Representative Financial Services M&A Transactions
Asset Management • Cole Credit Property Trust II. Represented the Special Committee of Cole Credit Property Trust II Inc., a real estate investment trust, in the sale of Cole Credit Property Trust II Inc. to Spirit Realty Capital. • A10 Capital. Represented H.I.G. Capital in its acquisition of A10 Capital, a provider of commercial real estate financing products. • Swiss Re Private Equity Partners. Represented BlackRock Private Equity Partners in its acquisition of Swiss Re Private Equity Partners, the private equity investment arm of Swiss Re. • Fraser Sullivan. Represented 3i Group in its strategic transaction with Fraser Sullivan, a privately owned investment manager. • SteelPath Capital Management. Represented SteelPath Capital Management in its sale to OppenheimerFunds, Inc., a privately owned investment manager. • Strategic Investment Partners. Represented Strategic Investment Partners, an employee owned investment management firm, in its sale to Friedman, Fleischer & Lowe. • Arctic Glacier Income Fund. Represented H.I.G. Capital in its $434 million acquisition of Arctic Glacier Income Fund, an unincorporated open-ended mutual fund trust. • ALPS Fund Services. Represented DST Systems in its $250 million acquisition of ALPS Fund Services, a provider of asset management services to mutual funds and investment managers. • Ashmore Group. Represented Ashmore Group plc, a leading specialist emerging markets investment manager, in its $246 million acquisition of in Emerging Markets Management L.L.C., a Virginia-based investment management firm with approximately $10.4 billion of assets under management. • Matthews International Capital Management. Represented Matthews International Capital Management in its investment by Lovell Minnick Partners. • Landmark Partners. Represented Landmark Partners in its $171.5 million sale to Religare Global Asset Management Inc. • Siguler Guff. Represented Siguler Guff, a fund of funds, in its sale of a 20% stake to Bank of New York. • Neuberger Berman. Represented Bain Capital in its $2.15 billion acquisition of Lehman Brothers Holdings asset management business. Bain Capital proposed to partner with Hellman & Friedman to purchase the Neuberger Berman business which had been among the biggest business units of Lehman Brothers, which filed for bankruptcy in September 2008. 1 31355549_1 www.ropesgray.com
Representative Financial Services M&A Transactions
Banking & Finance Companies • Butterfield Fulcrum Group. Represented BV Investment Partners in its acquisition and subsequent sale of Butterfield Fulcrum Group, a Bermuda based independent fund administrator company. • Monitor Company. Represented Monitor Company Group, a business and financial advisory firm, in its $116 million sale to Deloitte Consulting. • State Street Corporation. Represented State Street Corporation in its $550 million acquisition of Goldman Sachs Administration Services Company Limited, an investment advisor arm of Goldman Sachs that primarily manages hedge funds. • Meta Financial Group. Represented Altamont Capital in its PIPE investment in Meta Financial Group, Inc., a provider of banking services. • Trimaran Advisors. Represented Kohlberg Capital Corp in its acquisition of Trimaran Advisors, a credit based alternative asset manager. • Saxo Bank. Represented TPG Capital in its acquisition of Saxo Bank, a Denmark-based investment bank. • Oxford Finance Corp. Represented Welsh, Carson, Anderson & Stowe in its investment in Oxford Finance Corp., a provider of debt financing services to life science and health care companies. • NASDAQ OMX. Represented Silver Lake Partners in its investment in (and subsequent disposition of) NASDAQ OMX. • Sun Bancorp. Represented Siguler Guff & Company, LP in its investment in Sun Bancorp Inc., a provider of various commercial and consumer banking services. • Churchill Financial. Represented Churchill Financial, a provider of senior, unitranche and other debt financing to middle market companies controlled by private equity firms and other investors, in its sale to Olympus Partners. • State Street Corporation. Represented State Street Corporation in connection with numerous transactions including the sale of its private asset management business to Charles Schwab, and the recent sale of its joint venture interest in CitiStreet LLC, one of the premier retirement plan and benefit service and administration organizations in the world, to ING Group. • Fiduciary Network. Represented Fiduciary Network, a provider of passive capital to fee-only wealth management firms in its acquisition of interests in Keats Connelly, Brouwer & Janachowski Inc., and Brightworth LLC.
