Identifying obscure but potentially costly tax issues is a skill. Solving them in the context of our client’s goals is an art, and one that Paul, Weiss practices at the highest level. Working closely with the Corporate and Bankruptcy Departments, our tax lawyers help clients solve problems, avoid pitfalls and uncover hidden value in all types of transactions.

Representative Engagements

The Paul, Weiss Tax Department brings diverse experience to each tax transaction. As generalists, our lawyers develop innovative solutions to our clients' requests involving: mergers and acquisitions, spin-off transactions, partnerships and joint ventures, investment funds, cross-border and international, finance and real estate. Representative matters include:

AbitibiBowater (now Resolute Forest Products) in the company's complex U.S. and Canadian bankruptcy filings involving the restructuring of more than $8 billion of pre-petition indebtedness.

An ad hoc committee of bondholders in Charter Communications on the successful completion of the company's reorganization and emergence from chapter 11 protection.

Agrium in its unsolicited offer to acquire CF Industries Holdings.

Automatic Data Processing (ADP), a leading provider of HR, payroll and benefits administration services, in its acquisition of privately held Workscape, Inc., a leading provider of integrated benefits and compensation solutions and services. We also advised ADP in its acquisition of The Cobalt Group, the leading provider of digital marketing solutions to automotive manufacturers and dealers in North America.

British Telecom in the formation, and later the dissolution of, Concert, a multibillion dollar, cross-border telecommunications joint venture with AT&T. The extensive set of transactions drew upon our expertise in dealing with the peculiar tax issues presented by international telecommunications transactions involving cable, wireless and satellite communications.

Citigroup in its sale of Nikko Cordial Securities, Nikko Asset Management and Nikko Citi Trust in three separate transactions.

Endeavor Talent Agency in its merger with William Morris Agency.

General Atlantic, together with Kohlberg Kravis Roberts & Co., in the acquisition of 100 percent of TASC from Northrop Grumman Corporation for $1.65 billion. We also advised General Atlantic LLC, and an investor group, in connection with the purchase for $1 billion of a sound national bank from Bank of America N.A., and, separately, in the acquisition from private owners of a business that owns and operates data center, structured as a "real estate investment trust."

Houghton Mifflin Harcourt Publishing in its historic agreement on a $650 million recapitalization that strengthens the company's balance sheet, significantly reduces its debt and provides for substantial new equity investment and greater liquidity for growth.

The Lightstone Group in the acquisition by Simon Property Group, Inc., of the outlet shopping center business of Prime Outlets Acquisition Company, a portfolio company of The Lightstone Group. The transaction is valued at approximately $2.3 billion and includes the assumption of Prime Outlets' existing indebtedness and preferred stock. Prime Outlets is a leading owner, manager, operator and developer of outlet centers in the U.S. and its portfolio includes 22 high quality outlet centers located in major metropolitan markets and popular tourist destinations.

New Dawn Satellite in the ground-breaking New Dawn satellite project financing.

Oak Hill Capital Partners in a cash transaction for a total enterprise value of $1.075 billion, which includes assumption of debt. The transaction includes all 257 Duane Reade stores located in the New York City metropolitan area, as well as the corporate office and two distribution centers. We also represented Oak Hill Capital Partners in its separate acquisitions of ViaWest, Inc. and The Hillman Companies, Inc.

R3 in its formation through a spin-out of 75 former Lehman Brothers Holdings professionals.

Religare Enterprises in its acquisition of a majority stake in the management company of Northgate Capital, a leading global private equity and venture capital firm with principal offices in the San Francisco Bay Area and London. Northgate Capital manages a series of venture capital and private equity funds, providing preferred access to high-quality underlying fund and direct investment opportunities with some of the world's highly respected private equity and venture capital managers. Northgate manages approximately $3 billion for over 400 distinguished institutional and high net worth families and individuals. Terms of the transaction were not disclosed.

Shanghai Shendi Group, the PRC state-owned enterprise, in its joint venture contract with The Walt Disney Company to build its first mainland China theme park. Shanghai Shendi Group is a new company set by the Shanghai government and Paul, Weiss acted as its international counsel in its proposed cooperation with Disney in developing a Disney theme park in Shanghai, China. The Shanghai Disney theme park will be the first world-class and Disney branded resort encompassing Chinese and Shanghai characteristics in China. The joint venture, ten years in the making, still needs approval from the relevant government agencies. It is a massively complicated transaction, and Paul, Weiss has been involved from the beginning.

Time Warner on the spin-off of Time Warner Cable.

Viacom in its split-up into CBS and Viacom.

The Weinstein Company, in connection with their organization, which has become the vehicle for the founders of Miramax. We also represented The Weinstein Company in its securitization of future film royalties.


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