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Allen & Overy advises Pendal Group Limited on its acquisition of TSW and associated capital raise

A multi-jurisdictional A&O team in Sydney, New York and Washington, D.C. advised Pendal Group on its agreement to acquire the Virginia-based investment manager, which will greatly expand its U.S. footprint, and on the debt and equity financing for the deal.

Allen & Overy (A&O) today announced its role in advising Pendal Group Limited (ASX: PDL) (Pendal), an independent global investment manager based in Australia with A$101.7 billion in funds under management, in its acquisition of Thompson, Siegel & Walmsley LLC (TSW), a U.S. based value-oriented investment management and advisory company. The transaction will substantially increase Pendal’s presence as a global investment manager, particularly in the U.S. market. The transaction was funded by an A$190 million placement of new shares to institutional investors and a 5 year A$200 million debt facility.

Pendal’s acquisition of TSW strategically positions Pendal’s U.S. business to drive growth in the world’s leading equity market. This transaction follows Pendal’s longstanding expansion efforts through both organic and inorganic growth, including its acquisition of UK based manager J.O. Hambro Capital Management in 2011, which A&O advised on.

Commenting on the transaction, New York M&A partner Stephen Besen said, “This deal is evidence of the continuing trend of consolidation in the investment management industry. A&O’s work with Pendal on this transaction highlights A&O’s expertise in advising on complex cross-border acquisitions in the investment management industry.” 

 A&O’s work with Pendal on this transaction highlights A&O’s expertise in advising on complex cross-border acquisitions in the investment management industry.

Stephen Besen, New York M&A partner

Michael Parshall, partner in A&O’s Sydney office added, “A&O’s Sydney and New York offices worked together seamlessly across practice areas to leverage our local expertise on a global scale, allowing us to integrate the acquisition work of our New York team with the corporate and debt work of our Sydney teams. Whether in the U.S. or the UK and Europe (with the J.O. Hambro acquisition) we are pleased to have continued matching our leading global network to Pendal’s growth initiatives as part of its transition to being a truly global investment management platform.”

The Allen & Overy team was led by M&A partners Stephen Besen and Michael Parshall in the New York and Sydney offices, respectively. The team also included New York associates Loren Thomas, Lucy Cai and Nkem Anene and on the equity raise Australian associates Isobel Smith, Ashton Pyke and Michelle Huo. U.S. securities law advice was provided by Sydney ICM partner Mark Leemen and associate Edward Ren. Sydney partner Adam Stapledon and senior associate William Kim advised on the acquisition financing. U.S. tax advice was provided by New York partner Dave Lewis, senior counsel Caroline Lapidus, and associates John Hibbard and Lauren Diner. New York partner Brian Jebb and associate Zoe Wachter advised on employment and benefits matters. Washington, D.C. partner Chris Salter, New York senior counsel Kuang Chiang and associate Pierce Young provided regulatory advice. Partner Elaine Johnston and associate Puja Patel advised on antitrust. Real estate advice was provided by partner Adam Sofen and associate Natasha Robbins. Partner Keren Livneh and associates Natalie Montano Young and Kyle Coogan advised on transactional IP matters.

For further information, please contact Kristin Cole at pro-a& or Georgia Bennett at