Ryan Brizek is a Partner in Simpson Thacher’s Registered Funds Practice. Ryan focuses his practice on transactional and regulatory matters involving regulated funds, with a particular focus on making private markets investment strategies accessible to public investors. He advises clients on the formation and operation of investment funds designed for retail and high net worth investors.
Ryan regularly advises clients that manage private markets and liquid alternative strategies on the structuring, formation and operation of registered investment companies and BDCs and related fund governance matters. He has deep experience advising closed-end funds and their underwriters on capital markets transactions, including initial public offerings, underwritten and privately placed common and preferred stock offerings, at-the-market offerings and rights offerings to acquire shares of common or preferred stock. Ryan also counsels regulated funds on regulatory and compliance matters, including with respect to co-investments and investment restructurings involving regulated and private funds.
Recent regulated fund formations on which Ryan has worked include:
- JPMorgan Private Markets Fund, a tender offer closed-end fund that makes secondary investments in private equity funds and co-investments in private equity portfolio companies, in its formation and ongoing matters
- PGIM Private Credit Fund, a non-traded business development company, in connection with its continuous public offering and ongoing matters
- Apollo Diversified Credit Fund, an interval fund, in connection with its launch and ongoing matters
- Sixth Street Lending Partners, a business development company, in connection with its private offering
- Western Asset Diversified Income Fund, a listed closed-end fund, in its $1 billion IPO
- AQR in the launch of a number of liquid alternative mutual funds, including the AQR Sustainable Long-Short Equity Carbon Aware Fund
Recent regulated funds transactions on which Ryan has advised include:
- Western Asset High Income Fund II, a listed closed-end fund, in a transferable rights offering to subscribe for shares of common stock
- Western Asset-managed listed closed-end funds in SEC-registered at-the-market equity programs
- ClearBridge-managed listed closed-end funds in private placements of mandatory redeemable preferred stock
- Brandywine GLOBAL – Global Income Opportunities Fund, a listed closed-end fund, in private placements of mandatory redeemable preferred stock
- Underwriters in the IPO of Calamos Long/Short Equity & Dynamic Income Trust, a listed closed-end fund
- Underwriters in the public offering of a new series of NYSE-listed preferred shares by The Gabelli Dividend & Income Trust, a listed closed-end fund
- Western Asset-managed listed closed-end funds in fund mergers
- AQR mutual funds in a number of fund mergers
- Various listed closed-end funds in proxy contests with dissident professional investors
Ryan routinely provides strategic investment management regulatory advice to asset management firms in M&A transactions, including acquisitions, sales, mergers, restructurings and spin-offs of asset management businesses and fund reorganizations and adoptions.
Ryan’s recent representative M&A transactions have included:
- Legg Mason-managed closed-end funds in connection with the acquisition of Legg Mason by Franklin Templeton and related proxy contests and standstill arrangements
- Oaktree Capital Group in its sale of approximately 62% of the Oaktree business to Brookfield Asset Management
- Apollo in its acquisition of the U.S. wealth distribution and asset management businesses of Griffin Capital
- KKR in its acquisition of Global Atlantic
- Sixth Street Partners in its agreement with TPG Global to become independent, unaffiliated businesses, with TPG retaining a passive minority economic stake in Sixth Street
- Portfolio Advisors in connection with its merger with FS Investments
- Clearlake Capital in its acquisition of Whitestar Asset Management
Ryan also counsels investment advisers and their parent companies on the structuring of equity and debt offerings, as well as internal restructurings, in a manner consistent with the requirements of the Investment Company Act and the Investment Advisers Act.
Ryan frequently advises firms seeking to rely on exceptions and exemptions from regulation under the Investment Company Act and the Investment Advisers Act, and represents clients seeking no-action positions, interpretive guidance or exemptive relief from the SEC. In addition to routine matters, Ryan has represented clients in obtaining novel exemptive relief from the SEC, including:
- The first order providing an exemption from Section 15(c) of the 1940 Act to permit a fund board to enter into or materially amend sub-advisory agreements at a non-in-person meeting, granted to Blackstone and its registered funds
- An exemption from Section 205 of the Advisers Act and Rule 205-1 thereunder to permit an investment adviser to enter into or amend a sub-advisory agreement under which the sub-adviser receives a fulcrum fee from the adviser based on the gross performance of its allocated portion of a registered fund, granted to Blackstone and its registered funds
Ryan also advises domestic, international and multinational companies and funds on investment company status matters and related exemptions, exceptions and structuring considerations.
Ryan is recognized as Highly Regarded for Registered Funds by IFLR1000 and was named a “Rising Star” at the 2019 Mutual Fund Industry Awards. Ryan received his J.D. from George Washington University Law School and his B.S. from Pennsylvania State University. He is admitted to practice in the District of Columbia and New York.