M&A Transactions, Diligence, and Structuring
- Lead tax engagement manager on the majority of involved M&A transactions, including primarily buy-side tax due diligence for dozens of acquisitions of publicly traded as well as privately held U.S. and foreign corporations and partnerships, including the following:
- Foreign-based publicly traded utilities, regulated markets, and health care companies
- Numerous companies, including health care, manufacturers, financial services, and technology companies, and those in Fortune 50 and Fortune 500
- Both major home improvement retail chains
- Several large franchisors, in industries such as restaurant, retail, and transportation
- Several publicly traded telecommunications, entertainment, energy, materials, and media companies
- Lead tax counsel in negotiating, structuring, and documenting numerous merger and acquisition transactions, including a recent $770 million acquisition of the second largest producer of steel in the United States and a Fortune 150 company; also planned and executed post-acquisition restructuring. The transactions involved numerous Section 338(h)(10) elections, Section 754 elections, mergers, and liquidations.
- Served as sell-side counsel for a privately held telecommunications company preparing to sell to a private equity fund ($600 million).
- Led tax diligence and assisted in structuring and documenting a $600 million purchase of a diversified steel products fabricator, including the post-acquisition cross-border Cash D reorganization.
- Planned and documented the pre-IPO restructuring of holding companies for a large distributor of consumer goods.
- Led tax diligence in the acquisition of a UK-based operator of global emission markets by a publicly traded U.S.-based operator of regulated currency and commodities exchanges and trading platforms. Identified significant weaknesses and tax exposures throughout the target’s international operations that had not been identified by the target’s tax advisors, including a failure to identify a previous ownership change resulting in a substantial Section 382 limitation, failure to file Form 5471, and other issues. This diligence resulted in significant purchase price adjustments and other concessions.
- Led tax diligence in the merger of two publicly traded telecommunications companies. Identified weaknesses in prior Section 382 studies, which resulted in a significant purchase price adjustment favorable to the client.
- Led tax diligence in the purchase of a transport and sanitation company by a private equity client. Identified the failure of a qualified stock purchase regarding the prior Section 338(h)(10) election by the target, resulting in the cancellation of the acquisition by the client. The prior acquisition structure was drafted by a major law firm, and signed off on by its private equity client, sellers, and sellers’ counsel.
- Acted as lead contact for an extensive U.S. structuring and acquisition engagement for the second largest electricity producer in Germany; the project involved numerous transactions and continuous counseling for several months.
Opinions and Technical Memoranda
- Drafted a “should” level opinion and related technical memoranda regarding the tax-free qualification of complex restructuring steps of U.S. subsidiaries of a publicly traded Swiss health care company.
- Drafted a technical memorandum evaluating the federal tax aspects of a complex consolidating and restructuring plan implemented by a major soft drink company, which included split-offs, mergers, LLC conversions, special dividends, and other issues.
- Prepared a technical memorandum supporting a position for a network television broadcaster to amend previous returns in order to deduct interest related to convertible debt. The client had taken the previous position that such interest was disallowed due to Section 163(l), under advice from a Big 4 firm.
- Drafted a technical memorandum addressing certain tax aspects of the merger of two large publicly traded airlines, regarding post-merger liquidations, upstream mergers, and LLC conversions.
- Drafted multiple opinions at a “should” level of confidence regarding the qualification of certain government payments as non-shareholder contributions to capital under Section 118.
- Drafted an opinion on the complex reorganization of a large publicly traded REIT, involving taxable and nontaxable mergers, liquidations, and contributions.
- Drafted an opinion for a major publicly traded retailer regarding the tax consequences of proceeds acquired in an acquisition-related legal settlement and distributed to shareholders.
- Prepared a technical memorandum to support an automotive supplier’s tax-free Section 355 spin-off of its medical device subsidiary, focusing on business purpose.
Tax Attribute Studies
- Performed Section 382 studies of several public and private companies in the following industries: health care, pharmaceuticals, construction (residential and commercial), telecommunications, media/entertainment, retail, and others.
- Performed a post-reorganization earnings and profits study of a privately held pediatric services company provider.
- Performed stock basis studies of industrial and automotive products companies, as well as a large public publisher.
- Prepared a detailed cancellation of indebtedness and related attribute reduction models for several large public companies experiencing bankruptcy, including a large commercial U.S. airline, a U.S. auto manufacturer, a large Canadian publisher, and others.