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 and management teams regarding complex executive compensation and employee benefit matters, including tax, securities law, accounting and corporate governance.

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

Jordan regularly represents both corporations and partnerships 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:

  • AlixPartners in its pending acquisition of independent financial advisory and interim management firm Zolfo Cooper
  • Glatfelter Insurance Group in its sale to American International Group, Inc. (AIG)
  • Victory Capital (VCTR) in its pending acquisition of Harvest Volatility Management, LLC, a leading derivative asset management firm
  • Nephila Holdings Limited in its sale to Markel Corporation (MKL)
  • The Allstate Corporate in its acquisition of InfoArmor, Inc.
  • Lagardére Travel Retail in its acquisition of Hojeij Branded Foods
  • Genstar Capital in its acquisition of Cetera Financial Services
  • Interpublic Group (IPG) in its acquisition of consumer data aggregator Acxiom Marking Solutions (AMS) in a transaction valued at $2.3 billion
  • BB&T Corporation (BBT) in its acquisition of Regions Insurance Group from Regions Financial Corporation (RF)
  • The special committee of the Board of Directors of AmTrust Financial Services, Inc. in the pending sale to Stone Point Capital, the CEO and the Karfunkel Family
  • Ryerson Holding Corporation (RYI) in its acquisition of Central Steel & Wire Company (CSTW)
  • Virgin Pulse, an Insight Venture Partners portfolio company, in its sale to Marlin Equity Partners
  • Progeny 3, Survey Point Holdings, Inc. and Rail Management Services, LLC in the acquisition by Progeny 3 and Carnival Corporation & plc of the White Pass & Yukon Route division of TWC Enterprises
  • Extant Components Group Holdings, a portfolio company of Warburg Pincus, in its sale to TransDigm
  • FacilitySource Holdings, LLC, a portfolio company of Warburg Pincus, in its sale to CBRE Group, Inc. (CBRE)
  • Victory Capital Holdings, Inc. in its $152 million initial public offering
  • Protective Life Corporation, a wholly owned subsidiary of Dai-ichi Life Holdings, Inc., in its agreement with Liberty Mutual Insurance Group and Lincoln Financial Group to acquire substantially all of the individual life and annuity business of Liberty Life Assurance Co. of Boston through a $1.17 billion reinsurance deal in conjunction with Lincoln Financial Group’s acquisition of Liberty Life Assurance Co. of Boston from Liberty Mutual Insurance Group for $3.3 billion
  • Voya Financial, Inc. in connection with its sale of Voya Insurance and Annuity Company, it insurance subsidiary that has primarily issued Voya’s variable, fixed and fixed indexed annuities, to Venerable Holdings, Inc., a newly formed investment vehicle owned by with a consortium of investors led by affiliates of Apollo Global Management, Crestview Partners and Reverence Capital Partners, and in its sale, via reinsurance, to Athene Holding Ltd. of its individual fixed and fixed indexed annuity policies
  • Apex Group Ltd., a portfolio company of Genstar Capital, in its acquisition of the Deutsche Bank Alternative Fund Services business
  • Assurant, Inc. in its acquisition of the Warranty Group for $2.5 billion
  • Genstar Capital in its acquisition of Institutional Shareholder Services from Vestar Capital Partners
  • Aquiline Capital Partners in its acquisition of OSG Billing Services
  • MetLife Inc. in connection with the spin-off of a substantial portion of its retail operations and related registration of shares of the common stock of its subsidiary, Brighthouse Financial, Inc.
  • Level 3 Communications in its $34 billion sale to CenturyLink
  • SourceHOV, a portfolio company of HandsOn Global Management, LLC, in its $2.8 billion combination with Novitex Holdings, Inc. and Exela Technologies, Inc. (f/k/a Quinpario Acquisition Corp.2)
  • Genstar Capital in its recapitalization of Apex Fund Services and acquisition of Equinoxe Alternative Investment Services
  • Bonduelle in its acquisition of Ready Pac Foods
  • Virtus Investment Partners in its acquisition of RidgeWorth Investments
  • Allstate in its $1.43 billion acquisition of SquareTrade
  • Jay Alix, founder of AlixPartners, in the acquisition of an ownership stake in the business from CVC Capital Partners in a transaction that valued AlixPartners at more than $2.5 billion
  • MetLife, Inc. in the sale of its U.S. Retail advisor force – the MetLife Premier Client Group (MPCG) – to Massachusetts Mutual Life Insurance Company
  • Deutsche Bank in the sale of its high net worth retail brokerage business to Raymond James
  • AssetMark, Inc., a portfolio company of Aquiline Capital Partners and Genstar Capital, in its sale to Huatai Securities
  • Genstar Capital in its acquisition of the Operational Excellence & Risk Management (OERM) business of IHS, which is now branded as Sphera Solutions
  • 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
  • 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
  • Time Warner and Turner Broadcasting, Inc. in Turner Broadcasting’s acquisitions of iStreamPlanet, the Bleacher Report and Legendary Analytics, LLC
  • Aquiline Capital Partners in its acquisitions of LenderLiveNetwork, Inc. and Wellington Insurance Group
  • Victory Capital Management Inc. in its acquisition of Munder Capital Management and acquisition of RS Investments
  • Ryerson Holding Corporation in its initial public offering
  • Insight Venture Partners in its $250 million investment in Campaign Monitor