Asset Management M&A | Simpson Thacher & Bartlett LLP (2024)

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Overview

Merger and acquisition transactions involving asset managers are generally heavily negotiated and involve significant industry-specific considerations, including complex regulatory elements. As a preeminent advisor across the asset management sector, we offer a dedicated team of attorneys who are well-versed with the intricacies, industry-specific considerations, and U.S. and international regulatory elements of these transactions.

“They are among an elite group of firms capableof handling complex transactions in the financial services industry.”

-Chambers USA (quoting a client)

With deep experience across this industry, we provide practical solutions to both purchasers and sellers, as well as to principals across the spectrum of asset management M&A transactions. We have advised on some of the most noteworthy transactions in this sector, including acquisitions and dispositions, as well as “alternative” transactions such as strategic events, sales of minority stakes, restructurings and other GP/fund related transactions, including “structured secondaries.”

Our representations have included advising:

Blackstone in its corporate conversion, acquisitions of DCI, Clarus, Harvest Fund Advisors and GSO Capital Partners and the spin-off of its financial advisory and Park Hill fund placement businesses, which were combined with PJT Partners

Silver Lake Partners in the establishment of a new long-term investment strategy, supported by an investment from Mubadala Investment Company; Mubadala also acquired a minority equity interest in Silver Lake from Dyal Capital Partners through a secondary transaction

Carlyle in its corporate conversion and acquisitions of The TCW Group, Highland Capital Management and Churchill Financial Advisors

KKR in its acquisitions of Avoca Capital and Prisma Capital Partners, as well as investments in Sterlite Investment Managers Limited, Avendus Capital and Focus Financial

Raven Capital Management in its acquisition by Metlife Investment Management, the institutional asset management business of MetLife

Baring Private Equity Asia in its acquisition by EQT AB

Lexington Partners in its $1.75 billion sale to Franklin Templeton

Portfolio Advisors in its merger with FS Investments, creating a $73 billion alternative investment firm

Black Creek Group in the sale of its U.S. real estate investment advisory and distribution business to Ares Management

Oaktree Capital Group in its sale of approximately 62% of the Oaktree business to Brookfield Asset Management, its acquisition of a majority stake in 17Capital and its transaction to assume the management of Fifth Street Finance Corp. and Fifth Street Senior Floating Rate Corp.

Bridgepoint in its acquisitions of EQT’s credit platform and Energy Capital Partners

Clearlake Capital Group in its acquisition of a majority stake in WhiteStar Asset Management

Almanac Realty Investors in its sale to Neuberger Berman

Advisor Group and Lightyear Capital in the sale of Advisor Group to Reverence Capital Partners

HNA Group in its investment in OM Asset Management plc

Hellman & Friedman and Edelman Financial Services in the acquisition of Financial Engines

“Thecreativity and willingness to engage in new areas, or promote new strategicavenues, is a very good skill set that they have, which sets them apart fromsome of the other firms.”

-Chambers USA (quoting a client)

We are a pioneer and market leader in sales and acquisitions of minority interests in private equity firms having advised on the earliest of these transactions. We have continued to develop unique insights by advising the sponsors on many of the most significant of these transactions, including:

CrossHarbor Capital Partners in its sale of a minority interest to Dyal Capital Partners
Quantum Energy Partners in its sale of a minority interest to Dyal Capital Partners
BC Partners in its sale of a minority interest to Blackstone Alternative Asset Management
New Mountain Capital in its sale of a minority stake to Blackstone Strategic Capital Holdings
Round Hill Capital in a strategic minority investment by Dyal Capital Partners
Bridgepoint in a strategic minority investment by Dyal Partners
Platinum Equity in a strategic minority investment by Dyal Capital
Rockpoint Group in the sale of a minority interest to Blackstone Strategic Capital Holdings
Riverstone in the sale of a minority interest to Goldman Sachs Asset Management’s Petershill fund
Clearlake Capital in a strategic minority investment by Dyal Capital Partners, Goldman Sachs Asset Management’s Petershill fund and existing partner Landmark Partners
Blackstone in its acquisitions of minority interests in Marlin Equity Partners, GI Partners, Francisco Partners, Kohlberg & Co., PAG and Leonard Green & Partners

In addition, we have advised on minority stakes deals for Corsair Capital, H.I.G. Capital, EIG, Lexington Partners, TSG Consumer Partners and TSSP. Our leading registered funds and private funds attorneys work closely with our M&A attorneys on the often complex regulatory issues that arise in transactions in the asset management industry. In addition to having advised the principals on some of the most complex and high-profile asset management transactions in recent years, we have been retained as regulatory specialists innumerous matters.

The Firm takes a proactive approach to best position clients for regulatory scrutiny, and we regularly assist clients across a comprehensive range of regulatory matters—advising on the consolidation of compliance programs, the maintenance of investment adviser registration exemptions, client consent processes (including mutual fund proxy solicitations), SEC examinations and inspections, Dodd-Frank Act and Volcker Rule issues, and matters implicating the Investment Company Act, the Investment Advisers Act and/or the Directive on Alternative Investment Fund Managers.

Related Practice Areas

Investment Funds
Fund Transactions
Financial Institutions
Executive Compensation and Employee Benefits