Jeffrey A. Brill

Mr. Brill has represented public and private clients in a broad variety of U.S. and international transactions, including negotiated and contested acquisitions, dispositions, mergers, auctions, carve-outs, strategic investments, recapitalizations, reorganizations, joint ventures, partnerships, and other corporate and commercial transactions. He also represents clients in connection with various corporate matters, financings and corporate governance.

Mr. Brill serves on the firm’s Policy Committee, its top governing body. He also is the co-coordinator of the firm’s global alumni program.

In recognition of his work, Mr. Brill has been:

• ranked repeatedly in Chambers, in which clients describe him as an “incredible lawyer” with a “keen sense for spotting, and more importantly, resolving even the most difficult issues,” The Best Lawyers in America, The Legal 500 and IFLR1000
• honored as one of Lawdragon’s 500 Leading Dealmakers in America
• named a 2023 Dealmaker by MergerLinks and a 2022 Fintech MVP by Law360
• selected for inclusion in Who’s Who Legal: Fintech & Blockchain
• named one of the best blockchain lawyers by Identity Review, a global technology think tank, and a Sports Business Journal Power Player in Sports Law (Platinum Tier)
• previously honored by Investment Dealers’ Digest as one of the Forty Under Forty top dealmakers in the country, one of only six attorneys to receive such recognition, and by The M&A Advisor with 40 Under 40 accolades

Mr. Brill has advised clients in a wide range of industries, including the following representations:

Fintech; Data and Analytics; Market Infrastructure

Mr. Brill is co-head of Skadden’s global fintech practice, which repeatedly has been named a Law360 Practice Group of the Year.

• S&P Global in its:
  • sale of its Engineering Solutions business to funds managed by KKR
  • acquisition of Visible Alpha
• Pagaya Technologies Ltd. in its business combination with EJF Acquisition Corp.
• Betterment in its acquisition of Makara
• iCapital in its acquisition of SIMON Markets
• Zip Co Limited, an Australian public company, in its announced acquisition of Sezzle Inc. and its acquisition of QuadPay
• Information Builders in its sale to TIBCO Software
• Nasdaq in its:
  • carve-out sale of its U.S. fixed-income electronic trading business to Tradeweb Markets
  • carve-out acquisition of the eSpeed platform for electronic trading in U.S. Treasury securities from BGC Partners, an affiliate of Cantor Fitzgerald
  • spin-off of its private market trading platform to create Nasdaq Private Markets, a joint venture with SVB Financial Group, Citigroup, Goldman Sachs and Morgan Stanley
  • sale of International Derivatives Clearing Group to LCH. Clearnet Group via merger
  • strategic investment in LeveL ATS and the subsequent merger of LeveL ATS and Luminex
• North American Bancard in connection with its:
  • acquisitions of Signature Payments and CardWorks Acquiring
  • agreement with Apple to provide the “Tap to Pay” solution on the iPhone
• Polypaths, a provider of fixed-income and structured finance analytics and risk management solutions for financial institutions, in connection with its sale to Numerix, a portfolio company of Genstar Capital
• Citigroup/Citibank, N.A. in numerous commercial and strategic transactions, including its:
  • digital lending partnership with Amazon.com, Inc. to offer Citi cardholders alternative payment plans when making purchases on Amazon.com
  • spin-out of the “Bridge built by Citi” digital platform to Foro Holdings, including an investment in Foro
  • establishing a service offering to custody and settle digital assets for its customers, including agreements with multiple leading technology providers to financial institutions
  • partnership with Covr Financial Technologies to offer insurance and long-term care solutions to Citi’s clients via Covr’s digital insurance platform
  • carve-out sales of its (a) fixed-income analytics and index businesses, including The Yield Book and the World Government Bond Index, to the London Stock Exchange Group (LSEG), and the recent extension of its strategic partnership, including a customer agreement, with LSEG with respect to financial models, analytics and model infrastructure; (b) worldwide prepaid cards business to an affiliate of Wirecard AG; and (c) equities market-making business of Automated Trading Desk Financial Services to Citadel Securities
  • acquisition of Automated Trading Desk, Inc.
  • investments in KomGo S.A. and Defacto
• Citi Ventures in the formation of, and investment in, Ensemble Technologies and the spin-out of assets to, and initial acquisition of common stock of, Worthi
• The Sage Group plc in its acquisitions of Lockstep and Intacct Corporation
• Total Merchant Services in its acquisition by North American Bancard and dividend recapitalization

Other fintech clients have included ACI Worldwide, CoinZoom, Pico and QuadPay.

