Jordan A. Messinger is a partner and Co-Chair of the Executive Compensation & Employee Benefits Department of Willkie Farr & Gallagher LLP. He has extensive experience advising public and private companies, family offices, alternative asset managers, boards, compensation committees and management teams on complex executive compensation and employee benefits matters, including tax, securities, accounting and corporate governance.
Jordan regularly represents corporations and partnerships in complex negotiations, including partnership agreements and in connection with large change-in-control transactions (including LBOs, M&A, bankruptcies and restructurings, asset sales, and financings). He also has extensive experience in designing, negotiating, drafting and implementing market-leading 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, family offices, and other investment advisors in designing, negotiating, and implementing complex compensation and deferral programs tailored to their businesses and professionals.
Jordan also represents clients–including debtors in possession, creditors’ committees and distressed debt investors–on the compensation and benefits aspects of bankruptcy and restructuring matters, and advises on pension and employee benefits matters in bankruptcy.
Jordan also advises public companies on executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other information statements in connection with corporate transactions and periodic filings.
Chambers USA (2021-2025) recognizes Jordan as a leading practitioner in Executive Compensation & Employee Benefits.
Experience
Jordan has advised:
- Tayeh Capital Group, a private equity firm led by Dave Tayeh and Jay Alix and backed by GCM Grosvenor, on its launch
- The Interpublic Group of Companies (NYSE: IPG) in various transactions, including its:
- acquisition by Omnicom (NYSE: OMC) in a stock-for-stock transaction to create a premier marketing and sales company
- sale of Huge, a leading experience design and technology business, to AEA Investors
- sale of R/GA, the creative innovation company, to Truelink Capital
- $2.3 billion acquisition of data marketing company Acxiom Marketing Solutions (AMS)
- Atlas Holdings on its acquisition of The ODP Corporation (NASDAQ: ODP) in a transaction that values ODP at approximately $1 billion
- Progeny 3 and other investors in connection with the recapitalization of Rockefeller Capital Management at a $6.6 billion valuation
- Bluestar Alliance in its pending acquisition of Dickies from VF Corporation and its acquisition of Off-White from LVMH
- Franklin Templeton (NYSE: BEN) in its acquisitions of Legg Mason (NYSE: LM) ($4.5 billion), Benefit Street Partners and Putnam Investments ($925 million) and its strategic partnership with Power Corporation of Canada and Great-West Lifeco
- CorMedix (NASDAQ: CRMD) in its acquisition of Melinta Therapeutics for $300 million
- Warburg Pincus in connection with its launch of Prismic Life Reinsurance with Prudential Financial
- Deribit in its $2.9 billion sale to Coinbase
- The Special Committee of the Guess? Board of Directors in its $1.4 billion take-private acquisition
- Gainline Capital Partners on their investments in M&M International and IMS Technology Services
- Allstate Corporation (NYSE: ALL) in its $4 billion sale of Allstate Life Insurance Company to entities managed by Blackstone and in its $1.43 billion acquisition of SquareTrade
- Metropolis Technologies in its $1.5 billion take-private acquisition of SP Plus Corporation (NASDAQ: SP)
- Aquiline and CoAdvantage in the merger of CoAdvantage and PrimePay and CoAdvantage in its acquisition of MomentumHR
- FM in its acquisition of Velocity Specialty Insurance Company (VSIC)
- Platinum Equity in its acquisition of Sunrise Medical from Nordic Capital and its acquisition of the HC Companies
- Cerity Partners in its acquisition of Agility
- Southwestern Grocers in its sale of business lines to Aldi and Fresco Retail Group
- The management of Lido Advisors, a portfolio company of Charlesbank Capital Partners, in connection with a strategic investment from HPS Investment Partners
- Tenet Healthcare Corp. (NYSE: THC) and its subsidiary United Surgical Partners in its acquisition of SurgCenter Development’s ownership interests in 92 ambulatory surgery centers for $1.2 billion
- Centerbridge Partners in its acquisition of a controlling stake in Realogy's title insurance underwriter, which now operates as the Title Resources Group (TRG), and TRG in their subsequent acquisition of Doma Holdings, Inc. and investment by Hudson Structured Capital Management in Doma’s technology business
- Analytic Partners in connection with an investment by funds affiliated with Onex Corporation
- FTV Capital in its investments in LogicSource, PeopleCert and VikingCloud (formerly Sysnet)
- Truist Insurance Holdings in its acquisitions of Constellation Affiliated Partners, BankDirect Capital Finance and BenefitMall
- Victory Capital Holdings (NASDAQ: VCTR) in its initial public offering
- MetLife (NYSE: MET) 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 (NASDAQ: BHF)
Credentials
Education
Duke University School of Law, J.D., 2004 Cornell University, B.S., 2001