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Representative Financial Services M&A Transactions
Broker-Dealers • Concord Wealth Management. Represented LPL Investment Holdings, the holding company for one of the nation’s largest independent broker-dealer networks, in its acquisition of Concord Wealth Management, a developer of wealth management solutions for financial institutions. • LPL Financial. Represented LPL Financial in its acquisition of IFMG Securities from SunLife. IFMG is a leader in providing banks, savings and loans, and credit unions nationwide with a portfolio of investment and insurance products. LPL is the nation’s largest provider of third-party investment services to banks and credit unions and is the largest network of independent broker/dealers in the US, with more than 10,000 advisors nationwide. • Instinet. Represented Silver Lake Partners in its acquisition and subsequent sale of Instinet’s institutional broker-dealer business. • TD Ameritrade. Represented Silver Lake Partners in connection with the merger of Ameritrade and TD Waterhouse to form TD Ameritrade. • Datek. Represented Bain Capital, Silver Lake Partners and TA Associates in their acquisition of Datek Online Holdings Corp., operator of one of the nation’s most innovative online brokers, and The Island ECN, Inc., a technology leader in alternative trading systems. • Boston Institutional Group. Represented Boston Institutional Group, a soft dollar broker-dealer, in its sale of BYSIS. Insurance, Insurance Brokers and Related Services • National Financial Partners. Represented Madison Dearborn Partners in its $1.2 billion acquisition of National Financial Partners, an insurance broker. • Transatlantic Holdings. Represented Alleghany Corp. in its acquisition of Transatlanctic Holdings Inc., a company that offers reinsurance capacity for a range of property and casualty products to insurers and reinsurers on a treaty and facultative basis. • Liazon. Represented Bain Capital Ventures in its Series D Investment in Liazon Corp., a private benefits exchange that helps employers save money on their benefits costs by setting predictable budgets while guiding employees to purchase coverage of health, dental, vision, disability benefits, supplemental health insurance, wellness, and telemedicine • Innovative Aftermarket Systems. Represented Genstar Capital in its acquisition of Innovative Aftermarket Systems, a provider of finance and insurance (F&I) aftermarket programs and software solutions to automotive dealerships.
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Representative Financial Services M&A Transactions
• Insurity. Represented Genstar Capital in its acquisition of Insurity, Inc., a provider of software solutions and services to the property and casualty insurance industry. • McLarens Young International & Airclaims. Represented Altamont Capital in its providing of capital to support McLarens Young International Inc., a global insurance loss adjuster, in its merger with Airclaims Limited, the loss adjusting leader in the aviation industry. • The Hilb Group. Represented BHMS Investments in its investment in The Hilb Group, an insurance broker. • Universal American Financial Corporation. Represented Welsh, Carson, Anderson & Stowe in its sale of MemberHealth, Inc. to Universal American Financial Corporation, a provider of health insurance and managed care products and services, and Welsh Carson’s simultaneous PIPE investment in Universal American. • Hanover Insurance. Represented Hanover Insurance Group in separate transactions involving: (1) the acquisition finance for Hanover’s purchase of The Chaucer Group plc, (2) the sale of Hanover's life insurance subsidiary, First Allmerica Financial Life Insurance Company (FAFLIC), to Commonwealth Annuity & Life Insurance Co., a subsidiary of The Goldman Sachs Group, (3) the sale of its premium finance subsidiary, AMGRO, Inc. to Premium Financing Specialists, Inc., (4) Hanover's acquisition of Citizens Corporation, and (5) the sale of Hanover's universal life insurance business to John Hancock Financial Services. • N.E.W. Customer Service Companies. Represented Berkshire Partners in its sale of N.E.W. Customer Services Companies, a provider of extended service plans, buyer protection services and product support, to Asurion LLC, a provider of services and insurance products to wireless carriers and subscribers. • Palisades Safety and Insurance Association. Represented Palisades Safety and Insurance Association, an affiliate of Plymouth Rock Insurance Corporation, in its multi-million dollar acquisition The Prudential Property and Casualty Insurance Company of New Jersey, the New Jersey property and casualty unit of Prudential Financial, Inc. • HUB International. Represented Apax Partners in its $1.8 billion acquisition of HUB International, an insurer of property and casualty, life and health, employee benefits, and risk management products and services to commercial and personal accounts. • Atlantic Specialty Insurance Company. Represented OneBeacon Insurance Corporation in its multi-million dollar acquisition of Atlantic Specialty Insurance Company, a subsidiary of Atlantic Mutual. • Independent Insurance Investments. Represented Inverness Management LLC in its multi-million dollar acquisition of Independent Insurance Investments, a non-standard auto insurance specialist. The proceeds of the equity financing were used
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Representative Financial Services M&A Transactions
