Matt Jones is a Chicago-based partner in Ropes & Gray’s employment, executive compensation & employee benefits practice group, where he advises on the incentive compensation, employee benefits, and other workforce-related aspects of complex private equity, restructuring, and strategic transactions.
Matt advises private equity sponsors, portfolio companies, and public companies in domestic and cross-border mergers, acquisitions, reorganizations, carve-outs, take-privates, divestitures, and IPOs. Clients rely on him to structure, negotiate, and implement management equity and incentive programs and executive employment agreements, and to advise on Sections 280G and 409A, as well as the securities law requirements applicable to executive compensation arrangements.
In restructurings, Matt represents debtors, boards of directors, and special committees in chapter 11 cases and out-of-court restructurings. His work includes key employee incentive and retention plans, executive employment arrangements, Bankruptcy Code section 503(c) compliance, and management incentive plans for the reorganized company.
Outside the United States, he advises on equity and incentive programs across Europe, the Middle East, Asia, and the Americas, working closely with local counsel.
Experience
The information below constitutes a representative sample of clients and matters, rather than a comprehensive list.
Private Equity & Strategic Transactions
- TPG in numerous platform acquisitions, sales, carve-outs, add-ons, and ongoing portfolio company matters including, among others, its:
- Initial investment in DIRECTV and its subsequent acquisition from AT&T of the remaining 70% interest,
- Acquisition, with Francisco Partners, of Boomi from Dell Technologies (and Boomi in numerous strategic add-on acquisitions),
- Sale of Wind River to Aptiv,
- Carve-out acquisitions of GE Vernova’s Proficy manufacturing software business and PTC’s Kepware industrial connectivity and ThingWorx IoT businesses,
- Acquisition of Learfield,
- Acquisition of ClaimsXten (now Lyric),
- Acquisition of Nextech,
- Acquisition, with TA Associates, of Planview (and Planview in strategic acquisitions, including Tasktop and Sciforma), and
- Majority investment in Nintex.
- The underwriters in the initial public offering of TPG Inc.
- H.I.G. Capital in numerous platform acquisitions, investments, and ongoing portfolio company matters across the industrial, healthcare, business services, and technology sectors, including, among others: Formerra (formerly Avient’s distribution business), Inventus Power, Pixelle Specialty Solutions, and its acquisition, together with Thoma Bravo, of CompTIA’s certification and training business.
- General Atlantic and its portfolio companies in multiple platform acquisitions, sales, add-ons, and ongoing portfolio company matters including, among others, its: sale of PANTHERx to a Warburg Pincus-led investor group and growth investments in U.S. Urology Partners (along with multiple add-on acquisitions) and Eventus WholeHealth.
- CIVC Partners in numerous platform investments, acquisitions, dispositions, and ongoing portfolio company matters across the financial services, insurance, professional services, legal services, marketing, and technology sectors, including, among others, Cary Street Partners, Crest Insurance Group, Magna Legal Services, and YA Group.
- Gauge Capital in numerous platform investments, acquisitions, dispositions, and ongoing portfolio company matters across the technology, healthcare, industrial, education, and business services sectors, including, among others, CENTEGIX, Craftable, Streamline Healthcare Solutions, and Teachers of Tomorrow.
- Haveli Investments in its majority investment in AppViewX, its acquisition of Certinia, and its take-private acquisitions of Couchbase and ZeroFox Holdings, AppViewX in its acquisition of Eos, and multiple ongoing portfolio company matters.
- B Capital and CalPERS in connection with an investor consortium’s agreement to acquire Russell Investments from TA Associates and Reverence Capital Partners.
Restructuring
- Hooters of America in its chapter 11 restructuring, including the related sale of Hooters and Hoots Wings restaurant assets.
- Inotiv in its chapter 11 recapitalization and balance sheet restructuring.
- An ad hoc group of Wolfspeed convertible noteholders in Wolfspeed’s chapter 11 cases and emergence.
- Anastasia Beverly Hills in its fully consensual out-of-court recapitalization.
- Rodan + Fields in its uptier exchange and recapitalization transactions.
- Altice France in its cross-border restructuring and related chapter 15 proceedings.
- Arrival in its restructuring and financing transactions and subsequent administration.