Jordan A. Messinger is a partner and Co-Chair of Willkie’s Executive Compensation & Employee Benefits department. He has extensive experience advising public and private entities, family offices, 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 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 frequently advises hedge fund managers, private equity sponsors, family offices, 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.
Chambers USA (2021-2023) has ranked Jordan among the leading practitioners in New York in the area of Executive Compensation & Employee Benefits.
Experience
Jordan was recently involved in the employee benefits aspects of the following matters:
- Franklin Resources, Inc. (NYSE:BEN) in its acquisition of Putnam Investments from Great-West Lifeco, Inc. for approximately $925 million and its broader strategic partnership with Power Corporation of Canada and Great-West.
- Warburg Pincus in its launch of Prismic Life Insurance, Ltd. with Prudential Financial, Inc.
- American Family Insurance Group in the sale of a majority stake in the attorney-in-fact of Trusted Resource Underwriters Exchange to funds managed by Gallatin Point Capital
- Tenet Healthcare Corp. (NYSE: THC) and its subsidiary United Surgical Partners in the acquisition of SurgCenter Development’s ownership interests in 92 ambulatory surgery centers (ASCs) for $1.2 billion
- Centerbridge Partners in its acquisition of a controlling stake in Realogy's title insurance underwriter, as part of a strategic agreement to form a title insurance underwriter joint venture with Realogy
- Innoviva Inc. (NASDAQ: INVA) in its take-private of Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX)
- Institutional Shareholder Services (ISS), a Genstar portfolio company, in its sale to Deutsche Börse
- FTV Capital in its investment in LogicSource, PeopleCert and Viking Cloud (formerly Sysnet)
- Loral in its agreement with PSP Investments and Telesat Canada to combine Loral and Telesat into a new Canadian public company
- Truist Insurance Holdings in its acquisitions of Constellation Affiliated Partners, BankDirect Capital Finance and BenefitMall
- Analytic Partners in connection with an investment by funds affiliated with Onex Corporation
- First American Financial Corp (NYSE: FAF) on its acquisition of Mother Lode Holding Company, a provider of title insurance, underwriting and escrow services for real estate transactions
- AlixPartners LLC in its separate acquisitions of Galt & Company, Freeh Group International Solutions and Zolfo Cooper
- Xerox Holdings Corp (NASDAQ: XRX) in connection with the formation of CareAR Software Business and investment by ServiceNow, Inc. (NYSE: NOW)
- Citizens Financial Group, Inc. (NYSE: CFG) in its acquisition of private investment banking firm DH Capital LLC.
- Sphera and Genstar in Genstar’s $1.4 billion sale of Sphera, a leading provider of ESG software, data, and consulting services, to Blackstone
- NeoGov in its investment from Warburg Pincus and The Carlyle Group
- Aquiline Capital Partners in its agreement to acquire human resources outsourcing provider CoAdvantage from Morgan Stanley Capital Partners
- Allstate Corp (NYSE: ALL) in its $2.8 billion sale of Allstate Life Insurance Company to entities managed by Blackstone and in its $1.43 billion acquisition of SquareTrade
- AdaptHealth Corp. (NASDAQ: AHCO) in its $2 billion acquisition of home medical equipment provider, AeroCare Holdings, Inc.
- Franchise Group, Inc. (NASDAQ: FRG) in its acquisitions of the Sears Outlet stores business and American Freight Group, Inc.
- Voya Financial, Inc. (NYSE: VOYA) in its agreement to sell its life insurance operations to Resolution Group Holdings Ltd. for $1.25 billion
- Franklin Resources, Inc. (NYSE: BEN), doing business as Franklin Templeton, in its $4.5 billion acquisition of Legg Mason, Inc. (NYSE: LM) and in its acquisition of Benefit Street Partners L.L.C. from it partners, including Providence Equity Partners L.L.C.
- Fidelity National Financial Inc. (NYSE: FNF) in its purchase of FGL Holdings (NYSE: FG) in a transaction valued at approximately $2.7 billion
- Centerbridge Partners in connection with its investment in DentaQuest, an oral health care company
- Zurich in its agreement to sell its U.S. Corporate Life and Pensions (Group Benefits) business to Aflac (NYSE: AFL)
- Aquiline Capital Partners in its acquisition of CoAdvantage, one of the nation’s top privately-held professional employer organizations (PEO)
- Centerbridge Partners in connection with its and Highmark Inc.’s sale of Visionworks of America, Inc. to VSP Global
- Carrix, Inc. in a growth-oriented investment by funds affiliated with Blackstone Infrastructure Partners
- Nephila Holdings Limited in its sale to Markel Corporation (NYSE: MKL)
- Genstar Capital in its acquisition of Cetera Financial Services
- Interpublic Group (IPG) in its acquisition of Acxiom Marking Solutions (AMS) in a transaction valued at $2.3 billion
- Victory Capital Holdings, Inc. (NASDAQ: VCTR) in its initial public offering
- Assurant, Inc. (NYSE: AIZ) in its acquisition of the Warranty Group for $2.5 billion
- MetLife Inc. (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, Inc. (NASDAQ: BHF)
- Level 3 Communications (NYSE: LVLT) in its $34 billion sale to CenturyLink, Inc. (NYSE: CTL)
- 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
- Deutsche Bank in the sale of its high net worth retail brokerage business to Raymond James
Credentials
Education
Duke University School of Law, J.D., 2004 Cornell University, B.S., 2001