Ryan Brizek is a Partner in Simpson Thacher’s Registered Funds Practice. Ryan focuses his practice on transactional and regulatory matters involving regulated funds, with a particular focus on making private markets investment strategies accessible to public investors. He advises clients on the formation and operation of investment funds and other products designed to provide retail and high net worth investors access to alternative asset classes, such as private equity, private credit, infrastructure, secondaries (GP-led and LP-led) and liquid alternatives.
Ryan regularly advises clients that manage alternative strategies on the structuring, formation and operation of registered investment companies and BDCs and related fund governance matters. He has deep experience across the various types of regulated fund structures, including interval funds, tender offer funds, listed closed-end funds, business development companies, mutual funds and exchange-traded funds. He counsels regulated funds on regulatory and compliance matters, including with respect to side-by-side investments and investment restructurings involving regulated and private funds.
Recent formations of regulated funds and other products on which Ryan has worked include:
- Apollo S3 Private Markets Fund, a tender offer closed-end fund focused on traditional LP-led secondary investments in private funds and non-traditional GP-led secondary investments, with a predominate focus on private equity (including buyout and growth equity) and private credit strategies, in its formation and ongoing matters
- Hamilton Lane Private Infrastructure Fund, a tender offer closed-end fund that invests in infrastructure assets through a tactically constructed portfolio of direct co-investments, equity and debt investments in portfolio companies and secondary investments
- PGIM Credit Income Fund, an interval fund, in connection with its formation and ongoing matters
- Apollo Asset Backed Credit Company, a non-traded holding company that operates as a lending platform with exposure to asset-backed instruments across multiple sectors, including, but not limited to, consumer finance, residential mortgage loans, commercial real estate, hard assets and financial assets
- Apollo Infrastructure Company, a non-traded holding company that operates and manages control-oriented infrastructure assets and finances infrastructure assets through controlled lending company subsidiaries
- JPMorgan Private Markets Fund, a tender offer closed-end fund that makes secondary investments in private equity funds and co-investments in private equity portfolio companies, in its formation and ongoing matters
- PGIM Private Credit Fund, a non-traded business development company, in connection with its formation and ongoing matters
- Apollo Diversified Credit Fund, an interval fund, in connection with its launch and ongoing matters
- Jefferies Finance in connection with public company, regulatory and transactional matters relating to the formation and ongoing operation of its private business development companies, Jefferies Credit Partners BDC Inc. and Senior Credit Investments, LLC
- Sixth Street Lending Partners, a private business development company, in connection with its private offering
- Western Asset Diversified Income Fund, a listed closed-end fund, in its $1 billion IPO
- AQR in the launch of a number of liquid alternative mutual funds
Ryan has deep experience advising listed closed-end funds and their underwriters on capital markets transactions, including initial public offerings, underwritten and privately placed common and preferred stock offerings, at-the-market offerings and rights offerings to acquire shares of common or preferred stock. He also advises registered funds and BDCs on other transactional matters such as fund mergers and strategic investments.
Recent regulated funds transactions on which Ryan has advised include:
- Western Asset High Income Fund II, a listed closed-end fund, in multiple transferable rights offerings to subscribe for shares of common stock
- Western Asset-managed listed closed-end funds in fund mergers
- Western Asset-managed listed closed-end funds in SEC-registered at-the-market equity programs
- ClearBridge-managed listed closed-end funds in fund mergers
- ClearBridge-managed listed closed-end funds in private placements of mandatory redeemable preferred stock
- Brandywine GLOBAL – Global Income Opportunities Fund, a listed closed-end fund, in private placements of mandatory redeemable preferred stock
- ClearBridge and Western Asset advised listed closed-end funds in dismissal of Saba’s claims related to the Maryland Control Share Acquisition Act on forum non conveniens grounds
- Underwriters in the IPO of Calamos Long/Short Equity & Dynamic Income Trust, a listed closed-end fund
- Underwriters in the public offering of a new series of NYSE-listed preferred shares by The Gabelli Dividend & Income Trust, a listed closed-end fund
- AQR mutual funds in a number of fund mergers
- Various listed closed-end funds in proxy contests with dissident professional investors
Ryan routinely provides strategic investment management regulatory advice to asset management firms in M&A transactions, including acquisitions, sales, mergers, restructurings and spin-offs of asset management businesses and fund reorganizations and adoptions.
Ryan’s recent representative M&A transactions have included:
- Legg Mason-managed closed-end funds in connection with the acquisition of Legg Mason by Franklin Templeton and related proxy contests and standstill arrangements
- Oaktree Capital Group in its sale of approximately 62% of the Oaktree business to Brookfield Asset Management
- Apollo in its acquisition of the U.S. wealth distribution and asset management businesses of Griffin Capital
- KKR in its acquisition of Global Atlantic
- Sixth Street Partners in its agreement with TPG Global to become independent, unaffiliated businesses, with TPG retaining a passive minority economic stake in Sixth Street
- Portfolio Advisors in connection with its merger with FS Investments
- Blackstone in the privatization of Tricon Residential
- Corsair Capital in connection with its entry into a joint venture with Investcorp through Investcorp’s acquisition of 50% stake in Corsair’s infrastructure business
- Clearlake Capital in its acquisition of Whitestar Asset Management
Ryan also counsels investment advisers and their parent companies on the structuring of equity and debt offerings, as well as internal restructurings, in a manner consistent with the requirements of the Investment Company Act and the Investment Advisers Act.
Ryan frequently advises firms seeking to rely on exceptions and exemptions from regulation under the Investment Company Act and the Investment Advisers Act, and represents clients seeking no-action positions, interpretive guidance or exemptive relief from the SEC. In addition to routine matters, Ryan has represented clients in obtaining novel exemptive relief from the SEC, including:
- The first order providing an exemption from Section 15(c) of the 1940 Act to permit a fund board to enter into or materially amend sub-advisory agreements at a non-in-person meeting, granted to Blackstone and its registered funds
- An exemption from Section 205 of the Advisers Act and Rule 205-1 thereunder to permit an investment adviser to enter into or amend a sub-advisory agreement under which the sub-adviser receives a fulcrum fee from the adviser based on the gross performance of its allocated portion of a registered fund, granted to Blackstone and its registered funds
Ryan also advises domestic, international and multinational companies and funds on investment company status matters and related exemptions, exceptions and structuring considerations.
Ryan is recognized as Highly Regarded for Registered Funds by IFLR1000. Chambers USA also recognizes Ryan in the area of Registered Funds. Ryan received his J.D. from George Washington University Law School and his B.S. from Pennsylvania State University. He is admitted to practice in the District of Columbia and New York.