EXPERIENCE

Brian’s representative M&A clients have included:

• Clearlake Capital Group in a consortium deal to acquire Chelsea Football Club
• Qualcomm Incorporated, alongside SSW Partners, in its $4.5 billion topping bid for Veoneer, Inc. As part of the transaction, Veoneer terminated its prior agreement with Magna International
• Aptiv in its $4.3 billion acquisition of Wind River from TPG Capital.
• General Electric in its reorganization through spin-offs into separate publicly traded aviation, healthcare and energy companies
• 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 will combine AT&T Inc.’s WarnerMedia business with Discovery, Inc.
• Algoma Steel Inc. 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 Inc. in its $2 billion sale to Thoma Bravo
• ZeniMax Media Inc. in its $7.5 billion acquisition by Microsoft Corporation
• Dassault Systèmes SE in its acquisition of Medidata Solutions, Inc. 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, Inc.
• Pfizer Inc. in:
  • the tax aspects of its consumer health care joint venture with GlaxoSmithKline
  • its terminated $160 billion combination with Allergan plc
  • its $11.9 billion divestiture of its infant nutrition business to Nestlé S.A. and its integration of Wyeth
• ExxonMobil in a joint venture with Saudi Basic Industries Corp. 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, Inc.
• NorthStar Asset Management Group Inc. in its merger of equals with Colony Capital, Inc. and NorthStar Realty Finance Corp.
• Frontier Communications Corp. in its $10.54 billion acquisition of the wireline operations from Verizon Communications Corp. and its $2 billion acquisition of the Connecticut wireline business of AT&T Inc.
• Tumi Holdings, Inc. in its $1.8 billion acquisition by Samsonite International S.A.
• Centene Corp. in its acquisition of Health Net, Inc.
• ONEOK, Inc. in:
  • the spin-off of its natural gas local distribution company
  • its acquisition of the publicly traded common units of ONEOK Partners, L.P.
• Marubeni Corp. in its $2.7 billion acquisition of Gavilon Group LLC
• Goldman Sachs in the sale of its 49% stake in the YES Network to News Corp.

Brian's major representative restructuring matters have included:

• 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, L.P. in its prepackaged plan of bankruptcy, one of the first chapter 11 reorganizations of a master limited partnership
• Triangle USA Petroleum Corp. in its chapter 11 reorganization
• Millennium Health LLC in its prepackaged chapter 11 reorganization whereby Millennium converted in excess of $1.1 billion first lien debt to equity
• CIT Group Inc. in its prepackaged plan of bankruptcy

Brian also has experience advising clients in their initial public offerings, including:

• Fortress Transportation and Infrastructure Investors LLC in its $340 million initial public offering of common shares representing limited liability company interests
• Och-Ziff Capital Management Group LLC (n/k/a Sculptor Capital Management) in connection with its $1.2 billion IPO

Brian is highly ranked in tax by Chambers USA, with sources describing him as “extremely hard-working” and noting that “he has a very good head for all the technical aspects.” In 2020, he was named a “Rising Star” by Law360 and was among Euromoney’s “Rising Stars Americas.”

Brian has written extensively about IRS and tax-related issues for leading legal publications. 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.