Michael A. Katz

Prior to joining Willkie, Michael was Special Counsel at Sullivan & Cromwell LLP.  He also previously practiced at Proskauer Rose LLP (1997–2007) and Winston & Strawn LLP (1994–1997).

Publications

• “Executive Compensation Considerations in IPOs,” Practical Law Company, November 2015.
• "Recent Legislation Impacts Deferred Compensation and More," The Metropolitan Corporate Counsel, November 2004.
• "IRA Owners Are Seeking Alternate Investment Opportunities," The New Jersey Law Journal, February 2003.
• "IRS Issues Long-Awaited Proposed Golden Parachute Rules," The Corporate Officers & Directors Liability Litigation Reporter, May 2002.
• "Parachute Check," The Daily Deal, March 2002.
• "Federal Securities Registration Issues for Stock Option Plans of Private Companies," Compensation & Benefits Review, September 2001.
• "Are Keogh Plan Funds Protected from Creditors?", New York Law Journal, June 1997.

Speaking Engagements

• Avoiding Common 409A Drafting Pitfalls in Employment and Severance Agreements: ALI-CLE, December 2013.
• New Developments in Change-in-Control Protection: ALI-CLE, May 2013.
• Drafting Executive Employment Agreements: ALI-CLE, January 2013.
• Executive Compensation Issues Under Dodd-Frank Reform Legislation: BNY Mellon "Leading Exchange" Video Webcast, September 2010.
• Final Stretch for 409A Compliance: Association of the New York City Bar, September 2008.
• Executive Compensation: The Composition, Roles and Responsibilities of the Compensation Committee: Celesq Online CLE Programs, February 2004.
• Representing the New Internet Company: Employment Arrangements and Equity Arrangements: Law Education Institute, January 2001.
• Employee Benefits Issues in Employee Leasing and Independent Contractor Arrangements: American Management Association, 1996.

Michael’s experience includes handling the executive compensation and employee benefits aspects of the following transactions:

• Insight Partners in connection with numerous investments, including:
  • the acquisitions of: Achieve3000; Appriss; Armis; Bullhorn; CentralReach; Conga; DrillingInfo; E2open; EveryAction; Episerver; Fenergo; FireMon; Fourth; Frontline Technologies; Illuminate Education; Interfolio; Jama Software; Jedox; Kaseya; Kinnser Software; Lakeside Software; Ministry Brands; PayIt; Property Brands; RecordedFuture; Resolve Systems; Thycotic Software; Veeam Software; Workforce Software; and Zyme Solutions
  • growth equity investments in: Academic Partnerships; Augury; Bynder; Ceres Imaging; Chargebee; Cherwell; Clinc; Coreview; Divvy; epignosis; HingeHealth; JoyTunes; LeanTaas; Optibus; Precision Lender; QASymphony; Quantum Metric; SalesLoft; Showpad; SimpleNexus; SmartSheet; Skupos; TaxJar; Tenable Network Security; The Farmer’s Dog; Tricentis; and Veeam
• Insight Partners in connection with exits, recapitalizations and add-on acquisitions:
  • SimpleNexs in its sale to nCino
  • Achieve3000 in its sale to McGraw Hill
  • Insightful Science in its acquisition of Dotmatics and De Novo Software
  • the sale of Thycotic Software to TPG, in which Thycotic will be combined with Centrify to create a leading provider of privileged access management solutions
  • the sale of Nearpod to Renaissance Learning, a Francisco Partners portfolio company
  • Conga in its combination with Apttus to create a leading company in digital transformation for commercial operations
  • the hospitality technology merger of HotSchedules and Fourth, backed by Marlin Equity Partners and Insight Partners
  • Workforce Software’s significant equity investment received from Evergreen Coast Capital
  • Appriss in connection with Clearlake Capital’s equity investment
  • the sale of Drillinginfo to Genstar Capital
  • the sale of eVestment to Nasdaq
  • the sale of Frontline Education to Thoma Bravo
  • the sale of SmartBear Software to Francisco Partners
  • the sale of LOGICnow to SolarWinds
  • the sale of Syncsort to Clearlake Capital Group
  • the sale of Metalogix to Permira Funds
  • sale of AdColony to Opera
  • the sale of TeamViewer to Permira
  • the sale of ECi Software Solutions to The Carlyle Group
  • the sale of Ticket Monster to LivingSocial
• Bridge Growth Partners in connection with:
  
