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 is a partner and Co-Chair of Willkie’s Executive Compensation & Employee Benefits department. He 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 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, 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 is a partner and Co-Chair of Willkie’s Executive Compensation & Employee Benefits department. He 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:

  • Cisco Systems (NASDAQ: CSCO) in its agreements to acquire ThousandEyes, Inc. and Rizio, Inc. (d/b/a Voicea)
  • TigerRisk Partners LLC in its agreement for a strategic growth investment from Flexpoint Ford
  • 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 agreement to purchase 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)
  • AdaptHealth, a leading home medical equipment company, in its business combination with special purpose acquisition company DFB Healthcare Acquisitions Corp.
  • 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
  • Elior Group S.A. (EPA: ELIOR) in its €1.542 billion sale of Areas to PAI Partners
  • Carrix, Inc. in a growth-oriented investment by funds affiliated with Blackstone Infrastructure Partners
  • PayScale, Inc., a portfolio company of Warburg Pincus, in its sale to Francisco Partners
  • AlixPartners in its acquisition of independent financial advisory and interim management firm Zolfo Cooper
  • Glatfelter Insurance Group in its sale to American International Group, Inc. (NYSE: AIG)
  • Nephila Holdings Limited in its sale to Markel Corporation (NYSE: MKL)
  • 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 Acxiom Marking Solutions (AMS) in a transaction valued at $2.3 billion
  • Ryerson Holding Corporation (NYSE: 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
  • FacilitySource Holdings, a portfolio company of Warburg Pincus, in its sale to CBRE Group, Inc. (NYSE: CBRE)
  • Victory Capital Holdings, Inc. (NASDAQ: VCTR) in its 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
  • Apex Group Ltd., a portfolio company of Genstar Capital, in its acquisition of the Deutsche Bank Alternative Fund Services business
  • Assurant, Inc. (NYSE: AIZ) in its acquisition of the Warranty Group for $2.5 billion
  • Genstar Capital in its acquisition of Institutional Shareholder Services from Vestar Capital Partners
  • 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)
  • SourceHOV, a portfolio company of HandsOn Global Management, LLC, in its $2.8 billion combination with Novitex Holdings, Inc. and special purpose acquisition company Quinpario Acquisition Corp. 2 to form Exela Technologies, Inc.
  • Virtus Investment Partners (NASDAQ: VRTS) in its acquisition of RidgeWorth Investments
  • Allstate (NYSE: ALL) 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. (NYSE: MET) 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
  • Insight Venture Partners in its acquisition of Diligent Corporation (NZX: DIL)
  • Mueller Industries, Inc. (NYSE: MLI) and Atlas Holdings LLC in the acquisition of Tecumseh Products (NASDAQ: TECU)
  • Victory Capital Management Inc. in its acquisition of Munder Capital Management and acquisition of RS Investments
  • Ryerson Holding Corporation (NYSE: RYI) in its initial public offering
  • Insight Venture Partners in its investment in Campaign Monitor

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