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    Home /  Lawyers /  C. Andrew Gerlach

    C. Andrew Gerlach

    Partner

    New York +1-212-558-4789
    gerlacha@sullcrom.com
    C. Andrew Gerlach Headshot Photo

    New York

    +1-212-558-4789

    |

    gerlacha@sullcrom.com

    Email vCard

    Andrew Gerlach is co-head of Sullivan & Cromwell’s Global Mergers & Acquisitions Group and a partner in its Financial Services Group. His practice focuses on advising clients on complex mergers and acquisitions, regulatory, corporate and other significant matters. His clients include emerging growth companies as well as established institutions in the financial services, private equity, digital assets, technology, transportation, industrials and consumer and retail sectors. Andrew also regularly serves as a strategic advisor to boards of directors, founders and senior business leaders on strategic matters, governance matters and crisis management and risk mitigation issues.

    He has advised on a number of significant M&A transactions in recent years, including ACE in its $28 billion acquisition of Chubb and Chubb’s subsequent $5.36 billion acquisition of certain CIGNA businesses in Asia-Pacific; Canadian Pacific in its $31 billion acquisition of Kansas City Southern; American International Group’s $5.1 billion sale of its affordable housing business to Blackstone; Citadel Securities in its $1.15 billion sale of a minority interest to Sequoia; and Goldman Sachs in its €1.7 billion acquisition of NN Investment Partners and its $2.2 billion acquisition of Greensky. He regularly advises clients on financial regulatory and digital asset-related matters, and has advised numerous fintechs and digital asset companies on licensing and banking charters.

    Andrew was recently named “Dealmaker of the Year” by the American Lawyer and Law360 MVP in M&A for his role representing Canadian Pacific in its acquisition of Kansas City Southern. He has also been recognized as a leader in M&A by Chambers USA, Lawdragon 500 and IFLR1000.

    Andrew is a member of the Firm’s Management Committee, co-head of the Firm’s Insurance practice and maintains a leadership role in the Firm’s Fintech and Digital Asset practices. He previously served as co-Managing Partner of the Firm’s General Practice Group.

    Andrew is a member of the Economic Club of New York and is a Fellow of the American Bar Foundation.

    Read More

    Spotlight

    Melissa Sawyer and Andrew Gerlach discuss S&C’s Law360 ‘Practice Group of the Year’ win for M&A

    Read More

    Andrew Gerlach Named Notable M&A Dealmaker by Crain’s New York Business

    Read More

    S&C Guides Canadian Pacific to Surface Transportation Board Approval of Kansas City Southern Acquisition

    Read More
    • Experience
    • Rankings and Recognitions
    • News
    • Publications, Videos and Podcasts
    • Credentials
    • Related Practices
    Experience

    Experience

    Banking

    • Ally Financial in its: 
      • IPO (advised underwriters)
      • sale of its operations in Europe and Latin America to General Motors Financial Company
      • sale of its Canadian auto finance business to the Royal Bank of Canada
      • sale of an interest in a Chinese joint venture
      • $1 billion capital raise and its repurchase of its Mandatorily Convertible Preferred securities held by the U.S. Treasury and the termination of the U.S. Treasury’s existing share adjustment right
    • Bancolombia in its: 
      • acquisition of HSBC Bank and its subsidiaries, the largest-ever foreign acquisition by a Colombian company
      • acquisition of Banagricola
    • Bank of East Asia in its sale of an 80% interest in its U.S. national bank subsidiary to Industrial and Commercial Bank of China

    • Bank of Montreal (BMO) in its: 
      • acquisition of GE Capital’s Transportation Finance business
      • acquisition of F&C Asset Management
      • acquisition of Marshall & Ilsley Corporation
      • subsidiary Harris National Association in its FDIC-assisted acquisition of AmCore Bank
    • Commerce Bancorp in its sale to TD Bank
    • EverBank in its acquisition of a business properties lending business from GE Capital 
    • FCB Financial Holdings in its IPO and its acquisition of Great Florida Bank
    • First Niagara Financial Group in its: 
      • sale to KeyCorp
      • combination with NewAlliance Bancshares
      • acquisition of branches from HSBC and sales of branches to Northwest Bank, KeyBank, Community Bank and Five Star Bank
    • Hudson City Bancorp in its sale to M&T Bank 
    • Luna in its acquisition of Lead Bank
    • Merrill Lynch & Co. in its acquisition of First Republic Bank
    • National Australia Bank in its acquisition of Great Western Bancorp
    • National City Corporation in: 
      • a $7 billion capital raise transaction
      • its sale to PNC Financial Services Group
    • Royal Bank of Canada in its:
      • acquisition of City National Corporation
      • sale of RBC Bank and related assets to PNC
      • The Board of Directors of Sovereign Bancorp in Sovereign’s sale to Banco Santander
    • SunTrust Banks in: 
      • the sale of RidgeWorth Capital Management to RidgeWorth employees and an investor group led by a private equity fund managed by Lightyear Capital
      • the sale of money fund assets to Federated Investors
      • the sale of its corporate trust business
      • its restructuring and subsequent sale of its interest in Lighthouse Partners
    • Susquehanna Bancshares in its:
      • sale to BB&T Corporation
      • sale of branches to MVB Bank
    • Wachovia Corporation in its sale to Wells Fargo & Company and the sale of its corporate trust and stock transfer businesses