  • the sale of Salient CRGT to GovernmentCIO
  • its majority equity investment in BackOffice Associates
  • its acquisition of Finalsite
  • its acquisition of a majority interest in Solace Systems
  • Salient CRGT’s acquisition of Information Innovators, Inc.
  • its acquisition of CRGT and Bridge Growth Partners and CRGT in CRGT’s subsequent merger with Salient Federal Solutions, Inc.
• New Mountain Capital in connection with:
  • DRB Systems’ sale to Vontier for approximately $965 million
  • the $1.3 billion sale of Sparta Systems to Honeywell
  • its acquisition of DRB Systems from Prairie Capital L.P.
  • its acquisition of Sparta Systems, Inc. from Thoma Bravo, LLC
• Compass Partners Capital and an investor group led by Bain Capital Credit and Pine Island Capital Partners in their acquisition of Precinmac Precision Manufacturing
• Berkley Capital in connection with:
  • the sale of Foundation Source to Incline Equity Partners
  • the sale of FSV Payment Systems, Inc. to US Bank Corp.
• Warburg Pincus in connection with:
  • the sale of Slickdeals to Goldman Sachs Merchant Banking Division and Hearst
  • the sale of Association of Certified Anti-Money Laundering Specialists (ACAMS) to Becker Professional Education
  • the sale of New Breed Holding Company to XPO Logistics
  • the sale by Clondalkin Group of portions of its North American Flexible Packaging division to Hilex Poly
  • the sale of Constitutional Medical Inc. to Roche Diagnostics
  • the sale of MLM Information Services to Corporation Service Company
  • Telmar Network Technology, Inc. in its sale to Jabil Circuit, Inc.
• ITE Management in connection with its acquisition of American Railcar Industries from Icahn Enterprises, and ARI in the subsequent sale of its manufacturing business to Greenbrier Companies

Mergers and Acquisitions - Insurance Industry

• Truist Insurance Holdings in its acquisition of Wellington Risk Holdings
• RenaissanceRe Holdings Ltd. in connection with:
  • its acquisition of Tokio Millennium Re
  • its acquisition of Platinum Underwriters Holdings, Ltd.
  • the sale of RenRe Energy Advisors to Munich Re.
• Aspen Insurance Holdings Limited in its sale to Apollo Global Management
• Genworth Financial pending acquisition by China Oceanwide
• HCC Insurance Holdings, Inc. in its sale to Tokio Marine Holdings, Inc.
• Ace Group in its acquisition of Fireman’s Fund’s personal lines business from Allianz
• Radian Group Inc. in its sale of Radian Asset Assurance Inc. to Assured Guaranty Ltd.
• SPARTA Insurance Holdings, Inc. in its sale to Catalina Holdings (Bermuda) Ltd.

Mergers and Acquisitions – Pharmaceutical, Healthcare and Healthcare IT

• Melinta Therapeutics in connection with:
  • its acquisition of the infectious disease business of The Medicines Company
  • its merger with Cempra Inc.
• Valtech Cardio:
  • in its acquisition by Edwards Lifesciences Corporation
  • in its proposed acquisition by HeartWare International
• Insight Partners and Kinnser Software in the sale of Kinnser to Mediware Information Systems
• Insight Partners and HealthcareSource in the sale of HealthcareSource to Francisco Partners
• Vatera Healthcare Partners in its sale of Pearl Therapeutics to AstraZeneca Plc.

Other Significant Mergers and Acquisitions

• DigitalBridge Group in the $3.2 billion sale of its Wellness Infrastructure business to Highgate Capital Investments and Aurora Health Network
• SCVX, a special purpose acquisition company, in its $1.1 billion deal to merge with Bright Machines, an industry leader in intelligent software-defined manufacturing
• HealthEquity In its acquisition of Luum, a technology platform for employee commute management
• Precinmac Precision Machining, a manufacturer of high-precision machined components and assemblies in the aerospace and defense, semiconductor, and industrials sectors, in its acquisitions of Viper Northwest, Inc., Shields Manufacturing, Inc. and Major Tool & Machine
• Acumatica in its sale to EQT
• HealthEquity, Inc. in its acquisition of WageWorks, Inc.
• Rockefeller Financial Services in the formation of an independent financial services firm backed by Viking Global Investors
• Colony Capital, Inc. merger of equals with NorthStar Asset Management Group Inc. and NorthStar Realty Finance Corp. to create Colony NorthStar, Inc.
• Hudson's Bay Company in connection with:
  • its acquisition of Gilt
  • in its acquisition of Saks Incorporated
• Westport in its merger with Fuel Systems Solutions
• GFI Group in its sale to BGC Partners
• The Pantry in its sale to Alimentation Couche-Tard
• Men’s Wearhouse in connection with its:
  • acquisition of Jos. A Bank Clothiers
  • its acquisition of Joseph Abboud
• Westport Innovations in its acquisition of BAF Technologies
• Ventas, Inc. in connection with its acquisition of Cogdell Spencer Inc.
• Bloomberg L.P. in its acquisition of The Bureau of National Affairs
• Varroc Group in its acquisition of Visteon Corp.’s automotive lighting business
• C&D Technologies, Inc. in its acquisition by Angelo, Gordon & Co.

Take Private Transactions

• The Hudson’s Bay Company Shareholder Group in its agreement with HBC to take the company private
• MedAssets Inc. in connection with the take-private transaction with Pamplona Capital Management
• Insight Partners in connection with:
  • the acquisition of E2open
  • E2open’s acquisition of Amber Road
  • the buyout agreement to take Quest Software private

Selected Management Representations

• Represented the management team of Goodnight Midstream in the acquisition by TPG Capital of a majority stake in Goodnight
• Senior management of Advantage Sales & Marketing (ASM) in Apax Partners’ sale of a majority stake in ASM to Leonard Green & Partners and CVC Capital Partners
• Management of Legg Mason Investment Counsel & Trust (LMIC) in Legg Mason’s sale of LMIC to Stifel Financial Corp.
• Management team of BCG Digital Ventures in formation of a new venture by the Boston Consulting Group
• Management team of Pharmaceutical Product Development in take private transaction by The Carlyle Group and Hellman & Friedman