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.
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:
- IBM in its $34 billion acquisition of Red Hat.
- General Electric in the $21.4 billion sale of its BioPharma business to Danaher Corporation.
- Bioverativ Inc., a Massachusetts-based biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders, in its $11.6 billion acquisition by Sanofi.
- Honeywell in its spin-off of Garrett Motion Inc., Honeywell's former Transportation Systems business.
- Oak Hill Capital Partners, GI Partners and Wave’s management team in the $2.365 billion sale of Wave Broadband to RCN Telecom Services.
- ADT Inc., a leading provider of monitored security, interactive home and business automation in the U.S. and Canada, in its initial public offering of $1.47 billion of common stock, lead managed by Morgan Stanley, Goldman Sachs, Barclays, Deutsche Bank, RBC, Citigroup, BofA Merrill Lynch and Credit Suisse.
- Cumulus Media Inc., one of the U.S.’s largest owner and operator of AM and FM radio stations, and certain Cumulus affiliates in their chapter 11 cases.
- Funds managed by affiliates of Apollo Global Management, LLC in several high-profile transactions, including:
- in the acquisition of a majority interest in Direct ChassisLink, Inc., a North Carolina-based provider of marine and domestic container chassis and asset management services to the U.S. intermodal industry, from EQT Infrastructure;
- in the acquisition of internet photo products pioneers Shutterfly, Inc. and Snapfish, LLC, with the Shutterfly transaction valued at $2.7 billion;
- in the acquisition of Outerwall Inc., a leading provider of kiosk services such as Redbox entertainment, Coinstar money services and ecoATMelectronic recycling, with senior secured credit facilities; and
- in the acquisition of the Cox Media Group’s radio station portfolio, as well as the CoxReps and Gamut national advertising businesses of Cox Enterprises, Inc., through a new broadcasting company.
- Roark Capital Group, an Atlanta-based private equity firm focused on customer brands and multi-unit businesses, in several significant matters, including:
- in the acquisition of International Car Wash Group, a car wash group with operations across Europe, the U.S. and Australia, from TDR Capital LLP, a London-based private equity firm; and
- in the formation of Roark’s fifth flagship fund, a new commingled private equity fund (Fund V).
- American & Efird, a North Carolina-based manufacturer and distributor of premium quality industrial and consumer sewing thread and a portfolio company of KPS Capital Partners, LP, in its acquisition by Platinum Equity Capital Partners.
- 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.
- Citigroup in its sale of Nikko Cordial Securities, Nikko Asset Management and Nikko Citi Trust in three separate transactions.
- 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 strengthened the company's balance sheet, significantly reduced its debt and provided 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.
- 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.
- Time Warner on the spin-off of Time Warner Cable.
- Viacom in its split-up into CBS and Viacom.