ArrowMark Partners’ Acquisition of StoneCastle Asset Management

Dechert LLP acted as legal counsel, and Berkshire Global Advisors acted as financial advisor, to StoneCastle Asset Management and its parent StoneCastle Partners, LLC. Schulte Roth & Zabel LLP acted as legal counsel, and Colchester Partners acted as financial advisor to ArrowMark. Pepper Hamilton LLP acted as legal counsel to the Company. Shearman & Sterling LLP acted as legal counsel to the Company’s independent directors.

ArrowMark Partners completed the acquisition of the bank investment platform and assets of StoneCastle Asset Management, LLC, through its subsidiary, StoneCastle-ArrowMark Asset Management LLC.

The acquisition will maximize the strengths of ArrowMark’s credit investment management business and StoneCastle’s bank sector investment platform. The deal was announced on Dec. 9, 2019 and closed on Feb. 12, 2020.

As a closing condition of the transaction, stockholders at a special meeting approved a new investment management agreement between the company and StoneCastle-ArrowMark Asset Management, a subsidiary of ArrowMark, and elected eight directors, constituting the entire board of directors of the company.

StoneCastle Financial Corp. is a registered non-diversified, closed-end investment company listed on the NASDAQ Global Select Market under the symbol “BANX.” Its investment objective is to provide stockholders with current income and, to a lesser extent, capital appreciation.

ArrowMark Partners is an employee-owned asset management firm founded in 2007. ArrowMark manages $20.3 billion in assets on behalf of a broad array of institutional clients and professional asset allocators across alternative credit and capacity-constrained equity strategies, as well as through the management of broadly syndicated and middle-market CLO Funds.

The Dechert team included Corporate Partner Ken Young (Picture; New York, Philadelphia), Partner Thomas Friedmann (Boston), Associate John Alessi (Boston), Associate Jieun Paik (New York), Associate Kenneth Winterbottom (Philadelphia), Associate Tu Le (Boston); Financial Services Partner William Bielefeld (Washington, D.C.); Tax Partner Edward Lemanowicz (Philadelphia), Associate George Davis (New York); Employee Benefits Partner Eric Rubin (Philadelphia), Associate Sarah Burke (New York); Intellectual Property Partner Thomas Rayski (New York).

Shearman & Sterling team included Nathan Greene, Rory O’halloran, and Thomas Majewski.

The Schulte team advising ArrowMark Partners is led by investment management partner John Mahon together with M&A and securities special counsel Lawrence Natke. The team also includes tax partner Shlomo Twerski; finance of counsel Ronald Risdon; intellectual property, sourcing & technology special counsel John Garces and Scott Kareff; litigation associate Robert Griffin; and investment management associates Karen Spiegel, Noah Aschen, Yehuda Ness and Christopher Avellaneda.

Involved fees earner: John Alessi – Dechert; William Bielefeld – Dechert; Sarah Burke – Dechert; George Davis – Dechert; Thomas Friedmann – Dechert; Tu Le – Dechert; Edward Lemanowicz – Dechert; Jieun Paik – Dechert; Thomas Rayski – Dechert; Eric Rubin – Dechert; Kenneth Winterbottom – Dechert; Kenneth Young – Dechert; Noah Aschen – Schulte Roth & Zabel; Christopher Avellaneda – Schulte Roth & Zabel; John Garces – Schulte Roth & Zabel; Robert Griffin – Schulte Roth & Zabel; Scott Kareff – Schulte Roth & Zabel; John Mahon – Schulte Roth & Zabel; Lawrence Natke – Schulte Roth & Zabel; Yehuda Ness – Schulte Roth & Zabel; Ronald Risdon – Schulte Roth & Zabel; Karen Spiegel – Schulte Roth & Zabel; Shlomo Twerski – Schulte Roth & Zabel; Nathan Greene – Shearman & Sterling; Thomas Majewski – Shearman & Sterling; Rory O’Halloran – Shearman & Sterling;

Law Firms: Dechert; Schulte Roth & Zabel; Shearman & Sterling;

Clients: ArrowMark Partners; StoneCastle Asset Management; StoneCastle Financial Corp.; StoneCastle Partners;

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Author: Ambrogio Visconti