Gregory B. Astrachan

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8608
F 212 728 9608
gastrachanwillkie.com

Gregory B. Astrachan is a partner in the Corporate & Financial Services Department and Co-Chair of the firm's Capital Markets Practice Group.  From 2001 to 2007, Greg was the managing partner of Willkie’s London office.  Greg has broad international corporate and securities law experience, including representing U.S. and international corporate, private equity  and investment banking clients in mergers and acquisitions, securities offerings, joint ventures, and private equity transactions.  Greg regularly represents corporations and their boards on governance matters.

Chambers USA (2018) ranks Greg among the leading individuals practicing Corporate/M&A Law in New York.

Highlights

Gregory B. Astrachan is a partner in the Corporate & Financial Services Department and Co-Chair of the firm's Capital Markets Practice Group.  From 2001 to 2007, Greg was the managing partner of Willkie’s London office.  Greg has broad international corporate and securities law experience, including representing U.S. and international corporate, private equity  and investment banking clients in mergers and acquisitions, securities offerings, joint ventures, and private equity transactions.  Greg regularly represents corporations and their boards on governance matters.

Chambers USA (2018) ranks Greg among the leading individuals practicing Corporate/M&A Law in New York.

Selected Significant Matters

M&A

Greg’s representative M&A transactions include:

  • Perella Weinberg as financial advisor to AIG in a $5.6 billion acquisition of reinsurer Validus
  • Institutional investors in the sale of significant stake in HighTower Holdings LLC to funds managed by Thomas H. Lee Partners
  • Morgan Stanley as financial advisor to Fortress Investment Group in its $3.3 billion acquisition by SoftBank Group
  • Swiss Re Corporate Solutions Ltd in its agreement to establish a joint venture with Bradesco Seguros, creating a leading commercial large-risk insurer in Brazil
  • BB&T Corporation in its acquisition of Swett & Crawford from Cooper Gay Swett & Crawford for $500 million in cash
  • Canadian retailer Hudson’s Bay Company in its €2.82 billion cross-border acquisition of German department store chain Galeria Kaufhof and its $2.9 billion acquisition of U.S. retailer Saks Incorporated, as well as in its formation of a joint venture with Simon Property Group valued at $1.8 billion, as well as a subsequent sale of $533 million of its equity in the joint venture, and its $250 million acquisition of Gilt
  • Fortis in the largest ever banking merger - the $101 billion consortium acquisition of ABN AMRO
  • Brookfield Asset Management in a number of acquisitions including:
    • Brookfield’s $2.65 cornerstone investment in General Growth Properties
    • Brookfield’s $1.7 billion acquisition of additional interests in GGP from Fairholme
    • Future Fund in Brookfield Office Properties’ $426 million acquisition of MPG Office Trust
  • Morgan Stanley’s sale of Saxon Mortgage Services to Ocwen Financial for $59.3 million plus an estimated $1.4 billion for servicing advance receivables outstanding
  • Credit Suisse in Novartis AG’s $12.9 billion acquisition of the remaining 23% stake in Alcon, Inc.
  • Credit Suisse in the proposed combination of the NYSE and Deutsche Börse
  • The $3.6 billion sale of Stiefel Laboratories, Inc. to GlaxoSmithKline plc
  • Converium Holding AG in its $2.8 billion unsolicited acquisition by SCOR SA
  • Converium in its $2.0 billion spin-off and IPO
  • Swiss Re in numerous acquisitions and dispositions, including:
    • Swiss Re Corporate Solutions in its acquisition of a majority stake in Compañía Aseguradora de Fianzas S.A. Confianza
    • The merger of Compañía Española de Seguros y Reaseguros de Crédito y Caución, S.A. (Crédito y Caución) and Atradius N.V.
    • Swiss Re’s acquisitions of Conning & Company and Underwriters Reinsurance Company
  • Allied World Assurance Company Holdings, AG’s $8.5 billion bid for Transatlantic Holdings, Inc.
  • The sale of Velcera, Inc. to the Perrigo Company
  • The $600 million sale of Eurand to Axcan Pharma
  • Time Warner in its $240 million equity investment in Central European Media Enterprises
  • The $1.9 billion acquisition of AIG’s Personal Auto Group by Farmers Group, Inc.
  • The $600 million sale of the Wright Insurance Group
  • The Wright Insurance Group’s  acquisitions of Fidelity Flood and RMI
  • Aspen Holdings in its sale to Markel Corporation

Capital Markets

Greg’s securities underwriter representations include numerous debt and equity offerings for Credit Suisse, BAML, Goldman Sachs, Morgan Stanley and UBS across a broad range of industries.  Greg’s representative capital markets transactions include advising

  • Fortis in its $18.8 billion rights issue, one of the largest ever equity offerings
  • Royal & SunAlliance in multiple capital markets transactions including its ₤960 million rights issue
  • Zurich Financial Services in its $2.5 billion rights issue
  • The underwriters in the $3.0 billion equity and hybrid debt financing for Swiss Re’s acquisition of GE Insurance Solution
  • Credit Suisse in the aborted $10 billion spin-off and IPO of its insurance business, Winterthur Swiss Insurance Company.
  • Converium Holdings in its $2.0 billion spin-off and IPO

Greg’s private equity representations include transactions for Aquiline, Candover, 3i, Bridgepoint, and Warburg, Pincus & Co.

Selected Professional and Business Activities

Greg is a member of the American Bar Association and the International Bar Association, where he is vice-chair officer of the Securities Law Committee. He has lectured at the IBA and at the Practicing Law Institute and is an annual contributor to The Business Lawyer’s "Annual Review of Federal Securities Regulation."

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