With more than 20 years of experience, Skadden’s asset management M&A team has handled transactions of all kinds involving publicly traded and privately held asset management firms.
Skadden is one of the few major law firms worldwide with a group of attorneys dedicated to transactions involving asset management, wealth management, broker-dealer and related financial services businesses.
We are conversant with the wide variety of legal, financial, tax, regulatory and commercial issues that these transactions present. As a result, we have developed considerable fluency in related disciplines — including tax, compensation and the applicable regulatory regimes — and a deep understanding of the underlying investment products.
Our asset management M&A team has worked on a wide array of M&A transactions, advising traditional retail and institutional managers with a limited suite of conventional products; diversified firms with numerous platforms offering a full range of products through multiple distribution channels; alternative asset management firms, such as hedge funds, private equity funds, and funds of funds; managers of specialized product offerings such as ETFs and CDOs; investment banks; broker-dealers, including online brokerage firms; and service providers, such as hedge fund administrators.
Our experience includes acquisitions, carve outs, minority investments, management buyouts, restructurings, joint ventures and capital markets transactions. We have extensive experience in transactions involving the acquisition of less than 100 percent of a firm, ranging from controlling stakes to passive minority positions involving a variety of economic and governance terms (such as traditional common equity and partnership interests); interests structured as revenue shares; and interests structured in multiple classes to reflect different rights to different cash flows (e.g., management fees and incentive fees). We also are well versed in the governance, liquidity, regulatory and other issues arising in such transactions.
We also have worked with a large number of clients based outside the U.S. in their acquisition of or investment in asset management firms worldwide.
We have been involved in most of the largest and most complex U.S. and cross-border transactions over the past decade, including: Arnhold and S. Bleichroeder Holdings Inc.’s sale of a majority of First Eagle Investment Management to Blackstone and Corsair Capital; Russell Investments’ sale to London Stock Exchange Group; Epoch Holding’s sale to The Toronto Dominion Bank; Société Générale’s sale of The TCW Group to The Carlyle Group; Pacific Century Group’s acquisition of the third-party asset management business of American International Group; BlackRock’s acquisition of Barclays Global Investors; BlackRock’s combination with the Merrill Lynch Investment Managers business; and Citigroup’s sale of its asset management business to Legg Mason.
We also have worked on many significant corporate transactions in the asset management industry, including the IPOs of Carlyle, Fortress, Och-Ziff and Blackstone, as well as traditional equity and debt financings. Our attorneys have particular experience assisting clients with restructuring their corporate structure and ownership in connection with IPOs. We also have advised on internal reorganizations of some of the largest hedge fund and private equity management firms in order to address succession, platform extensions and other issues, including The TCW Group’s restructuring of its relationship with EIG Energy Partners, Caxton Associates’ ownership restructuring, Pequot Capital’s split-up and Pacific Century Group’s investment in Highstar Capital Management.
Our practice also includes assisting clients in designing and restructuring ownership and cash and equity compensation arrangements for a wide range of asset management firms, both in connection with our transactional work and independently. Many of these arrangements involve novel legal and economic structures.