Cases
Representative Matters: Represented online sportsbook operator Vigtory Inc. as transaction
gaming counsel in its sale to FuboTV Inc. (NYSE:FUBO), a sports-focused streaming television service
this is the first time a media company in the U.S. has fully acquired
will operate a live sportsbook.
Represented DuPont (NYSE: DD), a global innovation leader with technology-based materials, in its $110 million acquisition of Evoqua's Memcor business, which includes ultrafiltration
membrane bio-filtration technologies.
Represented Piramal Group in its acquisition of a drug manufacturing
development facility in Pennsylvania.
Represented a pharmaceutical company developing injectable products to treat allergic reactions in its acquisition by a developer of specialty pharmaceutical products
the transaction included upfront cash consideration, additional milestone payments,
contingent consideration based on product sales.
Represented Perdoceo Education Corporation (NASDAQ: PRDO), a for-profit post-secondary higher education provider, in its $44-45 million acquisition of the assets of Trident University International, a regionally accredited university offering online programs, from private equity firm Summit Partners.
Represented Pennsylvania Machine Works LLC, a leading manufacturer in the forged pressure fitting industry, in connection with the multimillion-dollar sale of all of its outst
ing equity to Wynnchurch Capital Partners.
Represented the Refac Optical Group, a leading provider of vision care products
services, in the sale of one of its subsidiaries, Nationwide Optical Group, Inc., to Clarkson EyeCare Partners, Inc.
Represented iAnthus Capital Holdings, Inc. (CSE: IAN
OTCQX: ITHUF) in its acquisition of CBD For Life, a top-ranked producer of innovative CBD-infused wellness, self-care,
beauty products.
Represented Polder Housewares
its affiliates in the sale of substantially all of their assets to a buyer which is majority owned by entities affiliated with Topspin Partners, a suburban New York-based private equity fund.
Represented Clarion Capital Partners
its portfolio company, HR Outsourcing Holdings, Inc., a professional employer organization based in Atlanta, Georgia, in the acquisition of the outst
ing capital stock of Fortune Financial, Inc., another professional employer organization based in Tampa, Florida, as well as the related financing transaction.
Represented Velicept Therapeutics, a specialty pharmaceutical company, in its acquisition of AltheRx, Inc.
$20 million Series B financing.
Represented Calumet Armature & Electric, LLC, an Illinois-based provider of design, manufacturing, assembly,
repair services of electric motors for the industrial
mass transit markets, in the sale of all its membership interests to a wholly-owned subsidiary of Integrated Electrical Services, Inc. (Nasdaq: IESC).
Represented MELA Sciences, Inc. (NASDAQ:MELA) in its purchase of the XTRAC
VTRAC Dermatology business from PhotoMedex, Inc. for $42.5 million in cash
the assumption of certain business-related liabilities
the related financing with institutional investors consisting of a private placement of $42.5 million aggregate principal amount of senior secured notes
convertible debentures
warrants to purchase 3.0 million shares of common stock.
Represented Sancoa International Company
TubeDec, LLC, family owned affiliated companies that manufacture
supply products to Home & Personal Care customers in North America, in their $71 million sale to CCL Industries, a Canadian public company.
Represented Iroko Pharmaceuticals, a global specialty pharmaceutical company dedicated to advancing the science of responsible pain management, in securing $75 million in debt financing to support general business operations
the commercialization of Iroko's FDA-approved ZORVOLEX (diclofenac), a drug that uses iCeutica Inc.'s proprietary SoluMatrix Fine Particle Technology to both reduce the dosage of active ingredients ingested by the patient
accelerate the dissolution of the drug in the patient.
Represented Guardian Capital Partners in the acquisition of a controlling interest in Kwik Tek Inc. for an undisclosed sum.
Represented a French CAC 40 company in connection with the sale of its wind-to-energy subsidiary for $81 million.
Represented Clarion Capital Partners, a New York private equity firm, in connection with the sale of Strategic Outsourcing, Inc., a human resources outsourcing firm, to TriNet Group, Inc.
Represented Viking International Resources in the sale of its stock
certain assets to two separate buyers. Magnum Hunter Resources Corporation purchased 100% of Viking's stock for $106.7 million
Magnum Hunter Resources preferred stock. GreenHunter Water, LLC purchased one salt water well, along with the stock of two Viking subsidiaries, one of which owned another disposal well, for $2 million in GreenHunter preferred stock.
Represented a major French CAC 40 company as lender
guarantor in connection with a $230 million project syndicated loan to a wind energy project.
Represented a Virginia IT staffing
consulting company in connection with a two-step transaction involving a corporate restructuring in which the company contributed substantial amounts of its assets
liabilities to a Delaware limited liability company, which simultaneously sold its preferred units to a third party investor for $20 million.
