Jonathan Corsico leads the Firm’s Mergers and Acquisitions practice in Washington, D.C. He specializes in transactions that are unusually complicated or difficult, such as those facing significant antitrust risk or those utilizing novel terms. Within his broader practice, Jon has become one of the preeminent lawyers in the country in the growing field of M&A involving retail focused investment funds.
In addition to M&A, Jon also counsels clients on forming new businesses, joint ventures, fund adoptions, stockholder activism defense, corporate governance and minority investments.
Jon’s prior representations span multiple industries, from asset management, to healthcare, to gold mining.
Some of Jon’s recent clients include Ally Financial, Apollo, BC Partners, Benefit Street, Carlyle, Castlelake, Change Healthcare, Cross Country Healthcare, Diameter Capital Partners, EJF Capital, Franklin Templeton, Herc Rentals, Hilton Grand Vacations, Hilton Hotels & Resorts, Mattress Firm, Meridian Capital, McKinsey & Company, NewPoint Real Estate Capital, Republic Airways, Sands Capital, SkyBridge Capital, Supernova Partners, Teleflex, TPG Angelo Gordon and USAA.
Jon has been listed in Chambers and Partners since 2018, and is described by clients as “a subject matter expert and a very effective advocate” and “very solution-minded”. In 2016, Jon was named an M&A “Rising Star” Law360. Outside of the law, Jon is the inventor of three patents in the field of professional level motorsports.
A selection of Jon’s representations, including matters prior to joining Simpson Thacher, are listed below.
Alternative asset management, financial institutions and investment funds:
- Monex Group in its acquisition of a 20% stake in Westfield Capital Management Company
- Apollo, in connection with the merger of three publicly traded affiliated investment funds – MidCap Financial, Apollo Senior Floating Rate Fund, and Apollo Tactical Income Fund
- Carlyle’s credit platform in its fund adoption of Vertical Capital Income Fund, a publicly traded closed end fund registered under the ‘40 Act
- BC Partners’ credit platform, in multiple transactions regarding business development companies (BDCs) registered under the ‘40 Act, including transactions involving Runway Growth Finance Corp, KCAP Financial (subsequently renamed Portman Ridge Finance Corporation (PTMN), Logan Ridge Finance, OHA Investment Corp, Garrison Capital, Harvest Capital Credit Corporation and Capitala Finance Corp
- New Mountain Capital, in connection with the first ever “Continuation BDC” merger transaction
- Benefit Street, an affiliate of Franklin Templeton, in connection with the merger of two affiliated BDCs, Franklin BSP Capital Corp and Franklin BSP Lending Corp
- SkyBridge Capital, an alternative asset manager headed by Anthony Scaramucci, in its sale of a minority stake to an affiliate of FTX; and then in its defense against a suit filed by the bankruptcy estate of FTX
- Diameter Capital Partners, an alternative asset manager, in its sale of a minority stake to Apollo
- McKinsey & Company, a leading consulting firm, in connection with its investment into 26North, a BDC
- Meridian Capital, a commercial real estate financing firm, in multiple transactions, including Meridian’s sale of a minority stake to Stone Point Capital, and in Meridian’s acquisition of a controlling stake in the agency lending business of Barings (subsequently renamed NewPoint Real Estate Capital)
- USAA in multiple transactions involving its asset management business units, including the $1.8 billion sale of USAA’s brokerage and wealth management divisions to Charles Schwab, the $850 million sale of USAA’s mutual fund and ETF businesses to Victory Capital, and the sale of a controlling interest in USAA’s real estate asset management business to a group of third-party investors, including James Davidson, a founder of Silver Lake
- NewPoint Real Estate Capital, an agency lending joint venture between Meridian Capital and Barings, in multiple matters
- EJF Acquisition, a special purpose acquisition company (SPAC) sponsored by EJF Capital, in connection with its $8.5 billion combination with Pagaya Technologies, an Israeli fintech firm
- Supernova Partners, a special purpose acquisition company (SPAC) sponsored by Spencer Rascoff and Alexander Klabin, in connection with its $3 billion combination with Offerpad, a real estate i-buyer
- Investment funds managed by Castlelake in their acquisition of Genesis Financial Solutions, a provider of consumer credit cards
- Carlyle in its conversion from a publicly traded partnership into a publicly traded corporation
- Blackstone in its conversion from a publicly traded partnership into a publicly traded corporation
- Euronet Worldwide, a provider of electronic payment services, in its unsolicited topping bid for the acquisition of MoneyGram Financial
- Multiple matters involving systemically important institutions amid the 2008 global financial crisis, including The Board of Directors of Morgan Stanley, in connection with Morgan Stanley’s conversion into a Bank Holding Company and its sale of a $9 billion stake to Mitsubishi UFJ; General Motors, in connection with its investment in and commercial relationship with, GMAC (subsequently renamed Ally Financial); and GMAC’s conversion into a Bank Holding Company, GMAC’s receipt of funds under the TARP program, and the restructuring of the commercial relationship between GM and GMAC
Technology:
- Investment funds managed by Carlyle in a $1 billion PIPE investment in CommScope, a provider of communication network infrastructure
- Verisign, the registrar for the “.com” internet domain, in connection with the sale of its iDefense business to Accenture
