Joseph M. Penko

Mr. Penko regularly counsels public and private companies, private equity firms, executive management teams and individual executives on the design, implementation and termination of compensation and benefit arrangements, including executive employment and severance agreements; consulting arrangements; retention, severance and change-in-control plans; cash and equity-based incentive programs; and nonqualified deferred compensation plans.

Mr. Penko also frequently advises clients regarding tax rules relating to deferred compensation, excise tax on excess parachute payments and limits on the deductibility of executive compensation. He also advises on U.S. Securities and Exchange Commission rules governing executive compensation disclosure and corporate governance matters. Additionally, he counsels clients on a variety of ESG-related matters. Mr. Penko has been repeatedly selected for inclusion in Chambers USA.

Mr. Penko has represented a diverse set of clients in a broad range of industries, including:

Public Company Matters

• Worldpay in its $43 billion merger with FIS;
• E*TRADE Financial Corporation in its $13 billion acquisition by Morgan Stanley;
• American Financial Group, Inc. in the $3.5 billion sale of its annuity business to Massachusetts Mutual Life Insurance Company;
• Fortress Investment Group LLC in its $3.3 billion acquisition by SoftBank Group;
• Flagstar Bancorp, Inc. in its $2.6 billion all-stock merger with New York Community Bancorp, Inc.;
• Danaher Corporation in a variety of matters, including its $13.8 billion acquisition of Pall Corporation, the $2.6 billion merger of its communications business with NetScout Systems, Inc. and the tax-free spin-off of its specialty industrials business into a separate, publicly traded company called Fortive Corporation;
• Fortive Corporation in its $3 billion tax-free spin-off via a reverse Morris trust of four operating companies from its Automation & Specialty platform to Altra Industrial Motion Corp. and its tax free spin-off of Vontier;
• Massachusetts Mutual Life Insurance Company in the $2.4 billion sale of its retirement plan business to Great-West Lifeco Inc.’s subsidiary Empower Retirement;
• Vectrus, Inc. in its $2.1 billion all-stock merger with Vertex Aerospace Services Holding Corp.;
• Wells Fargo & Company in connection with its proposed $2.1 billion sale of Wells Fargo Asset Management and related legal entities;
• WSP Global Inc. in its acquisition of the Environment and Infrastructure business of John Wood Group plc for an aggregate cash consideration of $1.81 billion;
• Rithm Capital Corp. (formerly New Residential Investment Corp.) in its $1.4 billion acquisition of Home Loan Servicing Solutions, Ltd. and its internalization of management;
• Sierra Wireless, Inc., a communications equipment company, in its $1.2 billion sale to Semtech Corporation;
• Ameriprise Financial, Inc. in the $1.05 billion sale of its auto and home insurance business to American Family Insurance Mutual Holding Company;
• Mayne Pharma Group Limited in its $475 million sale of Metrics Contract Services to Catalent, Inc.;
• Moelis & Company in a variety of matters, including its initial public offering;
• Squarespace in a variety of matters, including its direct listing on the New York Stock Exchange; and
• NXP Semiconductors N.V. (Netherlands) in its proposed but terminated $47 billion acquisition by Qualcomm Incorporated.

Private Equity and Financial Sponsor Matters

• GIC in its pending $14 billion acquisition of STORE Capital Corporation, alongside Oak Street;
• OceanSound Partners in its:
  • acquisition of a majority stake in: Netrix and the subsequent acquisitions by Netrix of the IT services business unit of Prosum, Inc.; PSC Group, LLC; and BTB Group LLC;
  • acquisition of Lynx Software Technologies; and
  • strategic investment in CFM;
• Permira Funds in its:
  • $2.2 billion sale of its portfolio company DiversiTech to Partners Group;
  • sale of its portfolio company LSNE to PCI Pharma Services;
  • $4.2 billion sale of a majority stake in Duff & Phelps to Stone Point Capital;
  • $2.4 billion acquisition of Cambrex Corporation;
  • acquisition of a majority stake in Axiom;
  • acquisition of a majority stake in Reformation;
  • sale of a majority stake in Teraco Data Environment to Berkshire Partners;
  • acquisition of a majority equity stake in Cielo;
  • $1.75 billion acquisition of Duff & Phelps from equity investors led by Carlyle;
  • $2.3 billion sale of its portfolio company Atrium Innovations to Nestlé S.A.;
  • acquisition of LSNE, Inc.; and
  • acquisition of DiversiTech Corporation from The Jordan Company;
• Fortress Investment Group LLC in various matters, including:
  • the sale of TRAC Intermodal to Stonepeak Infrastructure Partners;
  • the sale of its majority stake in its portfolio company Abercrombie & Kent Group of Companies, S.A. to Zhonghong Group;
  • the $250 million sale of Logan Circle Partners, L.P., Fortress’ traditional fixed-income asset management business, to MetLife, Inc.; and
  • the internalization of management of Rithm Capital Corp. (formerly New Residential Investment Corp.);
• Kelso & Company in its acquisitions of:
  • Physicians Endoscopy from Pamlico Capital;
  • Refresh Mental Health from Lindsay Goldberg, and in its subsequent sale of Refresh Mental Health to Optum, a division of UnitedHealthcare;
  • Plan B One-Step and other brands from Teva Pharmaceuticals; and
  • seven brands, including Breathe Right Nasal Strips, from GSK Consumer Healthcare;
• Kelso & Company, L.P. and affiliates of Blue Wolf Capital Partners LLC in their acquisition of Jordan Health Services from Palladium Equity Partners;
• Axiom, a portfolio company of the Permira Funds, in its acquisition of Bliss Lawyers;
• SDC Capital Partners, LLC in its acquisition of a majority stake in Summit Infrastructure Group, Inc.;
• The Baupost Group and private equity firm Goldfinch Partners in their acquisition of Western Union Business Solutions;
• Dayco, LLC in connection with its sale to private equity firm Hidden Harbor Capital Partners;
• Wilshire Associates Incorporated in its acquisition by a consortium of private equity investors;
• Further Global Capital Management in its acquisition of a majority stake in US Claims, the litigation finance business of DRB Financial Solutions;
• Pine Brook in its sale to Clearlake Capital Group of Pine Brook’s interest in WhiteStar Asset Management;
• DH Private Equity Partners in the sale of Italy-based Zobele Group to Canada-based Knowlton Development Corporation;
• TPG Capital and its portfolio company The Warranty Group in the latter’s $2.5 billion business combination with Assurant, Inc.; and
• York Capital Management in its sale to KKR of The Bay Club Company.

Mr. Penko is actively involved in Skadden’s training and recruiting programs and serves on the firm’s Summer Associate Committee. He often speaks at seminars and conferences that focus on executive compensation issues and is the author of an ongoing series of articles on Bloomberg Law that explore executive compensation considerations arising in M&A transactions.