisition of Australian insurer QBE in Latin America for $409 million.
- 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 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).