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

Jordan regularly represents both employers and management teams 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, management teams, and individual executives regarding complex executive compensation and employee benefit matters, including tax, securities law, accounting and corporate governance.

Jordan regularly represents both employers and management teams 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:

  • 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
  • Deutsche Bank Asset Management in connection with the sale of its US Private Equity Access Fund Platform to iCapital Network
  • Apex Group Ltd., a portfolio company of Genstar Capital, in its pending 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 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
  • Broadview Networks in its acquisition by Windstream Holdings, Inc.
  • 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. 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
  • Assurant in the $940 million sale of its employee benefits business to Sun Life Financial
  • Centerbridge Partners in its acquisition of Superior Vision Corporation
  • 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
  • Insight Venture Partners in its control investment in Virgin Pulse and Virgin Pulse in connection with its subsequent acquisitions of ShapeUp and Global Corporate Challenge
  • BB&T Insurance Holdings Inc., a subsidiary of BB&T Corporation, in its deal to significantly increase its partnership interest in AmRisc, LP and in BB&T Corporation’s related deal to sell American Coastal Insurance Company to certain members of the AmRisc management team
  • Time Warner and Turner Broadcasting, Inc. in Turner Broadcasting’s acquisitions of iStreamPlanet and the Bleacher Report
  • Level 3 Communications, Inc. in its acquisition of tw telecom in a stock- and-cash transaction valued at approximately $7.2 billion
  • Auxilium Pharmaceuticals, Inc., in its $2.6 billion acquisition by Endo International plc
  • 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 pending acquisition of RS Investments
  • Ryerson Holding Corporation in its initial public offering
  • Insight Venture Partners in its $250 million investment in Campaign Monitor
  • Motus Integrated Technologies, an affiliate of Atlas Holdings LLC, in its acquisition of the headliner and sun visor business of Johnson Controls, Inc. in North America and Europe
  • Loral Space & Communications Inc. in the sale of its satellite manufacturing unit, Space Systems/Loral, to MacDonald, Dettwiler and Associates Ltd.