    Insurance

    • ACE Limited in its acquisition of The Chubb Corporation
    • Ally Financial in its sale of its Mexican insurance business (ABA Seguros) to ACE Group
    • American International Group in its: 
      • $5.1 billion sale of AIG’s interests in a U.S. affordable housing portfolio to Blackstone Real Estate Income Trust
      • acquisition of Hamilton USA and its arrangements with Two Sigma to leverage data science and technology for AIG’s commercial insurance business
      • sale of United Guaranty Corporation to Arch Capital Group
      • partnership with Hamilton Insurance Group and affiliates of Two Sigma Investments to establish a technology-enabled, customer-centric insurance platform for the Small to Medium-sized Enterprise market
      • sale of AIG Advisor Group
      • acquisition of First Principles Capital Management
    • Chubb Limited in its $5.36 billion acquisition of the personal accident, supplemental health and life insurance business of Cigna in seven Asia-Pacific markets
    • DOXA Insurance Holdings in a series of acquisitions
    • Global Atlantic Financial, Pine Brook and J. Safra Group, as part of a group of investors, in connection with their $2.05 billion acquisition of Talcott Resolution, The Hartford’s run-off life and annuity businesses
    • Goldman Sachs in its acquisition of DOXA Insurance 
    • GSO Capital Partners as part of investor group providing equity financing in connection with CF Corporation’s acquisition of Fidelity & Guaranty Life
    • Lightyear Capital affiliates in multiple investments, including their investment in Antares Re
    • UBS Group in connection with its subsidiary PaineWebber Life Holdings’ sale of UBS Life Insurance Company USA to Aspida Holdings, an indirect subsidiary of Ares Management
    • VALE in the acquisition of a majority equity interest by Flexpoint Ford

    Other Financial

    • Ally Financial in its acquisition of TradeKing
    • Citadel Securities in:
      • its investment in Kraken
      • its minority investment in Ripple Labs
      • its investment in EDX and HRP
      • connection with Sequoia’s and Paradigm’s $1.15 billion minority investment in Citadel
    • Fox-Pitt Kelton in its combination with Cochran Caronia Waller
    • Goldman Sachs in its: 
      • investment in TXSE Group
      • €1.7 billion acquisition of NN Investment Partners from NN Group
      • spin-off of the GS DAP platform from its Digital Assets business
    • Guild Holdings Company in its pending sale to Bayview Asset Management
    • Nomura in multiple transactions
    • OneMain Holdings in its application to establish OneMain Bank
    • Seneca Mortgage Servicing in its selection of Nationstar as subservicer for existing and future acquisitions of MSRs and the sale of its MSR portfolio to Wells Fargo
    • Significant financial institution in a sale of a student loan portfolio to a private equity buyer 

    Technology/Fintech 

    • Allianz in connection with multiple investments in various fintech and wealth management targets, through its digital venture capital arm, Allianz X, including its participation in Stripe’s funding round and its investment in Alti Global
    • Ally Financial in its: 
      • $750 million acquisition of Fair Square Financial 
      • acquisition of digital point-of-sale payment solution, Health Credit Services
    • Axioma in its $850 million acquisition by Deutsche Börse
    • Bank of America, Barclays, Citadel Securities, Citibank, Goldman Sachs, J.P. Morgan and Wells Fargo in their minority investment in Fenics Markets Xchange
    • Bakkt in the divestiture of its Trust custody business to Intercontinental Exchange
    • BlockFi in the offering of BlockFi Interest Accounts (BIAs), crypto interest-bearing accounts
    • Chain in connection with its sale to Lightyear Corporation 
    • Cumberland DRW, the digital assets arm of DRW Holdings, in securing a Bitlicense from the NYDFS
    • Digital Asset Holdings in multiple capital raises
    • FanDuel in its joint venture with CME Group to launch a non-clearing futures commission merchant that will facilitate access to new event-based contracts
    • Financeit in its sale by Goldman Sachs to Wafra
    • Fiserv in its acquisition of CheckFree Corporation 
    • Galaxy Digital in its:
      • acquisitions of leading cryptocurrency trading firms DrawBridge Lending and Blue Fire Capital
      • PIPE transaction led by a group of institutional investors
    • Goldman Sachs in multiple transactions including its acquisition of Clarity Money
    • Goldman Sachs Merchant Banking Division in multiple transactions, including its:
      • acquisition of White Ops
      • investment in and sale of FinanceIt 
    • Human Security in its:
      • acquisition of PerimeterX
      • acquisition of Clean.io
    • Moneris Solutions Corporation in connection with the sale of its U.S. subsidiary Moneris Solutions, Inc. to Vantiv, Inc.
    • Northern Data in the $406 million sale of its U.S. subsidiary Whinstone to Riot Blockchain 
    • Ripple Labs in its strategic preferred equity investment in Keyrock
    • Rock Holdings Inc., controlling shareholder of Rocket Mortgage and related companies, in connection with a corporate restructuring
    • Swan Bitcoin in its Bitcoin treasury management agreement with Sequans Communications S.A.
    • Trading Technologies in its acquisition by 7RIDGE
    • tZERO in connection with Intercontinental Exchange’s strategic investment in tZERO 

