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Tax - Business & Financial Transactions

Contact

Nora E. Burke
Partner, New York
T: +1.212.858.1275
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Areas of Focus

Pillsbury provides strategic tax counsel to businesses across industries and throughout their life cycles, helping clients minimize their tax exposure when structuring and negotiating business transactions and relationships.

Our tax lawyers work closely with lawyers throughout the firm to ensure that our clients receive timely and effective tax advice. We offer guidance on one-time transactions and events, such as acquisitions and divestitures, as well as on frequently arising transactions that are the lifeblood of our clients’ business operations. Combining decades of experience and deep technical knowledge, we offer cost-effective advice and cutting-edge solutions that limit tax exposure in all types of transactions and advantageously position our clients in an extremely complex tax environment.

With highly skilled practitioners throughout the U.S. and around the globe, Pillsbury’s tax team regularly offers guidance to clients on the federal, state, local and international tax implications of mergers, acquisitions, financings, capital markets offerings, complex partnerships, joint venture arrangements, private investment funds and real estate investments (including REITs), and business and debt restructurings. Our clients come from diverse industries including banking, financial services, energy, media, technology, public utility, transportation, manufacturing, food and beverage, biotechnology, life sciences, real estate, mining and construction.

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We advise on tax issues regarding:

  • Mergers & Acquisitions
    • Pillsbury’s transactional tax lawyers work side-by-side with corporate lawyers and have extensive experience with mergers and acquisitions, divestitures, joint ventures and tax-free reorganizations, advising on multibillion-dollar strategic mergers, exits for growth-stage companies and complex portfolio transactions for private equity firms. We structure and document tax-efficient capital structures for corporations, partnerships, LLCs and other entities and arrangements, calling on our state and local tax attorneys, when needed.
  • Securities Offerings
    • We advise on inbound and outbound public and private debt, equity, convertibles and hybrid securities offerings and on securitization of offbeat assets such as aircraft engines and pharmaceutical royalties. We advise a broad range of clients on matters including international and U.S. issuers, money-center and regional underwriters, placement agents and solicitation agents in consent and proxy solicitations, and we have served as designated underwriters’ and issuers’ counsel for more than $26.4 billion in offerings since 2014.
  • Finance
    • Pillsbury’s tax lawyers collaborate with finance lawyers, advising international and domestic borrowers and lenders and arrangers on complex bank financings, transportation finance, project finance, import-export and trade finance, real estate lending and equipment finance. We have extensive experience with entity classification in connection with financings and complex withholding tax and income tax treaty interpretation relating to cross-border financings.
  • Restructuring
    • Our tax lawyers often advise on the tax implications of restructurings such as spinoffs, split-offs and internal restructurings, including Morris Trust and monetization strategies. We also provide guidance to creditors and debtors in workouts and chapter 11 proceedings, including advice on debt restructurings, and we have significant experience in acquisitions out of bankruptcy and managing the tax attributes of troubled companies.
  • Real Estate Investments & Like-Kind Exchanges
    • Pillsbury is known for its extensive experience and knowledge of real estate transactions and structures. We handle formation, debt and equity financing and operation of partnerships, LLCs and REITs, including UPREITs and DownREITs, involving domestic and foreign investors. Our lawyers have planned and executed in excess of $2 billion in tax-deferred like-kind exchanges.
  • Private Investment Funds
    • We handle the structuring, formation, maintenance and operation of domestic and foreign investment partnerships and other tax-efficient vehicles including venture, private equity, real estate and hedge funds, and have extensive experience with the new partnership audit rules, general partner planning and carried interests. Our lawyers provide innovative tax solutions and tax regulatory advice to investment management industry participants.

Representative Experience

  • Provided extensive tax planning advice to NTT DATA International (TSE) in its $3.055 billion Dell Inc.’s IT services division acquisition. Deal involved both stock and asset acquisitions across dozens of jurisdictions.
  • Assisted Morgan Stanley & Co., LLC in structuring dozens of cross-border investments in royalty streams for pharmaceutical companies, universities, hedge funds and other participants.
  • Assisted European central bank in creating good bank/bad bank structure for major European bank’s loan portfolio in response to the financial crisis, including negotiating agreement with the IRS regarding arrangement’s tax classification.

