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Acquisitions, Divestitures & Joint Ventures

Our Tax attorneys work closely with our corporate group to best serve our clients on a variety of complex domestic, cross-border and international M&A, and other business combination and joint venture transactions. We represent our clients in public and private transactions and in joint ventures in a wide variety of industries. We structure transactions in the most tax-efficient ways, including advising on and structuring tax-free reorganizations and tax-free rollovers.

Experience Highlights

  • Kongsberg Gruppen ASA in its $350 million sale of Hydroid Inc., a leading supplier of small and autonomous underwater vessels, to Huntington Ingalls Industries.

  • Pfizer in its joint creation with Bain Capital of Cerevel Therapeutics LLP, a new biopharmaceutical company focused on developing drug candidates to treat disorders of the central nervous system.

  • Pharmachem Laboratories, a leading provider of quality ingredients to the global health and wellness industries and high-value differentiated products to fragrance and flavor houses, in its $660 million sale to Ashland, a global leader in providing specialty chemical solutions to customers in a wide range of consumer and industrial markets.

  • Resolute Energy Corporation, an independent oil and gas company, in its $1.6 billion merger with Cimarex Energy Co.

  • Onex Corporation in various acquisitions and dispositions, including in the sale of USI, a registered broker-dealer, to an affiliate of KKR & Co. LP and Caisse de dépôt et placement du Québec for an enterprise value of $4.3 billion.

  • First American International Corporation in providing tax advice and tax opinions for its sale to RBB Bancorp Inc. (RBB), parent of Royal Business Bank. The merger consideration consisted of cash and RBB stock, and the transaction was structured as a tax-free reorganization for US federal income tax purposes.

  • An affiliate of DC Capital Partners Management LP in its acquisition of Janus Global Operations, a global logistics and stability operations contractor.

  • Ivanhoé Cambridge, the real estate subsidiary of leading Canadian investment fund manager Caisse de dépôt et placement du Québec, in its co-investment agreement with private equity firm TPG Capital regarding their joint acquisition from international investment company Arcapita of warehouse operator PointPark Properties (P3) PLC for approximately $1 billion.

  • Novartis in its acquisition of Massachusetts-based clinical stage biotechnology company Admune Therapeutics in order to broaden its immuno-oncology pipeline.

  • Gulf Coast Asphalt Company in the sale of both its Mobile, Alabama marine terminalling facility—a 1.2 million barrel facility that handles asphalt, crude oil, heavy fuel oil, and methanol—and its Saraland, Alabama rail transloading facility, which transfers heavy crude oil and specialty products from railcars to terminals, to Arc Terminals LP.