Representative Financial Services M&A Transactions

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1 Asset Management Hellman & Friedman. Representing Hellman & Friedman in connection with its acquisition of Allfunds Bank S.A., a Spanish bank that offers intermediation and investment services to commercial banks, private banking institutions, fund managers, insurance companies and fund supermarkets. Ramius, LLC. Represented Ramius, LLC, in its sale of Ramius Alternative Solutions to AllianceBernstein. Landmark Partners. Represented Landmark Partners in the $465 million sale to OM Asset Management, a privately owned asset management holding company. State Street Bank and Trust Company. Represented State Street Bank and Trust Company in the acquisition of GE Asset Management (GEAM), a privately owned investment manager. Mitsubishi UFJ Investor Services. Represented Mitsubishi UFJ Investors Services in its acquisition of UBS Global Asset Management s Alternative Fund Services Business, a company that offers professional services for hedge funds, funds of hedge funds, private equity, and real estate structures. Mitsubishi UFJ Fund Services Holdings Ltd. Represented Mitsubishi UFJ Fund Services Holdings Ltd., an asset administration company, in its acquisition of Meridian Fund Services Group. Bain Capital. Represented the global credit affiliate of Bain Capital in its $1.6 billion acquisition of four portfolios of collateralized loan obligations (CLOs) from Regiment Capital. Wellington Management Company. Represented Wellington Management Company, a privately owned investment manager, in its $85 million PIPE investment in ChinaCache International Holdings Ltd., a provider of content and application delivery services in the People s Republic of China. 3i Group. Represented 3i Group in its strategic transaction with Fraser Sullivan, a privately owned investment manager. Special Committee of Cole Credit Property Trust II Inc. 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. in its sale to Spirit Realty Capital. Strategic Investment Partners. Represented Strategic Investment Partners, an employee owned investment management firm, in its sale to Friedman, Fleischer & Lowe. DST Systems. Represented DST Systems in its acquisition of ALPS Fund Services, a provider of asset management services to mutual funds and investment managers. 1

2 Ashmore Group plc. Represented Ashmore Group plc, a leading specialist emerging markets investment manager, in its $246 million acquisition of Emerging Markets Management L.L.C., a Virginia-based investment management firm with approximately $10.4 billion of assets under management. Affiliated Managers Group. Represented Affiliated Managers Group in its take private acquisitions of Highbury Financial and its subsidiary Aston Management an investment management company for mid-sized firms. Lee Munder Capital Group. Represented Lee Munder Capital Group, a private investment management firm, in its $18.3 million sale to City National Corp. Natixis Global Asset Management. Represented Natixis Global Asset Management in its acquisition of interests in Gateway Investment Advisers, Percipio Capital Management, Alpha Simplex Group and Hansberger Group. Banking & Finance Companies Mitsubishi UFJ Trust and Banking Corporation. Represented Mitsubishi UFJ Trust and Banking Corporation in its purchase of Rydex Fund Services, Inc., a software company providing transfer agency, accounting, compliance, and information technology services for the Rydex funds. Mitsubishi UFJ Financial Group. Represented Mitsubishi UFJ Financial Group in the acquisition of Capital Analytics, the private equity administration business of Neuberger Berman Group. Fidelity Management & Research Company. Represented Fidelity Management & Research Company in its investment in Oportun, a mission-driven financial services company formerly known as Progreso Financiero. Gordon Brothers Group. Represented Gordon Brothers Group, a commercial finance company that focuses on middle market lending, in its $130 million divestiture of GB Credit Partners. 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. Welsh, Carson, Anderson & Stowe. 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. BV Investment Partners. Represented BV Investment Partners in its acquisition and subsequent sale of Butterfield Fulcrum Group, a Bermuda based independent fund administrator. 2

3 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 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., Brightworth LLC, and Gibson Capital. Broker-Dealers LPL Investment Holdings. 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. Boston Institutional Group. Represented Boston Institutional Group, a soft dollar broker-dealer, in its sale of BYSIS. Insurance, Insurance Brokers and Related Services Dragoneer Investment Group. Representing Dragoneer Investment Group in its $20 million investment in AmWins Group, a casualty insurance brokerage firm. NFP Holdings. Represented NFP Holdings, a leading insurance broker and consultant that provides employee benefits, property & casualty, retirement and individual insurance and wealth management solutions, and Madison Dearborn Partners in its agreement to receive a substantial minority investment by HPS Investment Partners. SquareTrade. Represented SquareTrade, a consumer protection plan provider, in its $1.4 billion acquisition by The Allstate Corporation, the largest publicly held personal lines insurer in the United States. 3

