Charles Wachsstock

Charles Wachsstock is a co-chair of Hughes Hubbard & Reed’s Employee Benefits and Executive Compensation practice. His practice focuses on executive compensation and employee benefits matters in corporate transactions, employment and separation agreements, compensation programs for public and private companies, financial sponsors, directors and executives. Charles also advises clients on the fiduciary responsibility provisions of the Employee Retirement Income Security Act (ERISA) with respect to the investment of pension plan assets, including VCOC, REOC, and other plan asset issues.

Charles has more than 20 years of experience dealing with the executive compensation and benefits aspects of public and private transactions, disclosure requirements concerning compensation and employee benefits, and compensation matters related to internal corporate governance investigations. He also has extensive knowledge of ERISA and has experience assisting clients with their fiduciary duties and defense of ERISA fiduciary litigation. In addition, he is well-versed in a broad range of laws and market practices that apply in the employee benefits and executive compensation context.

• Representation of the following SPACS backed by investment firm Kensington Capital Partners:
  • Kensington Capital Acquisition Corp. V in connection with its $276 million initial public offering;
  • Kensington Capital Acquisition Corp. IV in connection with its $939 million merger with Amprius Technologies, Inc., a nanowire battery company; and
  • Kensington Capital Acquisition Corp. II in connection with its $1.5 billion merger with Wallbox Chargers SL, a manufacturer of electric vehicle charging stations.
• Representing Indian hotel OYO in its acquisition of G6 Hospitality, the parent company of U.S. hospitality brand Motel 6.
• Representation of Sotheby’s in connection with a definitive agreement with Abu Dhabi-based investment and holding company ADQ under which ADQ will acquire a minority interest in Sotheby’s.
• Representation of Knorr-Bremse AG in its approximately €630 million acquisition of the North American conventional rail signaling business of Alstom.
• Representation of CF Acquisition Corp. VIII, a special purpose acquisition company (SPAC) sponsored by Cantor Fitzgerald, in its merger with XBP Europe, Inc., the European business of Exela Technologies Inc.
• Representation of alternative investment firm AURELIUS in the acquisition by its portfolio company, ZIM Aircraft Seating, of HAECO Cabin Solutions from HAECO Group.
• Representation of Stanadyne and its subsidiary Pure Power on their section 363 asset sale to an entity formed by Cerberus, the prepetition agent and secured lender.
• Representation of global aircraft inventory solutions provider DASI in the sale of 50% of the outstanding ownership of DASI to Marubeni Corporation, a publicly traded Japanese company that is one of the world’s largest trading and investment conglomerates, and related joint venture arrangements. The transaction saw minority investor Fortress Investment Group exit its investment in DASI.
• Representation of Griffin Global Asset Management $1 billion senior unsecured notes offering.
• Representation of Newhouse family-owned media company Advance Publications Inc. and its portfolio company 1010data, a provider of enterprise analytics, in the sale of 1010data to SymphonyAI.
• Representation of Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
• Representation of Madison Square Garden Entertainment Corp. in connection with the purchase of a controlling interest in, and the subsequent sale of, Tao Group Hospitality, operator of more than 80 branded locations in over 20 markets across four continents, including the Tao, Marquee, Lavo, Avenue, The Stanton Social, Beauty & Essex and Avenue restaurants and nightclubs.
• Representation of MSG Sports in connection with the combination of Counter Logic Gaming, of which MSG Sports previously owned a controlling interest, with NRG, a professional gaming and entertainment company. As a result of the transaction, MSG Sports now owns a noncontrolling equity interest in the larger, combined NRG/CLG company.
• Representation of global information technology company Wipro in its purchase of Rizing, an award-winning systems, applications and product company (SAP).
• Representation of Greenbriar Equity Group LLC in connection with the acquisition of automotive aftermarket parts and accessories distributor JEGS High Performance.
• Representation of Media group Advance Local, a subsidiary of Newhouse family-owned Advance Publications Inc. which owns numerous media and entertainment companies, in connection with its sale of MatchCraft, a marketing technology platform.
• Representation of global information technology company Wipro in its acquisition of Edgile, a cybersecurity consulting provider.
• Representation of AMC Networks in connection with the acquisition of Sentai Holdings, a global supplier of anime content and merchandise.
• Representation of CF Finance Acquisition Corp. VI, a SPAC backed by Cantor Fitzgerald, in its $2.1 billion IPO merger with Rumble Inc. that took the Canadian neutral video platform public.
• Representation of Santander Consumer USA Holdings Inc. in its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private.
• Representation of financial advisory firm Geller & Co. in connection with the sale of Geller’s outsourced CFO and business services division to Bloomberg LP.
• Representation of CF Finance Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public.
• Representation of SPAC Isos Acquisition Corp. in its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
