James W. Hahn

Jamie Hahn is Counsel in Simpson Thacher’s Registered Funds Practice, where he advises investment funds and other vehicles on a broad range of formation, transactional and regulatory matters, with a particular focus on making private market strategies accessible to public investors. Jamie advises clients on the initial design, formation and ongoing operation of regulated funds and other vehicles seeking to provide sophisticated retail and high net worth individuals exposure to alternative asset classes, including asset-backed credit, infrastructure, private equity and real estate. While Jamie primarily focuses his practice on innovative structures for conglomerate and holding companies, private funds and private REITs, he also has experience working with registered funds, including mutual funds, closed-end funds and ETFs.    

Recent formations on which Jamie has worked include:

• Apollo Asset Backed Credit Company LLC (ABC), a non-traded holding company that operates as a lending platform with exposure to asset-backed instruments across multiple sectors, including consumer finance, residential mortgage loans, commercial real estate, hard assets and financial assets
• Apollo Infrastructure Company LLC (AIC), a non-traded holding company that operates and manages control-oriented infrastructure assets and finances infrastructure assets through controlled lending company subsidiaries
• Blackstone Private Equity Strategies Fund, L.P. (BXPE), a private fund designed to provide high net worth individuals with access to Blackstone’s private equity platform
• Blue Owl Real Estate Net Lease Trust (ORENT), a private REIT that acquires, owns, finances and leases a diversified portfolio of single-tenant commercial real estate properties subject to long-term net leases
• KKR Infrastructure Conglomerate LLC (K-INFRA), a non-traded holding company that seeks to acquire, own and control infrastructure assets or businesses through portfolio companies, special purpose vehicles and other entities

In addition to formation activities, Jamie has significant experience and frequently counsels asset management firms and operating companies on complex “status” issues under the Investment Company Act, including exclusions related to real estate (Section 3(c)(5)(C)), asset-backed lending and other specialty finance (Section 3(c)(5)(A)/(B)), loan securitizations (Rule 3a-7), and private funds (Sections 3(c)(1) and 3(c)(7)). He also regularly advises asset management firms and operating companies on Investment Company Act and Advisers Act issues in connection with corporate transactions, including capital markets offerings and M&A activities involving status and change of control issues.  

Representative transactions include advising:

• Blackstone in connection with the establishment of a new perpetual capital vehicle that acquired 100% of the economic interests of Resolution Life Group Holdings, Ltd.
• EJF Acquisition Corp., in connection with its entry into a definitive business combination agreement and plan of merger with Pagaya Technologies
• KKR in connection with the issuance of $750 million aggregate principal amount of notes due by KKR Group Finance Co. XII LLC
• Mr. Cooper Group and its wholly owned subsidiary Nationstar Mortgage Holdings in connection with Nationstar Mortgage Holdings’ Rule 144A/Regulation S notes offering of $1 billion

Jamie received his J.D. from the Georgetown University Law Center and his A.B. from Brown University. He is admitted to practice in the District of Columbia and New York.