4 NFP Advisor Services. Represented NFP Advisor Services, a leading insurance broker, in its sale of 80 percent stake in NFP Advisor Services to funds affiliated with Stone Point Capital. Conning Inc. Represented Conning Inc. in its sale of Cathay Financial, an insurance provider based in Taiwan. Pittsburgh Glass Works. Represented Pittsburgh Glass Works, a manufacturer of glass panes for automotive applications, in its $280 million divestiture of its Insurance and Services Division. Madison Dearborn Partners. Represented Madison Dearborn Partners in its $1.2 billion acquisition of National Financial Partners, an insurance broker. Alleghany Corp. Represented Alleghany Corp. in its acquisition of Transatlantic 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. BHMS. Represented BHMS Investments in its investment in The Hilb Group, an insurance broker. The Hanover Insurance Group. Represented The 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. The Hanover Insurance Group. Represented The Hanover Insurance Group in its sale of Amgro Inc., an insurance broker. MemberHealth. Represented MemberHealth, a Medicare Part D provider, in its $630 million merger with Universal American Financial. Ropes & Gray also represented Welsh Carson Anderson & Stowe in its simultaneous PIPE investment in Universal American, provider of health insurance and managed care products. Putnam Funds. 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. Represented a well known investment firm in its multi-million dollar investment in Independent Insurance Investments, Inc., provider of automobile insurance products and services. Direct Response Corporation. Represented Direct Response Corporation, provider of direct-to-the-consumer automobile insurance services, in its acquisition of John Hancock Indemnity Corporation. 4

5 MassMutual Capital Partners LLC. Represented MassMutual Capital Partners LLC, a member of the MassMutual Financial Group, and affiliates of Cerberus Capital Management, L.P. in the $600 million investment to take a controlling stake in Scottish Re Group Limited, a global life reinsurance specialist. Inverness Management LLC. 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 by Independent Insurance Investments to simultaneously close a $60.5 million acquisition of Omni Insurance Group from The Hartford Insurance Company. Bexil Corporation. Represented Bexil Corporation in the sale of its 50% interest in privately held York Insurance Services Group, Inc. to York Insurance Holdings, Inc. Monitor Clipper. Represented Monitor Clipper in its $350 million acquisition of MSC, the largest independent procurement provider of ancillary healthcare products and services to U.S. workers compensation claimants. The Kooper Group, Inc. Represented The Kooper Group, Inc. provider of life, health and disability insurance programs, in its sale of assets to Arthur J. Gallagher & Co. OneBeacon Insurance Corporation. Represented OneBeacon Insurance Corporation in its multi-million dollar acquisition of Atlantic Specialty Insurance Company, a subsidiary of Atlantic Mutual. Response Insurance Group. Represented Response Insurance Group, provider of automobile insurance, in its acquisition of Worldwide Insurance Company and Worldwide Direct Auto Insurance Company. Palisades Safety and Insurance Assocation. 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. Palisades Safety and Insurance Association. Represented Palisades Safety and Insurance Association in its acquisition of National Atlantic Holdings Corp., an insurance company that provides its services to individuals and businesses. Payment Processing and Financial Business Services Innovative Aftermarket Systems. Represented Innovative Aftermarket Systems, a Genstar Capital portfolio company, in its acquisition of First Dealer Resources, a provider of aftermarket financial products and services for automotive dealers. MYOB Finance. Represented MYOB Finance in its $111 million acquisition of BankLink Limited, a provider of read-only transaction data through direct feeds. 5

6 Affiliated Managers Group. Represented Affiliated Managers Group in its acquisition of Veritable LP, an employee owned investment manager. PNC. 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, brokerdealers, and financial advisors worldwide, to BNY Mellon for $2.3 billion in cash. Ruesch International, Inc. Represented Ruesch International, Inc., a provider of business-to-business payment solutions, in its sale to Travelex Group Limited. Served as lead counsel to 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. 6