Employee Benefits & Executive Compensation
In this highly technical area, our group is widely known for their inventive and practical approach to solving problems and resolving business issues. Our team provides advice in connection with high-profile, multi-billion dollar M&A transactions, public proxy statements, compensation arrangements and ERISA fiduciary matters for investment funds and plan fiduciaries.
Our team provides employee benefit and executive compensation advice in connection with high-profile, multi-billion dollar and cutting-edge transactions, including:
- Funds affiliated with Apollo Global Management, as part of a consortium which included Riverstone Holdings, Access Industries and Korea Oil Corporation and others, in the $7.15 billion acquisition of the energy and power business of El Paso Corporation.
- Grupo Elektra in its $780 million acquisition of Advance America.
- RSC Holdings in its $4.2 billion merger with United Rentals, creating a leading North American equipment rental company that is expected to accelerate United Rental's growth with industrial customers.
- Time Warner Cable in its $3 billion acquisition of Insight Communications, owned by the Carlyle Group, MidOcean Partners and Crestview Partners, in a transaction that joins two of the ten largest U.S. cable operators.
- Ericsson in the acquisition of Telcordia Technologies from Warburg Pincus and Providence Capital for $1.15 billion in cash.
- A global luxury lifestyle brand in its $1.1 billion initial public offering, lead managed by Morgan Stanley & Co. LLC, J.P. Morgan Securities LLC and Goldman, Sachs & Co.
- Oak Hill Capital Partners in the $900 million sale of its portfolio company Primus International, a leading supplier of highly engineered metallic and composite parts, kits and assemblies to the global aerospace industry, to Precision Castparts Corp.
- The Wendy's Company in its sale of Arby's Restaurant Group to a buyer formed by Roark Capital Group, in a transaction with an aggregate value estimated to be $430 million.
- JH Investments, Oaktree Capital Management and TPG Capital in their $1.2 billion acquisition of the North American home building business of Taylor Wimpey, the U.K.'s second-largest home builder.
- Warner Music Group in its $3.3 billion going private sale to Access Industries. Warner Music is one of the "big four" recorded music businesses, and home to the labels Warner Bros., Elektra and Atlantic. It also owns Warner/Chappell Music, the third-largest music publishing business in the world.
- Funds affiliated with Apollo Global Management in the $560 million leveraged acquisition of CKx (now CORE Media Group), an entertainment business that co-owns the rights to "American Idol" and "So You Think You Can Dance."
- Virtu Financial in its $1.5 billion merger with Madison Tyler Holdings, creating one of the world's preeminent financial technology companies. The combined company, which will operate under the Virtu Financial name, will receive a strategic growth investment in support of the transaction from Silver Lake, the world's largest technology investment firm.
- Universal American Corp. in the $1.25 billion sale of its Medicare Part D business to CVS Caremark, making CVS one of the nation's largest providers of prescription drug services for Medicare Part D beneficiaries; and in the related spin-off of UAM's remaining businesses to its public shareholders.
- Oaktree Capital Management as the primary sponsor in the reorganization of Aleris International allowing Aleris to emerge from chapter 11 protection.
- Ericsson in the $1.3 billion acquisition of Nortel Network's Multi-Service Switch business.
- AbitibiBowater (now Resolute Forest Products), and certain U.S. and Canadian subsidiaries, as U.S. bankruptcy and securities counsel in their chapter 11 and Canadian insolvency proceedings.
- Harbinger Capital Partners in the transfer of its majority interest in global consumer products company Spectrum Brands Holdings to Harbinger Group (HGI).
- Automatic Data Processing, Inc., a leading provider of HR, payroll and benefits administration services, in connection with its acquisition of The Cobalt Group, the leading provider of digital marketing solutions to automotive manufacturers and dealers in North America, for approximately $400 million in cash.
- Citigroup in the sale of its private equity businesses (fund of funds, mezzanine funds, feeder funds and co-investment businesses) to Lexington Partners and StepStone Group.
- General Atlantic Partners in the acquisition of First Republic Bank from Bank of America for approximately $1.86 billion.
- Oak Hill Capital Partners in the $1.1 billion sale of Duane Reade Holdings to Walgreen Co.
- General Atlantic Partners and Kohlberg Kravis Roberts & Co. in their $1.65 billion acquisition of TASC from Northrop Grumman.
- TowerBrook Capital Partners in the recapitalization of Wilton Holdings. As a result of this recapitalization, TowerBrook and another significant creditor are the new majority owners of Wilton Holdings.
- Dainippon Sumitomo Pharma Co., a multi-billion dollar, publicly traded pharmaceutical company in Japan, in its $2.6 billion acquisition of Sepracor, a NASDAQ listed pharmaceutical company.
- General Atlantic portfolio company, Emdeon, in its initial public offering of its Class A common stock, which is listed on the New York Stock Exchange.
- KPS Capital Partners in the closing of KPS Special Situations Fund III (Supplemental), LP with investor capital commitments of $700 million in the initial closing, and in the final closing bringing the fund to its cap of $800 million of investor capital commitments.