Jonathan Corsico leads the Firm’s Mergers and Acquisitions practice in Washington, D.C. He specializes in transactions that are unusually difficult or complicated, such as those involving significant antitrust risk or those regulated under the Investment Company Act of 1940. In addition to M&A, Jon also counsels clients on fund adoptions, joint ventures, forming new businesses, stockholder activism defense, corporate governance and minority investments.
Jon’s prior representations span multiple industries, from healthcare to gold mining. In particular, he has substantial experience with transactions involving asset managers, investment funds and other financial industry players. In that regard, Jon frequently works on complex hybrid transactions, that involve both M&A and investment funds components.
Some of Jon’s recent clients include Ally Financial, Angelo Gordon, BC Partners, Blackstone, Carlyle, Castlelake, Change Healthcare, Cross Country Healthcare, Diameter Capital Partners, EJF Capital, Herc Rentals, Hilton Grand Vacations, Hilton Hotels & Resorts, Mattress Firm, Meridian Capital, NewPoint Real Estate Capital, Republic Airways, Sands Capital, SkyBridge Capital, Supernova Partners and USAA. Jon has been listed in Chambers and Partners since 2018, and is described by clients as “an outstanding attorney”. In 2016, Jon was named an M&A “Rising Star” by Law360.
A selection of Jon’s prior representations, including matters prior to joining Simpson Thacher, are listed below.
Alternative asset management, financial institutions and investment funds:
- 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 KCAP Financial (subsequently renamed Portman Ridge Finance Corporation), OHA Investment Corp, Garrison Capital, Harvest Capital Credit Corporation and Capitala Finance Corp
- SkyBridge Capital, an alternative asset manager headed by Anthony Scaramucci, in its sale of a minority stake to an affiliate of FTX
- Diameter Capital Partners, an alternative asset manager, in its sale of a minority stake to Apollo
- 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 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 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
- Hewlett Packard, 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:
- 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, 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 $1.4 billion acquisition of Diamond Resorts, and in 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 pending $4.0 billion merger with Tempur Sealy, a leading manufacturer of bedding products, which is being 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, it 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:
- 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, 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.