    Private Equity

    • Apollo Global Management in various investments
    • Goldman Sachs Merchant Banking Division in its $1.13 billion acquisition of People Corporation
    • J.C. Flowers affiliates in multiple transactions, including its: 
      • equity investment in OneWest (IndyMac)
      • equity investment in Saddle River Valley Bancorp
      • acquisition of Fox-Pitt Kelton from Swiss Re and subsequent sale of Fox-Pitt Kelton Cochran Caronia Waller to Macquarie Capital
      • proposed acquisition of Sallie Mae

    Industrial and Other

    • Canadian Pacific Railway in its:
      • $31 billion acquisition of Kansas City Southern, creating the first rail network connecting the U.S., Mexico and Canada
      • sale of Panama Canal Railway Company to APM Terminals Panama Rail LP
    • Castleton Commodities in its acquisition of Morgan Stanley’s global oil merchanting business
    • CPPIB in multiple transactions including its initial acquisition, with TPG Capital, of a 17% stake in Viking Cruises, followed by an additional investment
    • SunTx Capital Partners in a leveraged buyout of Carolina Beer & Beverage, an equity investment in Veritex Holdings, and a controlling interest in Freedom Truck Finance
    • Temasek Holdings in:
      • connection with Kaseya’s $6.2 billion acquisition of Datto 
      • its investment in Creative Artists Agency
      • various equity and credit investments in numerous targets

    Read More
    Rankings and Recognitions

    Rankings and Recognitions

    • The American Lawyer – Dealmaker of the Year (2022)
    • Law360 – Banking MVP (2016), Mergers & Acquisitions MVP (2022)
    • Chambers USA – Financial Services Regulation: Financial Institutions M&A (2012, 2013, 2015, 2016, 2017, 2018, 2019, 2020, 2021, 2022, 2023, 2024, 2025)
    • Lawdragon 500: Leading Dealmakers in America (2021)

    • New York Super Lawyers – “Super Lawyer” for Banking (2011, 2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019)
    • IFLR1000 – Highly Regarded (2012, 2013, 2014, 2015, 2016, 2017, 2018, 2019, 2020, 2021)
    • The Legal 500 United States – Recommended lawyer (2013, 2014, 2015, 2016, 2018)
    • Who’s Who Legal – Recommended lawyer for Banking (2015, 2016, 2020)
    Read More
    News

    News

    • S&C Advises Guild Holdings in $1.3 Billion Sale to Bayview Asset Management

      July 1, 2025
    • S&C Advises Canadian Pacific Kansas City Limited and Panama Canal Railway Company on Railway Sale

      April 10, 2025
    • S&C Advises Allianz X in Strategic Investment in AlTi Global

      February 26, 2024
    • S&C Guides Canadian Pacific to Surface Transportation Board Approval of Kansas City Southern Acquisition

      May 8, 2023
    • Insider Profiles S&C Team Representing BlockFi in Landmark SEC and State Settlements

      March 8, 2022
    • S&C Advises BlockFi in Interest-bearing Crypto Account Launch and SEC Settlement

      February 25, 2022
    Read More
    Read More
    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • S&C Financial Services Coronavirus Developments

      S&C Alerts March 25, 2020
    Read More
    Credentials

    Credentials

    Education

    • Boston University School of Law, J.D., 2002
    • George Mason University, B.A., 1997

    Bar Admissions

    • New York
    Read More
    Related Practices

    Related Practices

    • General Practice
    • Artificial Intelligence
    • Bank Regulatory
    • Corporate Governance
    • Cybersecurity
    • Digital Assets
    • Financial Services
    • Financial Services Investigations & Litigation
    • Financial Services Mergers & Acquisitions
    • Fintech
    • India
    • Insurance
    • Investment Management
    • Latin America
    • Mergers & Acquisitions
    • Payments
    • Private Equity
    • Shareholder Activism
    • Technology
    • Venture Capital & Emerging Growth Companies
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