Blair T. Thetford

Blair T. Thetford

Partner, Mergers and Acquisitions; Private Equity; Real Estate Investment Trusts

Blair Thetford focuses on mergers and acquisitions, private equity, real estate investment trusts (REITs), special purpose acquisition companies (SPACs), corporate governance, securities and general corporate matters.

Bio

Mr. Thetford has represented public and private clients, financial institutions, private equity sponsors, portfolio companies, family offices and special committees in a variety of U.S. and cross-border acquisitions, dispositions, investments, joint ventures, restructurings, spin-offs, initial public offerings, REIT matters and SPAC transactions. He regularly advises clients on shareholder activism, takeover preparedness, securities laws, SEC disclosure and corporate governance matters. He also advises the firm’s investment banking clients as financial advisors in M&A transactions.

Mr. Thetford has represented a diverse set of clients in a broad range of industries. These transactions have included:

Public Company Matters

  • Fortress Transportation and Infrastructure Investors LLC in the pending spin-off of its infrastructure business into an independent public company;
  • the conflicts committee of KKR & Co. Inc. in a series of structural and governance changes in connection with founders Henry Kravis and George Roberts stepping down as co-CEOs;
  • Willis Towers Watson in its proposed $80 billion combination with Aon plc (and receipt of a $1 billion termination fee upon termination);
  • Becton, Dickinson and Company in its $24 billion acquisition of C. R. Bard, Inc. (and related sale of certain assets to Merit Medical Systems, Inc.);
  • Aircastle Limited in:
    • its $7.4 billion take-private by Marubeni Corporation and Mizuho Leasing Company; and
    • the prior PIPE investment by Marubeni Corporation;
  • Vanguard Health Systems, Inc. in its $4.3 billion acquisition by Tenet Healthcare Corporation;
  • Life Time Fitness, Inc. in its $4 billion acquisition by Leonard Green & Partners and TPG Capital, as well as its previously announced exploration of a spin-off of its real estate assets into a REIT;
  • Fortress Investment Group LLC in its $3.3 billion acquisition by SoftBank Group Corp. (and related CFIUS national security agreement);
  • Brookdale Senior Living Inc. in its $2.8 billion merger with Emeritus Corporation;
  • RailAmerica, Inc. in its $2.8 billion acquisition by Genesee & Wyoming Inc.;
  • Danaher Corporation in:
    • a $2.6 billion reverse Morris trust transaction involving the merger of its communications business with NetScout Systems, Inc.;
    • its acquisition of Devicor Medical Products; and
    • its $300 million acquisition of Keithley Instruments, Inc.;
  • SeaCube Container Leasing Ltd. in its $1.8 billion acquisition by Ontario Teachers’ Pension Plan;
  • Intrawest Resorts Holdings, Inc. in its $1.5 billion acquisition by Aspen Skiing Co, LLC and KSL Capital Partners, LLC;
  • New Residential Investment Corp. in its $1.4 billion acquisition of Home Loan Servicing Solutions, Ltd.;
  • OneMain Holdings, Inc. in the $1.5 billion acquisition of a 40% stake by an investor group led by Apollo Global Management, LLC and Värde Partners, Inc.;
  • Sculptor Capital Management, Inc. (formerly Och-Ziff Capital Management Group LLC) in its strategic recapitalization plan and related equity reallocation by Chairman Dan Och;
  • various public companies in connection with proxy fights and other activist investor matters, including Aimco (Land & Buildings), Brookdale Senior Living Inc. (Land & Buildings; Sandell Asset Management), New Senior Investment Group Inc. (Levin Capital Strategies) and Newcastle Investment Corp. (BLR Partners); and
  • a number of issuers in connection with initial public offerings, including Moelis & Company, One Main Holdings, Inc. (formerly Springleaf Holdings, Inc.), SeaCube Container Leasing Ltd., RailAmerica, Inc. and PWP Forward Acquisition Corp. I.