by Independent Insurance Investments to simultaneously close a $60.5 million acquisition of Omni Insurance Group from The Hartford Insurance Company. • York Insurance Services. Represented Bexil Corporation in the sale of its 50% interest in privately held York Insurance Services Group, Inc. to York Insurance Holdings, Inc. • Medical Services Company (MSC). Represented Monitor Clipper in its $350 million acquisition of MCS, the largest independent procurement provider of ancillary healthcare products and services to U.S. workers’ compensation claimants. • MemberHealth. Represented MemberHealth, a Medicare Part D provider, in its $630 million merger with Universal American Financial. Also represented Welsh Carson Anderson & Stowe in its simultaneous PIPE investment in Universal American, provider of health insurance and managed care products. • The Kooper Group. Represented The Kooper Group, Inc. provider of life, health and disability insurance programs, in its sale of assets to Arthur J. Gallagher & Co. • Response Insurance Group. Represented Response Insurance Group, provider of automobile insurance, in its acquisition of Worldwide Insurance Company and Worldwide Direct Auto Insurance Company. • Great-West Lifeco. Represented the Putnam Funds and their independent Trustees in connection with matters relating to Great-West Lifeco Inc.'s $3.9 billion acquisition of Putnam Investments, which resulted in a change of control of the Funds' investment adviser, Putnam Investment Management, LLC. Great-West Lifeco Inc. is an annuity and insurance company. • Independent Insurance Investments. Represented a well known investment firm in its multi-million dollar investment of Independent Insurance Investments, Inc., provider of automobile insurance products and services. • N.E.W. Customer Service Companies. Represented Berkshire Partners in its acquisition of N.E.W. Customer Services Companies, a provider of extended service plans, buyer protection services and product support. • Direct Response Corporation. Represented Direct Response Corporation, provider of direct-to-the-consumer automobile insurance services, in its acquisition of John Hancock Indemnity Corporation. • HUB International. Represented Apax in its $1.8 billion acquisition of HUB International which provides property and casualty, reinsurance, life and health, employee benefits, investment and risk management products and services through offices located in the US and Canada. • Amgro. Represented The Hanover Insurance Group in its sale of Amgro Inc., an insurance broker.
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Representative Financial Services M&A Transactions
• Ariel Holdings. Represented Bain Capital in its $1 billion acquisition of Ariel Holdings Ltd., a property and casualty reinsurance and insurance provider. Payment Processing and Financial Business Services • Allied Reliability Group, Inc. Represented Pfingsten Partners, LLC in its acquisition of Allied Reliability Group, Inc., a company that provides maintenance, reliability, operational consulting, training, staffing, and integrated software solutions for industrial and manufacturing sectors. • BankLink Limited. Represented MYOB Finance in its $111 million acquisition of BankLink Limited, a provider of read-only transaction data through direct feeds. • Innovative Aftermarket Systems. Represented Genstar Capital in its acquisition of Innovative Aftermarket Systems, a provider of finance and insurance software solutions for the automotive industry. • Genpact. Represented Bain Capital in its acquisition of Genpact Ltd., a provider of finance and accounting services. • Allen Systems Group. Represented TPG Capital in its $250 million loan facility for Allen Systems Group, a provider of business performance IT software solutions. • Veritable. Represented Affiliated Managers Group in its acquisition of Veritable LP, an employee owned investment manager. • Innovative Aftermarket Systems. Represented Genstar Capital in its acquisition of Innovative Aftermarket Systems, a provider of finance and insurance software solutions for the automotive industry. • MYOB. Represented Bain Capital in its acquisition of MYOB Limited, Australia’s leader in financial software solutions. • SAVVIS. Represented Welsh, Carson, Anderson & Stowe in its $3 billion sale of SAVVIS, Inc., a provider of cloud software and information technology (IT) services to the financial services industry. • Butterfield Fulcrum Group. Represented BV Investment Partners in its acquisition of Butterfield Fulcrum Group, a global fund administrator for the hedge fund and alternative investment management industry, and FORS Limited, a global provider of accounting and reporting solutions. • SunGard Data Systems. Represented the consortium of seven buyers in the $11.3 billion acquisition of SunGard Data Systems, a provider of software and processing solutions to financial services institutions.
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Representative Financial Services M&A Transactions
• PNC Financial Services Group. Advising PNC as to investment management regulatory matters with respect to the sale PNC Global Investment Servicing Inc., a leading provider of processing, technology and business intelligence services to asset managers, broker-dealers, and financial advisors worldwide, to BNY Mellon for $2.3 billion in cash. • Ruesch International. Represented Ruesch International, Inc., a provider of business-to-business payment solutions, in its sale to Travelex Group Limited. • TransFirst Holdings. Represented Welsh, Carson, Anderson & Stowe in its acquisition of TRANSFIRST Holdings, Inc., a provider of transaction processing services and payment processing technologies.
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