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Andrew M. Felner

New York
T: 212.653.8481
F: 212.655.1718
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Andrew M. Felner is a partner in the Corporate Practice Group in the firm’s New York office and is a member of the firm’s Private Equity Team. He also serves as the Co-Team Leader of the firm's Private Wealth Services Team.

Areas of Practice

Mr. Felner's practice focuses on private equity, M&A, emerging growth investments and other corporate and commercial transactions.  His depth of experience ranges across billions of dollars worth of both domestic and international transactions and public and private deals.  Since joining the firm, he has advised on transactions in numerous industries, ranging from specialty chemicals, clean technology and automotive to business services and financial services.  Over his long career in law and business, Mr. Felner  has led transactions on the largest scale, leading the legal deal team for a global money center bank and worked extensively in the private equity and middle market as a lawyer and a business entrepreneur in the family office and maritime and energy industries.

Since joining the firm he has advised private equity firms and executives, family offices, family backed investment firms, privately held businesses, financial institutions, and special situations hedge funds, among other clients.

Mr. Felner is the former Deputy General Counsel and chief transactional lawyer for Citigroup Inc. where he led the bank’s legal team for all strategic M&A and investments globally for almost 10 years.

Before returning to private practice, he co-founded and led two affiliated entrepreneurial investment businesses, FDX Capital LLC and FDX Offshore LLC where he focused on direct transactions with ultra-high net worth families and investments in the maritime and energy industries.

Mr. Felner was the senior-most corporate and transactional lawyer at Citigroup, reporting directly to the Company’s General Counsel and managing a team of 75 lawyers and staff.  While at Citi he handled more than $100 billion of proprietary M&A transactions, divestitures, investments and joint ventures, in more than 25 countries. He also helped lead all of Citi’s multi-billion dollar recapitalization efforts during the financial crisis, including all legal aspects of the sovereign wealth investments and TARP.

Mr. Felner focuses on finding solutions and getting things done for his clients.  He brings deep and hands on transactional experience, judgment and a highly commercial and client focused approach to deals.  Having spent many years in the business world both as a senior officer of a global financial institution and as an investment business entrepreneur (and as a client himself of numerous law firms), he approaches all matters with a well-developed sensitivity to the business priorities, issues and objectives of the client.

  • Mergers and Acquisitions, Legal 500, 2016

At Sheppard Mullin (since March 2015)

  • Advised several investors on a series of growth capital investments in a Specialty Chemicals/Clean Technology business.
  • Advised a Private Equity Firm in the acquisition of a middle market automotive parts manufacturer
  • Advised a special situations hedge fund on acquiring a bankruptcy claim caught up in litigation
  • Advised the Chairman of a top Private Equity firm in restructuring his arrangements with the Firm
  • Advising a private equity firm on its participation in the sale of large scale business services firm
  • Advising a privately held company in membership services on a sale of the business
  • Advising a family office backed private equity firm on a uniquely structured private equity fund focused on family office investors
  • Advising a family office and real estate firm on a New Market Tax Credits financing

Recently, in a business capacity:

  • Advised on a $100 million joint venture between a specialty finance firm and an ultra-high net worth family office.
  • Advised on a $120 million public company industrial carve-out by a private equity investor backed by several family offices.
  • Partnered with a leading shipping pool operator, which has encompassed successful investments in the crude tanker market.
  • Led a bidding team composed of a Fortune 100 Company, a Forbes 400 family office, a top infrastructure private equity firm and an LNG liquefaction plant developer seeking to establish a supply chain of     LNG deliveries to the State of Hawaii.
  • Raised a significant working capital investment for his own company from a prominent family office.

At Citigroup from 2000 thru 2009 as Chief transactional lawyer for the Bank:

Morgan Stanley/Smith Barney Joint Venture (U.S.) – Senior supervisory role overseeing internal and external legal teams negotiating complex retail brokerage joint venture.

Citibank Germany Divestiture (Germany) – led legal team in Citi’s $7.7 billion sale of its German retail bank to French bank Credit Mutuel.

CitiCapital Divestiture (U.S.) – Led legal team and co-led negotiations on sale of CitiCapital, Citi’s commercial leasing unit, to GE Commercial Finance, involving more than $13 billion in assets.

Diners Club Divestiture (U.S.) – Led critical three-way negotiations mediating agreements among Citi and the General Counsels of both MasterCard and Discover in Discover's purchase of the Diners Club franchise from Citi.

Nikko Cordial Corp (Japan) –$14 billion acquisition of Nikko Cordial by Citi, requiring innovation of a first-ever use of Japanese law allowing the “squeeze-out” of minority shareholders.

Egg Banking plc (U.K.) – Led legal negotiations in acquisition of Egg, a U.K. bank primarily focused on credit cards and online banking, from Prudential plc.

The Travelers (U.S.) – Led negotiation of innovative sale of Umbrella trademark to Travelers Insurance.

Grupo Financiero Uno (Central America) – Led legal negotiations to buy leading Central American bank, with separate operations across six countries.

