The Firm is counsel to funds, fund managers, independent directors and fund underwriters for open- and closed-end funds. The Firm helps new participants enter the investment management industry—directly through the establishment of affiliated funds and indirectly through the acquisition of management companies.
During the financial crisis, S&C acted as Investment Company Act counsel in the creation of the Money Market Investor Funding Facility by J.P. Morgan, the Federal Reserve Bank of New York and others.
S&C counsels buyers and sellers in mergers and acquisitions involving investment management companies and financial institutions for which asset management businesses drive the transaction.
The Investment Management Group works extensively with lawyers in the Alternative Investment Management Group.
SELECTED REPRESENTATIONSRecent Sullivan & Cromwell investment management fund matters include representations of:
- Carlyle GMS Finance and OFS Capital, on two recent business development company engagements.
- a large sovereign wealth fund, in making investments in three managed accounts that co-invest with well-established real estate and distressed debt fund sponsors along with its investment in a fourth fund and related co-investment.
- a sovereign wealth fund, in its investment in a new fund focused on the financial services industry.
- a financial institution, in structuring a new fund focused on the aviation industry.
- numerous private merchant banking clients, in creating new investment pools that are sold to sophisticated institutional and high-net-worth individual investors and assisting in the negotiation and consummation of merchant banking investments on behalf of such pools.
- Artisan, as fund counsel, on a number of IPOs and private placements.
- Ares Dynamic Credit & Allocation Fund, as fund counsel, on a number of IPOs and private placements.
- Och-Ziff Capital Management, as counsel to the underwriters, on a number of IPOs and private placements.
- Oaktree Capital, as counsel to the underwriters, on a number of IPOs and private placements.
- Apollo Management, as counsel to the underwriters, on a number of IPOs and private placements.
- Vanguard Funds and certain Vanguard Funds trustees, in dismissed Racketeer Influenced and Corrupt Organizations Act litigation.
- Delafield Fund, as counsel to its independent directors, in an acquisition of assets by Tocqueville Trust.
- Asset Managers’ Committee of the President’s Working Group on Financial Markets, in the development of best-practices guidelines for hedge funds.
- Managed Funds Association, in the development of sound practices for hedge fund managers.
- several U.S. hedge fund managers, in restructuring worldwide operating entities and/or developing compensation programs.
Recent S&C investment management M&A and transactional matters include representing:
- Credit Suisse Group (Switzerland), in its pending purchase of Morgan Stanley’s private wealth management businesses in Europe, the Middle East and Africa, excluding Switzerland, for an undisclosed amount.
- Genworth Financial, on the approximately $412.5 million sale of its wealth management business, including Genworth Financial Wealth Management and alternative solutions provider, the Altegris companies, to a partnership of Aquiline Capital Partners and Genstar Capital.
- Barclays Capital, in the acquisition of an interest in NGP Energy Capital Management.
- The Rock Creek Group, in Wells Fargo Asset Management’s acquisition of a minority ownership stake in Rock Creek.
- China Cinda Asset Management, in its block sale of common stock to CITIC Capital Partners (Hong Kong), National Social Security Fund of China, Standard Chartered and UBS.
- Goldman Sachs Asset Management, in its acquisition of Benchmark Asset Management.
- Bank of America, in its sale of a majority of its interest in Nuveen Investments to an affiliate of Madison Dearborn Partners.
- ING Groep, in the sale of the majority of its real estate investment management business to CB Richard Ellis Group and Lightyear Capital in two separate transactions.
- ING Groep, in the sale of its Latin American pensions, life insurance and investment management businesses to Grupo de Inversiones Suramericana.
- York Capital Management, in the sale of a minority interest to Credit Suisse’s asset management division.
- Allianz, through its subsidiaries Allianz France and Allianz Global Investors Europe Holding, in its sale of Allianz Alternative Asset Management and its subsidiaries to Nexar Capital, a member of the Nexar Capital group, for an undisclosed amount.
- Allied Capital’s board of directors, in its acquisition by Ares Capital.
- Caliburn Partnership, on U.S. law aspects in its $182 million acquisition by Greenhill & Co.
- Chapdelaine, in the sale of a controlling interest in Chapdelaine to an affiliate of Primus Financial Holdings.
- Evercore Partners, in the acquisition of certain assets and the assumption of certain liabilities relating to the U.S. and U.K. private funds placement agent business of Neuberger Berman.
- Genworth Financial, in the acquisition of alternative investment management platform provider Altegris.
- SunTrust Banks and StableRiver Capital Management, in their asset purchase agreement to transition $17 billion in money market assets to Federated Investors Inc. for an upfront payment of up to $8.75 million and the potential for additional payouts that could total approximately $30 million during the following five years.