Manuel A. Miranda

In the area of mergers and acquisitions, Manuel has represented:

• Numerix, a portfolio company of Genstar Capital, in its acquisition of Kynex, a leading convertible securities valuation and management platform
• Cerity Partners, a leading independent wealth management firm and portfolio company of Genstar Capital, in its combination with Agility, a provider of outsourced chief investment officer solutions
• Cetera Financial Group and Genstar Capital on Cetera’s equity reinvestment from Genstar
• Cetera Financial Group, a portfolio company of Genstar Capital, in its acquisition of Avantax, Inc.
• Southeastern Grocers, parent company of Fresco y Más, Harveys Supermarket and Winn-Dixie grocery stores, in the sale of its business lines to Aldi and Fresco Retail Group
• Numerix, a portfolio company of Genstar Capital, in its acquisition of PolyPaths, a provider of analytics and risk management solutions for financial institutions
• Cetera Financial Group, a portfolio company of Genstar Capital, in its acquisition of The Retirement Planning Group, an independent registered investment advisory firm
• Numerix, a portfolio company of Genstar Capital, in its acquisition of FINCAD, a leader in pricing and risk analytics of financial derivatives and fixed income products
  
• Cetera Financial Group, a portfolio company of Genstar Capital, in its acquisition of the retail wealth business of Securian Financial Group
• Genstar Capital in its acquisition of Numerix, the leader in capital markets risk management technology
• American Portfolios Financial Services, Inc. in its acquisition by Advisor Group, a leading network of independent wealth management firms
• Genstar Capital in its investment in Cerity Partners, a leading independent wealth management firm
• Orion Advisor Solutions in its acquisition of TownSquare Capital, a boutique, full-service investment and trading platform
• Eaton Vance WaterOak Advisors on the acquisitions of its investment advisory and wealth management business by CI Financial Corp. and Pathstone
• Orion Advisor Solutions in its acquisition of Redtail Technology, a leading web-based CRM software firm serving the wealth management industry
• Aquiline Capital Partners in its majority investment in Distinguished Programs, a national insurance program manager
• Fullsteam and its private equity owner Aquiline Capital Partners in a minority investment from Sixth Street
• Sphera and Genstar in Genstar’s $1.4 billion sale of Sphera, a leading provider of ESG software, data, and consulting services, to Blackstone
• Foreside Financial Group, a portfolio company of Genstar Capital, in its acquisitions of ACA Group and Alaric Compliance Services
• Genstar Capital in its agreement to acquire a majority stake in Foreside Financial Group
• Apex Group Ltd. and Genstar Capital in the respective significant minority investments by each of TA Associates, Carlyle and Mubadala Investment Company in Apex, a Genstar portfolio company
• Aquiline Capital Partners in its acquisition of Xact Data Discovery, and the subsequent merger of eDiscovery companies Xact and Consilio
• NEOGOV in its investment from Warburg Pincus and The Carlyle Group
• Genstar Capital and its portfolio company Apex Group in its acquisition of BRL Trust Investimentos, a leading independent fund administrator in Brazil
• Aquiline in its investment in SurePoint Technologies
• Genstar Capital and its portfolio company Apex Group on the acquisition and financing of Tzur Capital Management Ltd.
• Ascensus and its two main private equity owners, Aquiline and Genstar, in the sale of Ascensus to Stone Point Capital and GIC
• Cetera Financial Group in its acquisition of the independent financial planning channel of Voya Financial Advisors
• Aquiline Capital Partners in its strategic investment in SageView Advisory Group, a registered investment advisory firm
• Warburg Pincus and its portfolio company NEOGOV in NEOGOV’s acquisition of PowerDMS
• Genstar Capital and its portfolio company Apex Group in its acquisition of Banco Modal’s Alternative Fund Administration business in Brazil (MAF)
• ISS and Genstar Capital in Genstar’s sale of ISS to Deutsche Börse for $2.275 billion
• Simplicity in its sale by Aquiline Capital Partners and management to Lee Equity Partners
• First Investors in its sale to Gallatin Point Capital
• Aquiline Capital Partners in the acquisitions and merger of CodeBlue and MADSKY, two industry leaders in the management of interior and exterior damage assessment and repair for insurance property claims
• Investment management company Brinker Capital in its merger with Orion Advisor Solutions to create a combined technology and TAMP platform for financial advisors
• Digital wealth management company Personal Capital in its acquisition by Empower Retirement, one of the country’s largest retirement services providers
• Genstar Capital and Mercer Advisors in connection with Mercer’s recapitalization and the acquisition of an equity stake in Mercer by Oak Hill Capital
  
• Genstar Capital in its acquisition of a majority stake in OEConnection, a leading automotive technology provider for original equipment manufacturer distribution networks, from funds advised by Providence Equity Partners.
  
