November 17, 2020

Willkie represented ISS and Genstar Capital in the transaction.

On November 17, Deutsche Börse AG, Institutional Shareholder Services Inc. (ISS) and Genstar Capital LLC announced that Deutsche Börse, an international exchange organization and market infrastructure provider, will acquire a majority stake of approximately 80% in ISS, a governance, ESG data and analytics provider, valuing it at USD $2.275 billion. Genstar Capital and current management will continue to hold a stake of approximately 20%.

The partnership of global market infrastructure provider Deutsche Börse with leading corporate governance, ESG, data and analytics provider ISS is intended to form a foundation for future growth in ESG-based investing globally, positioning Deutsche Börse as a leading global provider of ESG data and analytics.

ISS' more than 4,000 clients include many of the world's leading institutional investors who rely on ISS' objective and impartial governance and ESG data and research, as well as public companies focused on ESG and governance risk mitigation as a shareholder value enhancing measure. This transaction is intended to bring a strengthened capital structure to ISS and the ability to further accelerate organic and inorganic growth initiatives for the benefit of ISS' clients while leveraging the infrastructure of Deutsche Börse and, in particular, its global index franchise.

Willkie previously led Genstar Capital in its acquisition of ISS from Vestar Capital for $720 million in 2017.

As an international exchange organization and market infrastructure provider, Deutsche Börse Group includes business areas along the entire value chain in exchange trading, including the admission, trading and clearing, and custody of securities and other financial instruments, the dissemination of market data, as well as the management of collateral and liquidity. With more than 6,500 employees, it is headquartered in Frankfurt/Rhine-Main, with a strong presence in 38 locations globally.

With approximately $19 billion of assets under management, Genstar Capital is a leading private equity firm which targets investments focused on segments of the financial services, healthcare, industrial, and software industries.

The Willkie team was led by partners Jeffrey Poss and Manuel Miranda in New York, and Georg Linde in Frankfurt, along with associates Morgan McDevitt and Miriam Steets.