Financial Services and Specialty Finance

For more than two decades, Mr. Brill has been a trusted adviser to longstanding financial institutions clients — including Citigroup, Credit Suisse, Discover, JPMorgan, Nasdaq, Santander and Wells Fargo — on dozens of corporate and commercial transactions. His representations have included:

• Discover Financial Services and Discover Bank in the pending sale of Discover Bank’s private student loan portfolio to affiliates of Carlyle and KKR, with Firstmark Services — a division of Nelnet — to be responsible for servicing the portfolio upon closing
• Wells Fargo & Company/Wells Fargo Bank in connection with its:
  • carve-out sale of certain assets of Wells Fargo Asset Management, related legal entities and its collective investment trust business to Allspring Global Investment, which was formed by GTCR and Reverence Capital Partners (recognized as Deal of the Year (Large) at the 2022 Americas M&A Atlas Awards)
  • sale of its private student loan portfolio to a group of investors, with Firstmark, a division of Nelnet, to service the portfolio. The loans were subsequently securitized by Apollo Global Securities, Blackstone Securities Partners and various financial institutions
  • carve-out sale of its Institutional Retirement & Trust business to Principal Financial Group
• Citigroup/Citibank, N.A. in numerous strategic transactions, including in the:
  • acquisition of Deutsche Bank Mexico to facilitate the exit of the consumer, small business and middle-market banking operations of Citibanamex and Citi’s ability to continue its institutional operations in Mexico
  • sale by Citi’s subsidiary, AO Citibank, of a portfolio of ruble-denominated personal installment loans to Uralsib, and transfer by AO Citibank to Uralsib of a portfolio of ruble-denominated credit card balances, as part of Citi’s previously announced wind-down of its operations in Russia
  • sale of its margin foreign exchange business to affiliates of FXCM and Saxo Bank
  • sale of its mutual fund transfer agency business to affiliates of SunGard Data Systems
  • sale of its wealth management services business to affiliates of Genpact Limited
  • sale of The Travelers Insurance Company, The Travelers Life and Annuity Company and other insurance businesses to MetLife, Inc.
  • sale of CitiStreet LLC to ING Group
  • restructuring of the CitiFinancial consumer finance business (now OneMain)
• The Bank of New York Mellon, Computershare, Clearstream, Deutsche Bank, HSBC, JPMorgan Chase and State Street in connection with their investment in Proxymity spun out by Citigroup
• Nasdaq, Inc. in:
  • the carve-out sales of its public relations solutions and digital media services businesses to West Corporation, an Apollo Global Management portfolio company
  • an offer to acquire all of the shares of the publicly traded Norwegian stock exchange, Oslo Børs VPS Holding ASA, following Euronext NV’s unsolicited offer
  • its acquisition of Marketwired, a global provider of news distribution services and analytics
• the special committee of the board of directors of National Holdings in the company’s acquisition by B. Riley Financial, Inc.
• Primerica, the largest independent financial services marketing company in North America, in its restructuring and initial public offering, and in the sale of a significant equity stake to private equity funds controlled by Warburg Pincus LLC. Mr. Brill’s role on this transaction was featured in the Financial Times’ inaugural U.S. Innovative Lawyers report, which ranked Skadden as the top firm in the country for innovation in the legal sector and in the financial services category
• The PMI Group in connection with a significant equity investment in PMI by funds affiliated with the Blackstone Group
• Citigroup Global Markets, as financial advisor to The New York Stock Exchange, Inc., in connection with a series of mergers with Archipelago Holdings, Inc.

Software and Technology

• Information Builders in its acquisition by TIBCO Software
• Nasdaq in its acquisition of Boardvantage, a leading provider of board and leadership communications and solutions, via merger
• The Sage Group plc in its sales of:
  • Sage Software Healthcare to Vista Equity Partners
  • the Nonprofit Solutions business to Accel-KKR
  • the ACT! contact management and SalesLogix customer relationship management businesses to Swiftpage
  • Sage Software’s equity interest in Swiftpage to an affiliate of Jump Capital
• Independent directors of Snap One Holdings in its acquisition by Resideo Technologies
• Chardan Capital Markets, in its capacity as financial advisor and capital markets advisor to Ventoux CCM Acquisition Corp., in connection with Presto Automation’s business combination with Ventoux
• Sunrise Capital Partners in its management-led acquisition of substantially all of the assets of SubMicron Systems Corporation, a designer and manufacturer of equipment systems for the semiconductor industry, and subsequent financings of Akrion LLC