• Warburg Pincus in its sale of Dude Solutions to Clearlake Capital Group.
• PayScale, Inc. in its $325 million sale to Francisco Partners.
• Ascensus, owned by Genstar Capital and Aquiline Capital Partners, in connection with the addition of new investors, led by Atlas Merchant Capital LLC, to the ownership group. 
• Genstar Capital and its portfolio company Apex Group in the acquisition of the corporate and private clients business of Link Asset Services, a division of the Australian listed Link Group.
• Apex Group Ltd., a portfolio company of Genstar Capital, in its acquisition of Custom House, a leading global hedge fund administrator.
• Genstar Capital in its agreement to acquire a majority stake in Cetera Financial Group.
• Genstar Capital and its portfolio company Apex Group on the acquisition, with SALU Capital and Inlife Holding, of Luxembourg PE fund AFO-2.
• Genstar Capital and its portfolio company Apex Fund Services on the acquisition of Ipes from Silverfleet Capital.
• Apex Group Ltd., a Genstar Capital portfolio company, on its acquisition of Warburg’s Asset Management and Servicing Business in Luxembourg.
• Apex Group Ltd. and Genstar Capital in Apex’s agreement to acquire the Deutsche Bank Alternative Fund Services business.
• Genstar Capital in its acquisition of Institutional Shareholder Services from Vestar Capital Partners.
• A Place for Mom in its acquisition by private equity firms Silver Lake and General Atlantic from private equity firm Warburg Pincus LLC.
• Genstar Capital in its agreement to recapitalize independent fund administrator Apex Fund Services.
• Genstar Capital in its agreement to acquire Equinoxe Alternative Investment Services.
• Broadview Networks in its acquisition by Windstream Holdings.
• Cowen Group in its acquisition of Convergex.
• AssetMark (a portfolio company of Aquiline Capital Partners and Genstar Capital) in its sale to Huatai Securities.
• Genstar Capital portfolio company Strategic Insight, formerly known as Asset International, in its acquisition of BrightScope.
• Inspired Gaming Group (as U.S. counsel) in its acquisition by Hydra Industries Acquisition Corp. from funds managed by Vitruvian Partners LLP and co-investors, a transaction reflecting a £200 million valuation of Inspired.
• Genstar Capital in its acquisition of the Operational Excellence & Risk Management (OERM) business of IHS.
• Warburg Pincus and the Association of Certified Anti-Money Laundering Specialists (ACAMS) in the $330 million sale of ACAMS to Becker Professional Education.
• Genstar Capital portfolio company Asset International in its acquisition of Market Metrics and Matrix Solutions from FactSet.
• Palms Casino in its sale to Station Casinos, which is owned by Red Rock Resorts, Inc.
• Aquiline Capital Partners and Genstar Capital in their acquisition of AssetMark and Altegris from Genworth Financial, and AssetMark in its subsequent sale to Huatai Securities.
• MedAssets, Inc. in its acquisition by Pamplona Capital Management for $2.7 billion.
• Liqui-Box, a portfolio company of client The Sterling Group, in the sale of Liqui-Box to Olympus Partners.
• Genstar Capital and Aquiline Capital Partners in their acquisition of Ascensus from J.C. Flowers.
• Cowen Group in its acquisition of Conifer Securities, LLC.
• Genstar Capital in its acquisition of Mercer Advisors.
• Clear2Pay in its €375 million acquisition by FIS.
• MedAssets, Inc. in its acquisition of Sg-2, LLC.
• New Breed Holding Company in its $615 million acquisition by XPO Logistics, Inc.
• Genstar Capital in its acquisition of Case Interactive Media, Inc./Asset International.
• OnTargetJobs in its sale to Dice Holdings.
• Cowen Group in its acquisition of Algorithmic Trading Management, LLC.
• Velcera, Inc. in its sale to Perrigo Company.
• TPG Capital and Leonard Green & Partners in their acquisition of a controlling stake of the Palms Casino Resort in exchange for the contribution of their affiliates’ approximately $440 million in secured debt of the Las Vegas property.
• Tinopolis Group in connection with its acquisitions of A. Smith & Co. Productions and BASE Productions.
• Cowen Group in its acquisition of LaBranche & Co, and Ramius LLC in its business combination with Cowen Group, Inc.
• MedAssets, Inc. in connection with its acquisition of The Broadlane Group.
• MedAssets, Inc. in connection with its acquisition of Accuro Healthcare Solutions, Inc.
• Fortent, Inc. in connection with its sale to NICE Systems Ltd.

With respect to proxy contests and shareholder activist campaigns, Manuel has represented:

• Total Dynamic Dividend Fund in successfully defending against a stockholder proposal under Rule 14a-8 to declassify the board of trustees and the nomination of a dissident director.
• Alpine Total Dynamic Dividend Fund in successfully defending against an activist investor soliciting in opposition to the transfer of advisory agreement to Aberdeen Asset Managers Limited.
• Third Point LLC in successful proxy contest culminating in majority board change, departure of chief executive officer and addition of three Third Point nominees to the Yahoo! board of directors.
• Hayman Advisors, L.P. in a proxy contest and negotiated settlement resulting in two Hayman nominees being added to the ExpressJet board.

In the area of public and private offerings, Manuel has represented:

• Underwriters in several offerings by Arch Capital Group Ltd., including an aggregate $950 million public offering of senior notes, an approximately $502 million secondary public offering of common shares and an approximately $101 million public offering of preferred shares.
• MedAssets, Inc. in connection with its initial public offering of common stock and its offering of senior notes.
• Cowen Group in an offering of its common stock.
• Ventas, Inc. in offerings of senior notes and common stock.
• Citigroup, J.P. Morgan and UBS Investment Bank in Lennar’s $350 million bond offering.