• Representation of CuriosityStream Inc., the first streaming media company devoted to factual entertainment, in its combination with Software Acquisition Group, Inc., a special purpose acquisition company.
• Representation of Controlling Class of Noteholders of Zohar III Corp. in connection with Dura Automotive’ s Chapter 11 filing and ultimate sale of the business to certain members of the controlling class.
• Representation of Elliott Management in its $683 million acquisition of Barnes & Noble, the largest retail bookseller in the US.
• Representation of Citizens Financial Group in its agreement to purchase certain assets of Bowstring Advisors, an Atlanta-based merger and acquisition advisory firm.
• Representation of Canaccord Genuity Group on its acquisition of Petsky Prunier, a preeminent boutique M&A advisory firm.
• Representation of KeyBank in its acquisition of Laurel Road's affinity-focused digital lending business.
• Representation of Citizens Financial in its acquisition of Clarfeld Financial Advisors.
• Representation of Dealer Tire in a significant investment by Bain Capital Private Equity.
• Representation of AXA and AXA Equitable Holdings on the initial public offering of AXA Equitable Holdings on the New York Stock Exchange for approximately $4 billion, and AXA Equitable Holdings in its offering and sale of $3.8 billion of senior notes.
• Representation of Citizens Financial in its acquisition of Franklin American Mortgage.
• Representation of Dealer Tire in its significant investment in SimpleTire.
• Representation of TPG Capital and Welsh, Carson, Anderson & Stowe, with Humana, in their $1.4 billion acquisition of Curo Health Services.
• Representation of Precision Medicine Group in a new $275 million investment.
• Representation of Two investors in their joint acquisition of Chesapeake Asset Management, a New York-based investment advisor.
• Representation of Canada Pension Plan Investment Board in its $1.1 billion acquisition of Ascot from American International Group.
• Representation of Dealer Tire in its sale of the assets of Dealer Tire Canada to Groupe Touchette.
• Representation of TruGreen, a Clayton, Dubilier & Rice portfolio company, and CD&R in TruGreen's merger with Scotts LawnService.
• Representation of Nassau Reinsurance Group, a Golden Gate Capital portfolio company, in its acquisition of Universal American's Traditional Insurance business.
• Representation of Fifth Third Bank in the sale of its Pennsylvania branch presence to First National Bank of Pennsylvania, and the sale of its Missouri branch presence to Great Southern Bank.
• Representation of Lannett in its acquisition for $1.23 billion in cash, plus additional contingent consideration, of Kremers Urban Pharmaceuticals, the U.S. specialty generic pharmaceuticals subsidiary of global biopharmaceuticals company UCB.
• Representation of Canada Pension Plan Investment Board in its $12 billion acquisition of GE Capital's sponsor lending business, including Antares Capital, the leading lender to middle market private equity sponsors in the U.S.
• Representation of Morgan Stanley Private Equity in the $600 million sale of Creative Circle, a leading professional staffing firm specializing in advertising, creative and marketing talent, to NYSE-listed On Assignment for a mix of stock and cash consideration.
• Representation of UCI in the $257 million sale of its Wells vehicle electronics business to NGK Spark Plug Co.
• Representation of Dealer Tire in its receipt of a significant investment by Lindsay Goldberg and redemption of TA Associates' ownership interests.
• Representation of MBIA in its sale of Cutwater Asset Management, an investment management company with $23 billion in assets under management, to BNY Mellon.
• Representation of Guardian Life Insurance in its $450 million offering of 4.875% Surplus Notes due 2064.
• Representation of Chemtura in the $1 billion sale of its agrochemicals business, Chemtura AgroSolutions.
• Representation of Canada Pension Plan Investment Board in its $1.8 billion acquisition of Wilton Re, a U.S. life insurance and reinsurance provider.
• Representation of The Special Committee of the Board of Directors of Dell in the $24.9 billion sale of Dell to an investor group including Michael Dell and Silver Lake.
• Representation of Eutelsat in its $1.14 billion acquisition of Satélites Mexicanos.
• Representation of Viewdle, a facial recognition technology provider, in its sale to Motorola Mobility, a division of Google.
• Representation of FNBNY Bancorp and its sponsor, Modern Capital Partners, in FNBNY's acquisition of Madison National Bancorp and its subsidiary, Madison National Bank.
• Representation of Reynolds Group in its $4.5 billion acquisition of Graham Packaging Company.
• Representation of Reynolds Group in its acquisition of Dopaco, a food service packaging company.
• Representation of Rank Group in its $950 million acquisition of Honeywell's automotive consumer products group.
• Representation of Rank Group in its $980 million acquisition of UCI International, a North American automotive products business.
• Representation of BWAY Holding Company in the financing aspects of its $915 million sale to Madison Dearborn Partners.
• Representation of International Paper in its $6 billion acquisition of Weyerhaeuser's packaging business.
• Representation of Rank Group in its $2.7 billion purchase of Alcoa's packaging and consumer businesses.
• Representation of DLI Holding Corp., the parent of Del Laboratories, a Kelso & Company portfolio company, in its acquisition by Coty, a leading global beauty and fragrance company.
• Representation of EDO Corporation in its $1.7 billion acquisition by ITT Corporation.