Banco de Chile (Chile) – Creation of JV structure in which Citi merged local operations into a leading Chilean bank in return for minority stake with options to increase holdings over time. Developed unique regulatory and operational agreements to allow Banco de Chile to function as Citi’s hub in Chile.

ABN-AMRO Mortgage Group (U.S.) – Oversaw legal team on purchase of ABN’s U.S. based $9 billion mortgage asset platform. Guided difficult indemnity negotiations revolving around critical legal issue then before the Supreme Court re: mortgage licensing issues.

Guongdong Development Bank (China) – Managed legal team in a challenging 15-month process toward buying 20% stake in Chinese bank. Deal involved a very competitive auction process, negotiations with multiple Chinese entities and regulators; negotiations with IBM on innovative agreement for 5% of the bank.

Akbank (Turkey) – Led legal team and played key leadership role overall in negotiating the $3 billion purchase of 20% stake in a leading Turkish bank, together with various commercial relationships.

HDFC (India) – Together with Citi M&A head, led negotiations for multi-billion dollar investment in a leading Indian mortgage business and bank holding company.

Citi Asset Management/ Legg Mason Brokerage and Investment Bank (U.S.) – Led legal team in negotiating $5 billion sale of Citi’s asset management business to Legg Mason and acquisition by Citi of Legg Mason’s retail brokerage and investment banking businesses. Complex set of transactions included proxy solicitation process with over 200 separate mutual funds and resale of the Legg Mason investment bank to a third-party buyer.

Travelers Life and Annuity (U.S.) – Led negotiations and legal team on $11.5 billion sale of Travelers Life and Annuity to Met Life. Transaction included complex multi-country distribution agreement.

Credicard (Brazil) – Led negotiations to separate and restructure three-way credit card joint venture among Citi, Banco Itau and Unibanco.

KorAm Bank (South Korea) – Led negotiations and advised on offering activities in Citi’s $2.7 billion acquisition of Koram bank, including private purchase of Carlyle’s 36% stake and Korean and global tender offers for remaining publicly held shares.

Knight Derivative Markets – Led legal team and developed alternative asset deal structure to address regulatory concerns regarding seller of Knight Options platform.

Golden State Bank – Led legal team and all contract negotiations in Citi’s $5 billion acquisition of Golden State Bank (CalFed) from Ron Perelman and Jerry Ford.

Banamex – Led legal team and all contract negotiations in Citi’s historic $12.5 billion acquisition of Banamex. Met with Mexican Central Bank to address currency impact of the transaction; navigated U.S. and Mexican regulatory approvals and SEC review of offering documents enabling an accelerated closing, listing of Citigroup shares in Mexico, and tender for publicly held shares for mixed stock and cash consideration. Addressed impacts on Avantel, Banamex’ telecom joint venture with MCI.

European-American Bank – Led legal team in Citi’s $1.95 billion acquisition of New York area bank, EAB, from ABN-AMRO.

Associates First Capital – Led legal M&A team in $32 billion public merger with large consumer finance company.

Fubon (Taiwan) – Led legal team and contract negotiations in Citi’s $900 MM investment in five financial services companies under Fubon holding company.

“Stress Tests” – Helped lead all disclosure and communications efforts associated with the Supervisory Capital Assessment Program as well as project leader on exchange offer transactions designed to address SCAP results.

$58 Billion Preferred for Common Exchange Offers –Project leadership and direct negotiation with private investors and key government officials on series of exchange offer transactions designed to increase Citi’s Tier 1 Common Equity in the wake of the financial crisis:

  • Exchange of a common equivalent “interim security” for $12.5 billion of convertible preferred stock with sovereign wealth funds and other private investors.
  • Exchange of $19 billion of common stock for preferred stock held by public investors.
  • Exchange of “interim securities” for up to $25 billion of preferred stock held by the U.S. Treasury and the FDIC.

$301 Billion Asset “Ring Fence” Arrangement with the U.S. Government –Project leadership and direct negotiation with key government officials re:

  • Intricate loss sharing arrangement on $301 billion in assets with NY Federal Reserve, U.S. Treasury and FDIC.
  • Guarantee arrangements with Treasury and FDIC.
  • Complex non-recourse loan from the NY Fed.
  • Issuance of $7 billion of preferred, plus warrants, to Treasury and the FDIC in consideration for the asset “Ring Fence” in January 2009.

$45 billion in TARP Investments – October 2008/January 2009
Led negotiations on multiple TARP investments:

  • $25 billion preferred investment, plus warrants, by Treasury in October 2008; led coordinated efforts with several other large banks receiving TARP investments.
  • $20 billion preferred investment by Treasury, plus warrants, in late December 2008.

$20 billion in Private Capital Raising Activities – Late 2007/January 2008
Led negotiations with Sovereign Wealth Funds and other investors participating in Citi’s capital raising transactions, including, Government of Singapore Investment Corporation, Abu Dhabi Investment Authority and Kuwait Investment Authority:

  • Structured several types of capital securities, negotiated simultaneously with multiple parties and evaluated and resolved bank regulatory and Exon-Florio/CFIUS considerations.
  • Briefed Senate Banking Committee staff and House Financial Services Subcommittee staff on investments.