Private Equity and Financial Sponsor Matters

  • Fortress Investment Group in a variety of matters, including its:
    • $250 million sale of Logan Circle Partners, Fortress’ traditional asset management business, to MetLife, Inc.;
    • prior acquisition of Logan Circle Partners from Guggenheim Capital;
    • sale of its majority stake in Abercrombie & Kent Group of Companies, S.A. to Zhonghong Holdings;
    • acquisition of American General Finance Inc. from AIG; and
    • sale of Iroko Holdings, LLC;
  • Hg in dozens of transactions, including:
    • its further investment in Lyniate alongside other institutional clients of Hg;
    • its investment in Revalize, Inc.;
    • its investment in HHAeXchange;
    • its acquisition of Riskalyze, Inc.;
    • its investment in Managed Markets Insights & Technology, LLC;
    • its investment, alongside TA Associates, in Insight Software;
    • its sale of Mitratech to Ontario Teachers’ Pension Plan Board, and on the terms of its continued minority investment in Mitratech;
    • its acquisition of Litera Microsystems;
    • Litera Microsystems’s acquisition of Kira Systems;
    • its sale of Sovos Compliance to Hg Saturn 2 and TA Associates;
    • its acquisition of Gen II Fund Services LLC as part of a consortium with General Atlantic and IHS Markit Ltd.; and
    • its investment in Benevity, Inc. alongside General Atlantic and JMI Equity;
  • HPS Investment Partners in numerous M&A matters, including its:
    • investment, alongside CVC Capital Partners, in Authentic Brands Group, at a $12.7 billion valuation;
    • acquisition of Citadel Servicing Corporation; and
    • $300 million acquisition of Marlin Business Services Corp.;
  • Perella Weinberg Partners Capital Management in:
    • the spin-out of its growth equity platform to GreyLion Capital LP; and
    • its sale of Infinity Transportation to Global Atlantic Financial Group;
  • Castik Capital in:
    • the combination of its portfolio company Waterlogic Group Holdings with Culligan International; and
    • the prior sale of approximately 25% of Waterlogic to British Columbia Investment Management Corporation;
  • York Capital Management in connection with various acquisitions, dispositions and investments, including its sale of The Bay Club Company to KKR;
  • Starwood Capital Group in numerous M&A and investment matters;
  • Brookfield Asset Management in various M&A matters;
  • affiliates of MSX International, Inc. in connection with its acquisition by Bain Capital from a consortium including Court Square Capital Partners and Prudential Financial; and
  • Wes Edens, founder of Fortress Investment Group and owner of the Milwaukee Bucks, in his joint investment with Nassef Sawiris in Aston Villa Football Club.

SPAC Matters

  • Perella Weinberg Partners in its business combination with FinTech Acquisition Corp. IV (sponsored by Betsy and Daniel Cohen);
  • Fortress Value Acquisition Corp. II (sponsored by Fortress Investment Group) in its $2.5 billion business combination with ATI Physical Therapy;
  • Revolution Acceleration Acquisition Corp (sponsored by John Delaney and Revolution LLC (a venture fund founded by Steve Case and Ted Leonsis)) in its $2.7 billion business combination with Berkshire Grey, Inc.; and
  • PWP Forward Acquisition Corp. I (sponsored by Perella Weinberg Partners) in its IPO.

REIT Matters

  • Apartment Investment and Management Company in its reverse spin-off of Apartment Income REIT Corp. and the related division of its publicly held operating partnership;
  • Healthpeak Properties, Inc. (formerly HCP, Inc.) in various transactions, including its:
    • spin-off of Quality Care Properties, Inc., a publicly traded REIT; and
    • $6.1 billion acquisition of the real estate assets of HCR Manor Care from The Carlyle Group;
  • Brookdale Senior Living Inc. in a number of transactions, including:
    • the restructuring of its master lease with Ventas, Inc., including the sale of a $100 million housing portfolio and the issuance of warrants; and
    • its $1.2 billion joint venture with HCP, Inc.;
  • New Residential Investment Corp. in its:
    • $212 million acquisition of Shellpoint Partners LLC; and
    • $600 million capital raise (senior secured loan and warrants) from Canyon Partners;
  • Emeritus Corporation in the sale by its joint venture with Blackstone Real Estate Partners of $1.8 billion of senior housing communities to HCP, Inc.;
  • Darden Restaurants, Inc. in the spin-off of Four Corners Property Trust, Inc., a publicly traded REIT;
  • Granite Point Mortgage Trust Inc. in:
    • its $300 million capital raise (senior secured loan and warrants) from PIMCO; and
    • matters relating to its internalization of management;
  • New Senior Investment Group Inc. in connection with its publicly announced exploration of strategic alternatives and subsequent internalization of management;
  • Enlivant Health, a TPG portfolio company, in its sale of a partial interest in Enlivant to Sabra Health Care REIT;
  • Drive Shack Inc. (formerly Newcastle Investment Corp.) in connection with its conversion from a REIT to a C-corporation and subsequent internalization of management;
  • Holiday Retirement Corporation in its sales of a $1 billion senior housing portfolio to Newcastle Investment Corp. and a $790 million senior housing portfolio to Ventas, Inc.; and
  • a number of other public and private REITs, including SL Green Realty Corp. and CyrusOne Inc., in connection with various M&A, financing and other matters.

Mr. Thetford is actively involved in Skadden’s training and recruiting programs and serves on the firm’s summer associate committee. He provides pro bono legal services to a variety of New York-based clients, including asylum seekers and various nonprofit organizations. He also serves on the board of directors of the nonprofit Behind the Book, which helps introduce innovative literacy programs to New York City public school students.

Mr. Thetford was featured in The Dealmaker Quarterly as one of the 2019 Rising Stars in M&A.

Credentials

Education

  • J.D., Fordham University School of Law, 2008 (Member, Fordham Law Review)
  • B.A., University of California, Berkeley, 2001

Admissions

  • New York

Associations

Member, Board of Directors, Behind the Book

Blair T. Thetford

Partner, Mergers and Acquisitions; Private Equity; Real Estate Investment Trusts
blair.thetford@skadden.com