EXPERIENCE

Brian’s representative M&A clients have included:

• Crown Castle in the combined $8.5 billion sale of its small cells business to EQT Active Core Infrastructure fund and the sale of its fiber solutions business to Zayo Group Holdings
• ZT Systems in its $4.9 billion stock and cash sale to Advanced Micro Devices
• Enstar Group in its $5.1 billion sale to Sixth Street and other institutional investors
• Casey’s General Stores in its $1.145 billion acquisition of Fikes Wholesale
• WestRock in its $20 billion combination with Smurfit Kappa, creating Smurfit WestRock
• AbbVie in its up to $212.5 million acquisition of Landos Biopharma
• Endeavor Energy Resources in its $26 billion merger with Diamondback Energy
• Inhibrx in the $2.2 billion sale of INBRX-101 to Sanofi and the related spin-off of Inhibrx Biosciences
• Amedisys in its $3.3 billion combination with Optum
• Albireo in its sale to Ipsen
• Clearlake Capital Group in a consortium deal to acquire Chelsea Football Club
• World Wrestling Entertainment in its agreement with Endeavor Group Holdings to merge WWE with UFC to form a new publicly listed company with an enterprise value of $21.4 billion
• Chevron in
  • its $60 billion acquisition of Hess
  • its $7.6 billion acquisition of PDC Energy
• 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
• Aptiv in:
  • the separation of its Electrical Distribution Systems business to create two separate publicly traded companies
  • its $4.3 billion acquisition of Wind River from TPG Capital
• General Electric in the spin-offs of GE Healthcare and GE Vernova and the launch of GE Aerospace
• Oak Hill Capital in its agreement to invest in and partner with U.S. Oral Surgery Management
• Advance in the $150 billion Reverse Morris Trust transaction that combined AT&T’s WarnerMedia business with Discovery
• Algoma Steel in its combination with Legato Merger Corp
• MGM in its $8.45 billion sale to Amazon
• The special committee of the board of directors of QAD in its $2 billion sale to Thoma Bravo
• The special committee of the board of directors of Madison Square Garden Entertainment in the spin-off of its traditional live entertainment businesses, to create a new publicly traded company known as Sphere Entertainment
• ZeniMax Media in its $7.5 billion acquisition by Microsoft
• Dassault Systèmes in its acquisition of Medidata Solutions in an all-cash transaction at a price of $92.25 per share of Medidata, for an enterprise value of $5.8 billion
• The Hershey Company in its $1.6 billion acquisition of Amplify Snack Brands
• Pfizer in:
  • the tax aspects of its consumer health care joint venture with GlaxoSmithKline
  • its terminated $160 billion combination with Allergan
  • its $11.9 billion divestiture of its infant nutrition business to Nestlé and its integration of Wyeth
• ExxonMobil in a joint venture with Saudi Basic Industries for their Gulf Coast Growth Ventures project
• Worldpay in a $43 billion merger with FIS
• Vantiv in its $12 billion acquisition of Worldpay
• Noble Energy in its $3.2 billion acquisition of Clayton Williams Energy
• NorthStar Asset Management Group in its merger of equals with Colony Capital and NorthStar Realty Finance
• ONEOK in:
  • the spin-off of its natural gas local distribution company
  • its acquisition of the publicly traded common units of ONEOK Partners
• Goldman Sachs in the sale of its 49% stake in the YES Network to News Corp.

Brian's major representative restructuring matters have included:

• Diamond Sports Group in its successful chapter 11 cases filed in the Bankruptcy Court for the Southern District of Texas
• An ad hoc group of unsecured noteholders of Service King, a national operator of auto body collision repair facilities, in connection with the Company’s recapitalization
• Atlas Resource Partners in its prepackaged plan of bankruptcy, one of the first chapter 11 reorganizations of a master limited partnership
• Triangle USA Petroleum in its chapter 11 reorganization
• CIT Group in its prepackaged plan of bankruptcy

Brian has written extensively about IRS and tax-related issues for leading legal publications. Most recently, Brian authored a published article about the tax treatment of the assumption of liabilities, which was presented at the 76th annual tax conference hosted by the University of Chicago Law School. He is co-chair of the Committee on Bankruptcy and Losses and a member of the Executive Committee of the Tax Section of the New York State Bar Association, a member of the Private Investment Fund Tax Forum and a Fellow of the American Bar Foundation.

Brian has an active pro bono practice; he has been honored several times with the Legal Aid Society’s Pro Bono Publico award for his work with LAS’s Low Income Tax Clinic.