- Neustar, an information services company, in multiple matters, including its $2.9 billion sale to Golden Gate Capital, and in connection with various buy-side matters totaling more than $1.5 billion, including its acquisitions of TARGUSinfo, MarketShare, .CO Internet, Bombora Technologies, LSSI and certain assets from Transaction Network Services
- Hewlett Packard in its $11.7 billion acquisition of Autonomy as well as in its defense and settlement with an activist investor, Relational Investors
- AOL in its defense against an activist investor, Starboard Value
- Affiliated Computer Services, a business process outsourcing company, in its $6.4 billion sale to Xerox
- IBM in its acquisition of Coremetrics
Healthcare:
- Amedisys, a provider of home health and hospice services, in its $3.3 billion sale to UnitedHealth, which was subject to a challenge (settled) by the Department of Justice on antitrust grounds
- Change Healthcare, a healthcare technology firm, in multiple matters, including its $13.8 billion sale to UnitedHealth Group, which was unsuccessfully challenged in Federal District Court by the Department of Justice on antitrust grounds, and its acquisition of eRx Network from affiliates of Blackstone
- Cross Country Healthcare, a healthcare staffing firm, in various matters
- Tenet Healthcare, an operator of hospitals and related healthcare services businesses, in multiple matters, including its defense against an unsolicited proposal from Community Health Systems
Industrials and Manufacturing:
- Herc Rentals, a leading equipment rental supplier, in its successful $5.3 billion topping bid for H&E Equipment, which was completed via a tender offer involving both cash and stock consideration; and in certain dealings with an activist investor, Carl Icahn
- Investment funds managed by a prominent private equity firm in multiple transactions in the building products industry totaling over $4 billion, including acquisitions of Hanson Building Products, Arclin, US Pipe, Maax Bath, Winroc, Precast Concepts and Cretex Concrete
- Clark Enterprises in the sale of its construction business, Clark Construction Group, to management
- Danaher in the sale of its electric drives business to Zapi
- Danaher and Eaton Corporation in the $1.6 billion sale of their Apex Tool Group joint venture to Bain Capital
- The Stanley Works in its $4.5 billion acquisition of Black & Decker
- Investment funds managed by Lindsay Goldberg & Bessemer in the acquisition of Fresh Start Bakeries
Hospitality:
- Hilton Grand Vacations in its acquisition of Bluegreen Vacations, its acquisition of Diamond Resorts, and its issuance of a minority stake to Apollo
- Marriott International in its contested $13.6 billion acquisition of Starwood Hotels & Resorts
- Hilton Hotels & Resorts in various matters
- Madrone Capital in its minority investment in Global Hyatt
- Perry Capital in its minority investment in Exclusive Resorts
Retail and Consumer Products:
- Mattress Firm, a leading retailer of bedding products, in its $5 billion merger with Tempur Sealy, a leading manufacturer of bedding products, which was investigated by the Federal Trade Commission on antitrust grounds
- Bi-Lo, a grocery store chain, in its acquisition of Winn-Dixie Stores
- Barnes & Noble in its defense against an activist investor, Yucaipa
- Jones Apparel in its acquisition of a controlling stake in Stuart Weitzman
- Unilever in the sale of its Calvin Klein brands to Coty, and in the sale of its Finesse and Aqua Net brands to Lornamead
Education:
- Primavera Capital, a China based private equity firm, in its acquisition of the LePort Montessori school system
- Investment funds managed by Arlington Capital, an alternative asset management firm, in connection with the sale of Virgo Publishing to Informa
Energy, Infrastructure and Mining:
- Coeur Mining in its acquisition of Paramount Gold & Silver
- First Solar in its acquisition of Turner Renewable Energy
- PSEG in its sale of certain South American joint venture interests to AEI
Transportation and Logistics:
- Republic Airways, a leading provider of regional air travel, in its proposed merger-to-IPO with Mesa Air Group
- The Conflicts Committee of Navios Maritime Partners, a shipping company, in connection with certain affiliate transactions
- The Special Committee of Navios Acquisition, a shipping company, in connection with certain affiliate transactions
- Investment funds managed by One Equity Partners in the acquisition of PS Logistics, a trucking company
Defense and Government Services:
- CACI International, a professional services and information technology company focused on Federal government clients, in its unsolicited topping bid for the acquisition of CSRA, an information technology services company focused on national security clients
- IAP Worldwide Services, a defense services provider, in its acquisition of certain assets from DRS Technologies
- Investment funds managed by MidOcean Partners and Public Sector Pension Investment Board in their unsolicited topping bid for EDAC Technologies, a defense manufacturer
Jon is a frequent author and has published articles with, or been quoted in materials published by, The Wall Street Journal, The Financial Times, LexisNexis, Law360, Bloomberg BNA, IFLR, Financier Worldwide, International Financing Review, PEI Magazine and The Harvard Law School Blog on Corporate Governance and Financial Regulation.
Jon received his J.D. from Northwestern University, Order of the Coif, magna cum laude, and his B.S. in Electrical Engineering from Cornell University. He is admitted to practice in the District of Columbia and New York.