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Andrea K. Wahlquist

425 Lexington Avenue
New York, NY 10017-3954
Phone:  (212) 455-2622
Fax:  (212) 455-2502
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Andrea K. Wahlquist is a Partner in the Firm’s Executive Compensation and Employee Benefits Practice, specializing in executive compensation and benefits matters, with an emphasis in representing private equity fund acquirers in leveraged buyout transactions and target companies in strategic mergers. Andrea regularly counsels private and public companies on the design, implementation and treatment of employee compensation and benefit programs -- and routinely negotiates executive employment and separation arrangements-- both in connection with corporate transactions and in the ordinary course of her ongoing company representations. Andrea also has extensive experience in advising clients on a broad range of executive compensation-related issues in initial public offerings and on compensation and benefits issues unique to bankruptcy/ restructuring transactions.

Andrea is included in The Best Lawyers in America- Employee Benefits Law, has been recognized as a leading lawyer in both The Legal 500 and Chambers and Partners since 2009, and was named in The American Lawyer’s 2007 “Dealmakers of the Year” list as part of the Firm’s team of lawyers honored for its work on a variety of transactions for KKR.

Representational clients and transactions include:

  • Kohlberg Kravis Roberts & Co. L.P. in its acquisition of Prisma Capital Partners; funds affiliated with KKR in their acquisitions of the Brickman Group, Gardner Denver, Inc., and Academy Sports & Outdoors; a consortium comprised of funds affiliated with KKR, Silver Lake Partners and TCV in a strategic partnership with The Go Daddy Group, Inc.; and a consortium comprised of funds affiliated with KKR, Centerview and Vestar Capital in its acquisition of Del Monte Foods
  • GeoSouthern Energy in its $6.0 billion sale of Eagle Ford subsidiaries to Devon Energy Corporation, Smithfield Foods in its $7.1 billion sale to Shuanghui International, Petrohawk Energy Corporation in its $15.1 billion sale to BHP Billiton, and Wyeth in its $68 billion merger with Pfizer
  • The Charles Schwab Corporation in its acquisition of optionsXpress Holdings, TD Bank Financial Group in its acquisitions of Epoch Holding Corporation, Chrysler Financial, The South Financial Group and Commerce Bancorp, and People’s United Financial in its acquisitions of Financial Federal Corporation, LSB Corporation and Smithtown Bancorp, Inc.
  • The Carlyle Group in its acquisition of The Trust Company of the West, an investor group comprised of Kohlberg Kravis Roberts & Co., Warburg Pincus and Centerbridge Partners in their $1 billion investment in Santander Consumer USA Inc., and The Carlyle Group and Oak Hill Capital Partners in their separate investments in FNB United Corp.
  • ARAMARK Corporation, Dollar General Corporation, HCA, Inc., KKR & Co. L.P. and The Nielsen Company, in their respective initial public offerings, and the ongoing operations thereof

Andrea has practiced as an executive compensation and employee benefits lawyer since 1997, when she first joined Simpson Thacher. Prior to her association with Simpson Thacher, Andrea clerked for two years for the Honorable Stephen J. Swift of the United States Tax Court.  Andrea received her B.A. from the University of Virginia (1992) and her J.D. from Washington & Lee University School of Law (1995) in Lexington, Virginia, where she was the Editor-in-Chief of the Environmental Law Digest, a publication of the Virginia State Bar Association.  

Alert Update: First Circuit Court of Appeals Concludes That Private Equity Funds Can Be Liable for Portfolio Company Pension Obligations
Recent Developments Regarding Potential Pension Liabilities for Private Equity Funds
Transition Relief under Code Section 409A Will Expire on December 31, 2012 for Certain Deferred Compensation Arrangement Corrections
Department of Labor Adopts Final ERISA Fee Disclosure Rules
IRS Adopts New Form for U.S. Persons with Foreign-Source Deferred Compensation, Retirement Benefits or Equity Based-Awards and Other Specified Non-U.S. Financial Assets
New Proposed Rules under IRC Section 162(m)
The Supreme Court Holds that Reformation of ERISA Plan Terms Due to False or Misleading Plan Summaries Does Not Strictly Require a Showing of Detrimental Reliance
U.S. Regulators Propose Rules on Incentive-Based Compensation Arrangements at Large Financial Institutions
IRS Issues Final Regulations Relating to Employee Stock Purchase Plans and the Reporting Requirements for Employee Stock Purchase Plans and Incentive Stock Options
IRS Establishes Corrections Program to Cure Deferred Compensation Defects Under Code Section 409A
"Incentive Compensation Guidance for All Banking Organizations Proposed," HR Banker (November 2009), co-authored with Alvin H. Brown and Tristan M. Brown
December 31, 2009 Deadline Approaches for Amendments to Comply with Section 162(m) and to Correct Certain Section 409A Operational Failures
Federal Reserve Issues Proposed Incentive Compensation Guidance for All Banking Organizations
Treasury Issues New Employee Compensation and Corporate Governance Standards for TARP Recipients
Navigating the Swift Currents of “Underwater” Stock Options
American Recovery and Reinvestment Act of 2009: Provision of Premium Subsidy for COBRA Beneficiaries
American Recovery and Reinvestment Act of 2009: Restrictions on Employee Compensation Arrangements of TARP Recipients
New IRC Section 457A Prohibits Deferral of Compensation Paid by Offshore Funds and Certain Partnerships
Reminder: Transition Relief for Code Section 409A Deferred Compensation Arrangements Expires on December 31, 2008
Update: IRS Issues Transition Relief, but Affirms Its New Position under Section 162(m) Regarding “Good Leaver” Provisions
Client Alert: IRS Reverses Position under Section 162(m) Regarding “Good Leaver” Impact on Performance-Based Compensation Provisions
Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Extended Until December 31, 2008
Client Alert: Transition Relief for Code Section 409A Deferred Compensation Arrangements Partially Extended Until December 31, 2008, Subject to Key Limitations
Fundamentals of ESOPs
IRS Extends Transition Relief for Code Section 409A Deferred Compensation Arrangements Through 2007
Overview of the New Pension Protection Act of 2006
Pension Protection Act of 2006 - Plan Assets and Prohibited Transaction Matters
IRS Issues Proposed Regulations Under Code Section 409A Covering New Deferred Compensation Rules
The New Deferred Compensation Rules (February 11, 2005)
Speaking Engagements
•  Andrea Wahlquist and David Rubinsky Speak at the 2013 National Association of Stock Plan Professionals Conference
September 25, 2013
•  Andrea K. Wahlquist to Speak on “Evolution of M&A Executive Pay Arrangements”
October 10, 2012
•  New York 2000
•  Virginia 1995
•  Hon. Stephen J. Swift, United States Tax Court, Washington, D.C. (1995-1997)
•  Washington and Lee University School of Law, 1995 J.D.
Environmental Law Digest, Editor-in-Chief, 1994-1995
•  University of Virginia, 1992 B.A.

•  Executive Compensation and Employee Benefits
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