Represented acquiring corporations
target corporations (both public
private) in merger transactions. Advised on structuring transactions to qualify for tax-free treatment at the corporate
shareholder level where acquirer stock was the principal consideration. Advised on structuring taxable sale transactions to achieve step-up in asset basis to a buyer (e.g., structuring transactions to qualify for Section 338 elections
other techniques for achieving a basis step-up). Negotiated tax provisions (e.g., tax representations, tax indemnity
control) relevant to transactions.
Advised clients on entity formation, the tax advantages
disadvantages of entity choices (e.g., corporation, partnership, limited liability company)
which entity best served the client's business objectives. Advised on how to maintain favorable tax entity status, such as Subchapter S qualification.
Advised clients on how to simplify their corporate structure
avoid complex consolidated return rules.
Represented clients before the Internal Revenue Service National Office
obtained, on behalf of such clients, favorable ruling on tax-free spinoffs under Section 355 of the Internal Revenue Code.
Advised numerous clients in workout
debt restructuring. From the debtor perspective, advised on how to minimize tax from the income recognized on the cancellation of indebtedness
how to preserve valuable net operating losses. From the creditor perspective, advised on how to maximize tax deductions associated with restructured debt.
Advised a waste disposal company in its tax-free acquisition of the outst
ing stock of another company (valued at about $260 million). Acquirer had a preexisting stock ownership in Target which needed to be considered in choosing a viable acquisition structure. Moreover, Target had substantial net operating losses, which needed to be preserved for future use.
Advised a major manufacturing company in its tax-free acquisition of another manufacturing company (valued at $350 million). The tax structure of the transaction was complicated by the limitation on the amount of cash consideration that could be used by acquirer
by Target's planned sale of a division, constituting thirty percent of the value of its assets.
Advised three steel companies
their shareholders with respect to the tax-free acquisition of the companies by another steel company. the transaction was complicated in that it involved simultaneous mergers of the companies into acquirer. In addition, careful analysis had to be done to ensure capital gain treatment to any shareholder of the companies who received cash.
Advised a chemical company on its tax-free acquisition of another corporation in which it owned a greater than twenty-percent interest. The transaction was complicated in that following the acquisition, Target was liquidated
acquirer transferred some of Target's assets received in the liquidation to a Delaware Limited Liability Company ( LLC ). Drafted ruling applications concerning the liquidation
the LLC formation. The IRS issued favorable rulings on both applications.
Advised a client on the tax consequences of its purchase of the stock of several subsidiaries of an unrelated corporation, including the advantages of a Section 338(h)(10) election.
Advised a venture capital company on its purchase of assets from an unrelated corporation, including the best way to allocate purchase price
account for contingent liabilities assumed in connection with the purchase.
Advised a service corporation on its proposed spin-off of a subsidiary to its shareholders
drafted a ruling application for the spin-off. The IRS issued a favorable ruling on the spin-off.
Advised a domestic corporation on the sale of its indirectly owned foreign manufacturing subsidiary
that subsidiary's operating companies (valued at about $350 million). Numerous tax issues were considered, including whether a Section 338 election should be made
determining the Subpart F income
foreign tax credit consequences. Reduced by $80 million the overall gain on the sale of the subsidiary stock by restructuring the ownership of the subsidiary before negotiations for its sale occurred.
Advised domestic corporations (manufacturing
chemical concerns) on the tax consequences of their transfer of assets to foreign subsidiaries. This involved advising the client on the Section 367 aspects of the outbound transfers, as well as drafting gain recognition agreements.
Advised domestic corporations (manufacturing
food concerns) on the U.S. tax consequences of restructuring their foreign operations. This principally involved avoiding Subpart F income
, to the extent any such income resulted, maximizing the available foreign tax credits that could be used to reduce the overall tax cost of the restructuring. Saved one client $10 million in taxes by creatively using Section 304 rules.
Advised on the structuring of joint ventures entered into by domestic corporations
unrelated foreign corporations. This involved determining the most tax-favored structure (i.e., analyzing whether the joint venture entity would be a partnership or corporation)
ensuring that whichever structure was chosen would be respected for tax purposes. Also analyzed whether a corporation, if used, should be a CFC in order to maximize the domestic-parent corporation's foreign tax credit benefits. In addition, advised on the Section 367 consequences
exit strategies.
Advised a domestic corporation (a financial concern) on the tax consequences of converting its foreign subsidiary corporations into foreign partnerships.
Drafted protests submitted to IRS Appeals involving various Subchapter C issues. One protest addressed the proper tax consequences of a stock redemption. IRS Appeals fully conceded this issue
, as a result of this concession, the client's earnings per share increased by forty percent.
