Manuel A. Miranda

Partner

New York
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, NY 10019-6099
T 212 728 8747
F 212 728 9747
mmirandawillkie.com

Manuel Miranda is a partner in the Corporate & Financial Services Department. Manuel’s practice includes mergers and acquisitions, joint ventures, proxy contests and activist campaigns, corporate governance advice, private equity transactions and capital market transactions. In the area of mergers and acquisitions, he has represented public and private companies.

Manuel is recognized as a Notable Practitioner in the 2019 edition of IFLR 1000. He was also recognized among the small team honored for the “M&A Deal of the Year” at the 2017 IFLR Americas Awards for his representation of AssetMark in its acquisition by China-based Huatai Securities.

Manuel Miranda is a partner in the Corporate & Financial Services Department. Manuel’s practice includes mergers and acquisitions, joint ventures, proxy contests and activist campaigns, corporate governance advice, private equity transactions and capital market transactions. In the area of mergers and acquisitions, he has represented public and private companies.

Manuel is recognized as a Notable Practitioner in the 2019 edition of IFLR 1000. He was also recognized among the small team honored for the “M&A Deal of the Year” at the 2017 IFLR Americas Awards for his representation of AssetMark in its acquisition by China-based Huatai Securities.

Selected Significant Matters

In the area of mergers and acquisitions, Manuel has represented:

  • Genstar Capital and Mercer Advisors in connection with Mercer’s recapitalization and the acquisition of an equity stake in Mercer by Oak Hill Capital
  • Genstar Capital in its acquisition of a majority stake in OEConnection, a leading automotive technology provider for original equipment manufacturer distribution networks, from funds advised by Providence Equity Partners.
  • Warburg Pincus in its sale of Dude Solutions to Clearlake Capital Group.
  • PayScale, Inc. in its $325 million sale to Francisco Partners.
  • Ascensus, owned by Genstar Capital and Aquiline Capital Partners, in connection with the addition of new investors, led by Atlas Merchant Capital LLC, to the ownership group. 
  • Genstar Capital and its portfolio company Apex Group in the acquisition of the corporate and private clients business of Link Asset Services, a division of the Australian listed Link Group.
  • Apex Group Ltd., a portfolio company of Genstar Capital, in its acquisition of Custom House, a leading global hedge fund administrator.
  • Genstar Capital in its agreement to acquire a majority stake in Cetera Financial Group.
  • Genstar Capital and its portfolio company Apex Group on the acquisition, with SALU Capital and Inlife Holding, of Luxembourg PE fund AFO-2.
  • Genstar Capital and its portfolio company Apex Fund Services on the acquisition of Ipes from Silverfleet Capital.
  • Apex Group Ltd., a Genstar Capital portfolio company, on its acquisition of Warburg’s Asset Management and Servicing Business in Luxembourg.
  • Apex Group Ltd. and Genstar Capital in Apex’s agreement to acquire the Deutsche Bank Alternative Fund Services business.
  • Genstar Capital in its acquisition of Institutional Shareholder Services from Vestar Capital Partners.
  • A Place for Mom in its acquisition by private equity firms Silver Lake and General Atlantic from private equity firm Warburg Pincus LLC.
  • Genstar Capital in its agreement to recapitalize independent fund administrator Apex Fund Services.
  • Genstar Capital in its agreement to acquire Equinoxe Alternative Investment Services.
  • Broadview Networks in its acquisition by Windstream Holdings.
  • Cowen Group in its acquisition of Convergex.
  • AssetMark (a portfolio company of Aquiline Capital Partners and Genstar Capital) in its sale to Huatai Securities.
  • Genstar Capital portfolio company Strategic Insight, formerly known as Asset International, in its acquisition of BrightScope.
  • Inspired Gaming Group (as U.S. counsel) in its acquisition by Hydra Industries Acquisition Corp. from funds managed by Vitruvian Partners LLP and co-investors, a transaction reflecting a £200 million valuation of Inspired.
  • Genstar Capital in its acquisition of the Operational Excellence & Risk Management (OERM) business of IHS.
  • Warburg Pincus and the Association of Certified Anti-Money Laundering Specialists (ACAMS) in the $330 million sale of ACAMS to Becker Professional Education.
  • Genstar Capital portfolio company Asset International in its acquisition of Market Metrics and Matrix Solutions from FactSet.
  • Palms Casino in its sale to Station Casinos, which is owned by Red Rock Resorts, Inc.
  • Aquiline Capital Partners and Genstar Capital in their acquisition of AssetMark and Altegris from Genworth Financial, and AssetMark in its subsequent sale to Huatai Securities.
  • MedAssets, Inc. in its acquisition by Pamplona Capital Management for $2.7 billion.
  • Liqui-Box, a portfolio company of client The Sterling Group, in the sale of Liqui-Box to Olympus Partners.
  • Genstar Capital and Aquiline Capital Partners in their acquisition of Ascensus from J.C. Flowers.
  • Cowen Group in its acquisition of Conifer Securities, LLC.
  • Genstar Capital in its acquisition of Mercer Advisors.
  • Clear2Pay in its €375 million acquisition by FIS.
  • MedAssets, Inc. in its acquisition of Sg-2, LLC.
  • New Breed Holding Company in its $615 million acquisition by XPO Logistics, Inc.
  • Genstar Capital in its acquisition of Case Interactive Media, Inc./Asset International.
  • OnTargetJobs in its sale to Dice Holdings.
  • Cowen Group in its acquisition of Algorithmic Trading Management, LLC.
  • Velcera, Inc. in its sale to Perrigo Company.
  • TPG Capital and Leonard Green & Partners in their acquisition of a controlling stake of the Palms Casino Resort in exchange for the contribution of their affiliates’ approximately $440 million in secured debt of the Las Vegas property.
  • Tinopolis Group in connection with its acquisitions of A. Smith & Co. Productions and BASE Productions.
  • Cowen Group in its acquisition of LaBranche & Co, and Ramius LLC in its business combination with Cowen Group, Inc.
  • MedAssets, Inc. in connection with its acquisition of The Broadlane Group.
  • MedAssets, Inc. in connection with its acquisition of Accuro Healthcare Solutions, Inc.
  • Fortent, Inc. in connection with its sale to NICE Systems Ltd.

With respect to proxy contests and shareholder activist campaigns, Manuel has represented:

  • Total Dynamic Dividend Fund in successfully defending against a stockholder proposal under Rule 14a-8 to declassify the board of trustees and the nomination of a dissident director.
  • Alpine Total Dynamic Dividend Fund in successfully defending against an activist investor soliciting in opposition to the transfer of advisory agreement to Aberdeen Asset Managers Limited.
  • Third Point LLC in successful proxy contest culminating in majority board change, departure of chief executive officer and addition of three Third Point nominees to the Yahoo! board of directors.
  • Hayman Advisors, L.P. in a proxy contest and negotiated settlement resulting in two Hayman nominees being added to the ExpressJet board.

In the area of public and private offerings, Manuel has represented:

  • Underwriters in several offerings by Arch Capital Group Ltd., including an aggregate $950 million public offering of senior notes, an approximately $502 million secondary public offering of common shares and an approximately $101 million public offering of preferred shares.
  • MedAssets, Inc. in connection with its initial public offering of common stock and its offering of senior notes.
  • Cowen Group in an offering of its common stock.
  • Ventas, Inc. in offerings of senior notes and common stock.
  • Citigroup, J.P. Morgan and UBS Investment Bank in Lennar’s $350 million bond offering.

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