Sports, Media and Entertainment

• the NBA in its exclusive global partnership with, and equity investment in, Sportradar
• the XFL in connection with its:
  • pending combination with the United States Football League
  • relaunch as a professional football league following its acquisition by investors, including Redbird Capital Partners
  • global partnership with Disney and ESPN for broadcasting rights for gameday content and other events
  • contemplated collaboration with the Canadian Football League
• Bruce Sherman, as lead investor of a consortium, including Derek Jeter and Michael Jordan, in the creation thereof and acquisition of the Miami Marlins Major League Baseball club, following which Mr. Sherman became the chairman, principal owner and control person of the Marlins. This transaction was featured in Law360’s profile of Skadden as M&A Group of the Year
• the National Hockey League in its multiyear strategic partnership with PointsBet
• the PGA TOUR in the:
  • sale of EZLinks Golf to NBC Sports Group, a subsidiary of Comcast
  • prior merger of its affiliate with an affiliate of EZLinks Golf to create a joint venture, EZLinks Golf LLC, a leading online tee-time reservation business, which was featured in Law360’s profile of Skadden as Sports Group of the Year
  • acquisitions by EZLinks of (a) Integrated Business Systems and (b) Distinct Software Solutions and related debt and equity financings, including a significant minority investment by Providence Equity Partners
• The PGA of America in its strategic partnership with Legends
• XM Satellite Radio Holdings Inc. in its merger of equals with Sirius Satellite Radio Inc.
• the significant stockholders of The Todd-AO Corporation (now Liberty Livewire Corporation), a movie and television post-production company, in its merger with Liberty Media Corporation
• RODE Microphones in its acquisition of pro audio leader Mackie
• Callaway Arts & Entertainment in its refinancing and restructuring
• the Tampa Bay Buccaneers regarding various corporate matters

Automotive and Equipment

• Dayco, LLC in:
  • connection with its sale to Hidden Harbor Capital Partners
  • a dividend recapitalization
  • its acquisition of substantially all of the assets of Metavation LLC
• MSX International, an automotive outsourcing leader, in connection with its sale to Bain Capital
• DexKo Global in connection with governance matters
• Hughes Telematics, a provider of voice and data connections and technology products for vehicles, in its merger with Verizon Communications
• Deere & Company (John Deere) in its acquisition of Richton International

Hospitality and Real Estate

• The PGA of America in its strategic partnership with Legends, pursuant to which Legends will operate on-site, online, licensing and corporate merchandising for the PGA’s spectator championships
• Intrawest Resort Holdings in its corporate reorganization in connection with its initial public offering
• Aztar Corporation, a hospitality and gaming company, in its announced, but terminated, merger with Pinnacle Entertainment, Inc., the subsequent four-way bidding contest culminating in a merger with Columbia Sussex, and in related divestitures of casino properties
• Cendant in its acquisition of Ramada Franchise Canada Inc.
• NRT Incorporated, the largest residential real estate brokerage company in the U.S., in several acquisitions, including acquisitions of The Sunshine Group, Ltd., The Corcoran Group and Gundaker Real Estate Co., Inc. and related real estate entities

Energy and Industrial

• Chardan NexTech Acquisition 2 Corp. in its business combination with Dragonfly Energy
• BillerudKorsnäs AB in its acquisition of Verso Corporation
• Cellu Tissue Holdings in connection with a recapitalization and corporate matters regarding its acquisitions of paper manufacturing companies

Mr. Brill has also represented Culligan, GE Vernova, Loews and Renovate America in connection with various corporate transactions or other matters. 

Health Care, Life Sciences and Pharmaceuticals

• UnitedHealth Group Incorporated in its acquisition of Oxford Health Plans, Inc.
• American Medical Security Group, Inc. in its acquisition by PacifiCare Health Systems, Inc.
• Valeant Pharmaceuticals International in its acquisition of Bausch & Lomb; and in its merger with Biovail Corporation, the largest publicly traded pharmaceutical company in Canada (The Globe and Mail’s Health Care Deal of the Year)
• ICN Pharmaceuticals in its acquisition of the publicly held shares of Ribapharm Inc.
• Endo Pharmaceuticals Holdings in its acquisition of Algos Pharmaceuticals Corporation via merger, thereby becoming a publicly traded company

Consumer Products and Retail

• Mars, Incorporated in its acquisitions of (i) Nutro Products, Inc. from Bain Capital Partners and (ii) certain assets from Menu Foods Income Fund
• The Dial Corporation, a leading manufacturer of personal care and cleaning products, in its merger with Henkel KgaA
• International Flavors & Fragrances in its acquisition of Bush Boake Allen Inc.
• Abercrombie & Fitch in various commercial and financing transactions with a third party to develop apparel in connection with the launch of a new brand

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Mr. Brill has provided pro bono legal services to nonprofit organizations, including the National Academy Foundation (NAF). He serves on the board of directors of NAF and is president and a director of the Little League Baseball and Softball organization in his hometown. He also has volunteered as a coach of his children’s youth sports teams.