Jordan A. Messinger is a partner and Co-Chair of Willkie’s Executive Compensation & Employee Benefits department. He has extensive experience advising public and private entities, family offices, boards of directors, compensation committees and management teams regarding complex executive compensation and employee benefit matters, including tax, securities law, accounting and corporate governance.
Jordan regularly represents both corporations and partnerships in complex negotiations, including in negotiations of partnership agreements and in connection with large change in control transactions (including, LBOs, M&A transactions, bankruptcies and restructurings, asset sales, and financings). He also has extensive experience in designing, negotiating, drafting and implementing cutting edge plans, programs and policies for compensating, attracting and retaining key executives, employees, partners and board members, including employment, severance, retention, change-in-control, deferred compensation, and equity plans and agreements.
Jordan also represents clients (including debtors in possession, creditors’ committees and distressed debt investors) on the compensation and benefits aspects of bankruptcy and restructuring matters, and advises on pension and employee benefits matters in bankruptcy.
Jordan frequently advises hedge fund managers, private equity sponsors, family offices, and other investment advisors in designing, negotiating, and implementing complicated compensation, and deferral plans, policies, and arrangements designed to meet the specific needs and objectives of their businesses and/or professionals.
Jordan also works regularly with public companies to prepare executive compensation disclosures for annual proxy statements, initial public offerings, merger proxies and other information statements in connection with corporate transactions and periodic filings.
Chambers USA (2021-2024) has ranked Jordan among the leading practitioners in New York in the area of Executive Compensation & Employee Benefits.
Experience
Jordan was recently involved in the employee benefits aspects of the following matters:
- Allstate Corporation (NYSE: ALL) in its $2.8 billion sale of Allstate Life Insurance Company to entities managed by Blackstone and in its $1.43 billion acquisition of SquareTrade
- Franklin Resources, Inc. (NYSE: BEN), doing business as Franklin Templeton, in its acquisitions of Putnam Investments, Legg Mason, Inc. (NYSE: LM) and Benefit Street Partners L.L.C.
- Metropolis Technologies in its $1.5 billion acquisition of SP Plus Corporation (NASDAQ: SP)
- Platinum Equity in its acquisition of Sunrise Medical from Nordic Capital and in its acquisition of The HC Companies
- Cerity Partners in its acquisition of Agility from Perella Weinberg
- Warburg Pincus in its launch of Prismic Life Insurance, Ltd. with Prudential Financial, Inc. (NYSE: PRU)
- Title Resource Group in its acquisition of Doma Holdings, Inc. (NYSE: DOMA) and in connection with an investment by Hudson Structured Capital Management in Doma’s technology division
- NanoString Technologies (NASDAQ: NSTG) in its bankruptcy and in connection with its Chapter 11 asset sale to Bruker Corporation (NASDAQ: BRKR)
- Warburg Pincus in its investment in Service Compression, LLC
- Tenet Healthcare Corp. (NYSE: THC) and its subsidiary United Surgical Partners in the acquisition of SurgCenter Development’s ownership interests in 92 ambulatory surgery centers (ASCs) for $1.2 billion
- Centerbridge Partners in its acquisition of a controlling stake in Realogy's title insurance underwriter, which now operates as the Title Resources Group
- Innoviva Inc. (NASDAQ: INVA) in its take-private of Entasis Therapeutics Holdings Inc. (NASDAQ: ETTX)
- Institutional Shareholder Services (ISS), a Genstar portfolio company, in its sale to Deutsche Börse
- FTV Capital in its investment in LogicSource, PeopleCert and Viking Cloud (formerly Sysnet)
- Truist Insurance Holdings in its acquisitions of Constellation Affiliated Partners, BankDirect Capital Finance and BenefitMall
- Analytic Partners in connection with an investment by funds affiliated with Onex Corporation
- AlixPartners LLC in its separate acquisitions of Galt & Company, Freeh Group International Solutions and Zolfo Cooper
- Xerox Holdings Corp (NASDAQ: XRX) in connection with the formation of CareAR Software Business and investment by ServiceNow, Inc. (NYSE: NOW)
- Sphera and Genstar in Genstar’s $1.4 billion sale of Sphera, a leading provider of ESG software, data, and consulting services, to Blackstone
- NeoGov in its investment from Warburg Pincus and The Carlyle Group
- Aquiline Capital Partners in its acquisition of CoAdvantage from Morgan Stanley Capital Partners
- AdaptHealth Corp. (NASDAQ: AHCO) in its $2 billion acquisition of AeroCare Holdings, Inc.
- Fidelity National Financial Inc. (NYSE: FNF) in its purchase of FGL Holdings (NYSE: FG) in a transaction valued at approximately $2.7 billion
- Zurich in its agreement to sell its U.S. Corporate Life and Pensions (Group Benefits) business to Aflac (NYSE: AFL)
- Carrix, Inc. in a growth-oriented investment by funds affiliated with Blackstone Infrastructure Partners
- Nephila Holdings Limited in its sale to Markel Corporation (NYSE: MKL)
- Genstar Capital in its acquisition of Cetera Financial Services
- Interpublic Group (NYSE: IPG) in its acquisition of Acxiom Marking Solutions (AMS) in a transaction valued at $2.3 billion
- Victory Capital Holdings, Inc. (NASDAQ: VCTR) in its initial public offering
- MetLife Inc. (NYSE: MET) in connection with the spin-off of a substantial portion of its retail operations and related registration of shares of the common stock of its subsidiary, Brighthouse Financial, Inc. (NASDAQ: BHF)
Credentials
Education
Duke University School of Law, J.D., 2004 Cornell University, B.S., 2001