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:

Public and Private M&A

• Advance, a founder and major shareholder of Discovery, in the $150 billion Reverse Morris Trust transaction that will combine AT&T’s WarnerMedia business with Discovery
• Amazon in its:
  • $1.7 billion acquisition of iRobot
  • $3.9 billion acquisition of One Medical
• Bioverativ Inc. in its $11.6 billion acquisition by Sanofi
• Burger King Worldwide Inc., as tax counsel, in its $11.4 billion acquisition of Tim Hortons Inc., a Canada-based multinational fast casual restaurant, involving the implementation of an innovative tax structure designed by the Paul, Weiss team. This was an innovate cross border merger of leading QSR’s, structured in a tax-efficient manner for both companies and the BK shareholders, using an UP-C structure
• The special committee of the board of directors of CBS in its merger with Viacom to form a combined media company with an initial enterprise value of more than $40 billion
• Continental Grain Company in its joint venture with Cargill to acquire Sanderson Farms for a total equity value of $4.53 billion
• General Electric in the:
  • more than $30 billion combination of its jet leasing unit, GE Capital Aviation Services (GECAS), with AerCap Holdings
  • $21.4 billion sale of its biopharma business to Danaher
  • reorganization through spin-offs into separate publicly traded aviation, healthcare and energy companies
• IBM in its $34 billion acquisition of Red Hat
• Honeywell in its spin-off of Garrett Motion Inc., Honeywell's former Transportation Systems business
• MGM in its $8.45 billion sale to Amazon
• Nuance Communications in its $19.7 billion sale to Microsoft 
• Qualcomm:
  • alongside SSW Partners, in its $4.5 billion topping bid for Veoneer. As part of the transaction, Veoneer terminated its prior agreement with Magna International
  • in its successful defense against a $142 billion hostile takeover offer from Broadco
  • in its proposed $47 billion acquisition of NXP Semiconductors

Private Equity

• Apollo Global Management in its $11 billion merger with Athene
• Funds affiliated with Apollo Global Management in a variety of transactions, including in their:
  • $5 billion acquisition of Verizon Media
  • $1.55 billion investment in Athene
  • $2.7 billion acquisition of Shutterfly
• Berkshire Partners in a variety of transactions, including in:
  • its acquisition of a majority stake in Harvey Performance Company, a Massachusetts-based designer and manufacturer of specialized cutting tools for precision machining applications, from Summit Partners
  • its investment in Mielle Organics, an Indiana-based natural hair care and beauty brand
  • its acquisition of FoodChain ID, an Illinois-based food-safety and food-quality products and services business, from Paine Schwartz Partners, a California-based private equity firm
  • its investment in Kendra Scott Design, Inc., a Texas-based fashion accessories brand
• Brookfield Asset Management, Inc., a Canada-based asset management firm, and Simon Property Group, an Indiana-based retail real estate ownership, management and development company, in their acquisition of certain assets of J. C. Penney Company, Inc., in connection with J.C. Penney’s chapter 11 case
• Caisse de dépôt et placement du Québec in a variety of transactions, including in:
  • its investment in Allied Universal, a Pennsylvania-based security services provider, valuing Allied Universal at more than $7 billion
  • the approximately $6.7 billion acquisition of Sedgwick, a Tennessee-based provider of technology-enabled risk, benefits and integrated business solutions, by funds Carlye Group, CDPQ and Stone Point Capital from KKR
  • its $4.3 billion joint acquisition, with KKR, of USI Insurance Services, a New York-based insurance brokerage and consulting firm, from Onex Corporation, a Canada-based private equity firm, and its affiliates
• General Atlantic in a variety of transactions, including its investments in Articulate Global, CareMetx, Chess.com, Comprehensive Educational Services, Equality Health, Sierra Space, Talos and Vegamour
• Global Infrastructure Partners in its $15 billion acquisition (together with KKR) of CyrusOne
• KPS Capital Partners in a variety of transactions, including:
  • its $1.8 billion acquisition of Howden from Colfax Corporation
  • in the $3.4 billion sale of DexKo to Brookfield Business Partners
  • its acquisition of the fitness business of Brunswick Corporation, including the Life Fitness brand and related intellectual property
  • its acquisition of TaylorMade Golf Company, a manufacturer of high performance golf equipment and golf balls, from adidas AG and its subsequent sale to Centroid Investment Partners
  • American & Efird, a portfolio company of KPS Capital Partners, in its acquisition by Platinum Equity Capital Partners
• Oak Hill Advisors in its $4.2 billion sale to T. Rowe Price Group
• Oak Hill Capital Partners in a variety of transactions, including:
  • in its $1.43 billion acquisition of Berlin Packaging, a leading supplier of rigid packaging products and services in North America, from Investcorp
  • in its $1.48 billion sale of its controlling interest in The Hillman Companies, a hardware and home improvement manufacturer and service provider, to affiliates of CCMP Capital Advisors
  • GI Partners and Wave’s management team in the $2.365 billion sale of Wave Broadband, a Washington-based provider of fiber and broadband services, to RCN Telecom Services, LLC, a New Jersey-based nationwide broadband service provider controlled by TPG
• Roark Capital Group in a variety of transactions, including:
  • in its acquisition of Mathnasium, a California-based franchisor and operator of math learning centers
  • in its $1.553 billion acquisition of the ServiceMaster Brands businesses from ServiceMaster Global Holdings, Inc., a Tennessee-based provider of services to residential and commercial customers in the termite, pest control, health-based cleaning and restoration markets
  • ServiceMaster Brands, a Georgia-based provider of residential and commercial cleaning, restoration and moving services and a portfolio company of Roark Capital, in its acquisition of TWO MEN AND A TRUCK/International, Inc., a Michigan-based franchised moving company
  • Inspire Brands, a Georgia-based multi-brand restaurant owner and an affiliate of Roark Capital Group, in its $11.3 billion acquisition of Dunkin’ Brands Group, Inc., the Massachusetts-based parent company of Dunkin’ and Baskin-Robbins
  • Driven Brands, a North Carolina-based automotive franchise company engaged in providing aftermarket services and a portfolio company of Roark Capital, in its acquisition of International Car Wash Group, a United Kingdom-based car wash company; and in its acquisition of All Star Glass, a California-based auto glass repair company

Restructurings 

• Various stakeholders, including companies, sponsors and creditors, in both in-court and out-of-court restructurings for companies such as Bumble Bee Foods, Charter Communications, Claire’s, Cumulus Media, Diamond Offshore Drilling, Exide Technologies, Hexion Holdings, Hi-Crush, Intelsat, Jack Cooper Ventures, LBI Media, The McClatchy Company, Pacific Drilling, Pattern Energy, Revlon and Templar Energy, among others.

Capital Markets

• Various companies in their initial public offerings, including ADT, CLEAR Secure, Driven Brands, European Wax Center, HireRight Holdings, Latham Group, Rackspace, Rocket Companies, Sun Country Airlines and Virtu Financial, among others.