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  • Mergers & Acquisitions
    • Represented Amazon as special tax counsel regarding its $970 million acquisition of Twitch, a video platform for video games. This was Amazon’s largest acquisition to date.
    • Acted for Financial Engines Inc. in its $560 million acquisition of The Mutual Fund Store, one of the fastest-growing investment advisory businesses in the U.S.
    • Acted for Atlas Copco AB in its $1.6 billion purchase of Edwards Group Limited, a leading global supplier of vacuum and abatement solutions.
    • Provided guidance to Global Cash Access Inc., a provider of integrated casino cash solutions, in its $1.2 billion acquisition of Multimedia Games, a slot machine company.
    • Represented Jollibee Foods Corporation, a publicly-traded multinational restaurant operator of more than ten brands with over 5,500 stores worldwide, in its multi-stage acquisition of Smashburger, a U.S. better burger chain, for over $200 million.
    • Advised Tony’s Fine Foods, a Sacramento-based food distribution company, in its $195 million sale of all outstanding stock to United Natural Foods Inc.
    • Represented Cervalis Holdings LLC in its $400 million sale to CyrusOne Inc., a global enterprise data center.
  • Securitizations & Security Offerings
    • Represented Consumers Energy Company in its $378 million securitization financing for “stranded costs” and other intangible costs of electric utilities.
    • Advised Capital Automotive regarding a securitization transaction supported by real estate subject to triple net leases.
    • Regularly acted as designated underwriters’ counsel for offerings by public energy companies in excess of $8.8 billion since 2014.
    • Represented multiple publicly traded REITs in connection with offerings of debt, preferred equity and common equity in excess of $4.3 billion since 2013.
    • Advised Morgan Stanley & Co, LLC in a royalty monetization by Theravance, Inc., a publicly traded biotechnology company, of its rights to royalties from global net sales of certain products.
    • Regularly acted as designated underwriter’s counsel for offerings by public energy companies in excess of $8.8 billion since 2014.
    • Acted as underwriters’ counsel in the $400 million offering of senior notes by Principal Financial Group Inc.
    • Represented CA Inc. in its $400 million offering of senior notes.
    • Represented Textron Inc. in its $600 million offering of notes and in two separate $350 million offerings of notes.
    • Represented Amphenol Corp. in its $750 million offering of senior notes.
    • Represented Sinclair Television Group, Inc. in its $550 million offering of senior notes.
  • Finance
    • Advised Turkish Airlines in U.S. Ex-Im Bank-supported Japanese yen-denominated financing of a new Boeing 777-300ER aircraft. Reported as first yen-denominated French tax lease supported by U.S. Ex-Im.
    • Represented Natixis, as liquidity provider and/or depositary, in string of issuances of Enhanced Equipment Trust Certificates (EETC) by international airlines for which we received “Latin America Deal of the Year” recognition.
    • Acted for Credit Agricole Corporate and Investment Bank on the $360 million cross-border portfolio financing for nine aircraft leased to Delta. Borrower Guggenheim Aviation Partners.
    • Counseled renewable energy developer on coordinated cross-border development and ownership structuring of 15 solar electric energy-generating projects in Puerto Rico.
    • Advised BNP Paribas and Goldman Sachs in AIM Aviation Finance Limited’s $667 million debt issuance. Awarded DVB Bank’s debut securitization “European Deal of the Year.”
    • Acted for BNP Paribas and a global bank syndicate in the Incline Aviation $390 million warehouse facility for acquisition by this new BBAM-managed fund of several aircraft.
    • Advised Aircastle Limited regarding establishment of aircraft leasing joint venture and warehouse facility with IBJ Leasing Co., Ltd., a Japanese general leasing company that is part of Mizuho Financial Group.
    • Counseled Kroll Bond Rating Agency in a series of rated-debt instruments backed by aviation assets.
  • Restructuring
    • Advised Fresh & Easy Neighborhood Market, through numerous tax/structuring issues pre-bankruptcy, tax issues related to bankruptcy, asset sale out of bankruptcy, and restructuring under a new owner.
    • Assisted AREVA NP SAS in its internal restructuring and acquisition by EDF of a €2.5 billion majority stake in AREVA’s nuclear reactor business.
    • Advised Berger Group Holdings Inc. in an innovative restructuring and recapitalization involving third-party debt and equity investment and a significant stake for management.
    • Advised VCLF Land Trust Inc., a tax-exempt organization, in its acquisition of Patriot Coal assets and assumption of land reclamation obligations, including environmental and workers’ compensation liabilities, in a bankruptcy reorganization.
    • Represented a market-leading resort/spa group in connection with its recapitalization and restructuring.
  • Real Estate Investments & Like Kind Exchanges
    • Represented a joint venture between a Chinese property group and a Chinese investment fund in the acquisition of a 760,000-square-foot technology office park in Burlingame, Calif.
    • Assisted a Chinese entity negotiating a master joint venture agreement with a U.S. real estate developer to identify and develop U.S. commercial real estate projects.
    • Represented the Rockefeller Group as regular REIT tax counsel.
    • Represented a joint venture between a Canadian pension fund and U.S. real estate developers on the $2 billion redevelopment of the Southwest Waterfront (The Wharf) in Washington, DC.
    • Counseled a publicly traded REIT in connection with a nationwide series of DownREIT transactions.
  • Private Investment Funds
    • Represented Asia Alternatives in connection with their fund formation activities.
    • Advised Crescent Real Estate Equities Co. and affiliates in connection with the formation of Redtail Capital Partners L.P., a $100 million mezzanine fund.
    • Counseled several timber funds in connection with formation issues involving foreign investors.
    • Assisted fund manager in connection with formation of venture capital funds that invest opportunistically in technology and other sectors.
    • Represented international hotel group in connection with formation of a fund that invests globally in real estate and hospitality properties.
    • Represented Co=Creation=Capital in connection with formation of a fund that invests in “cool technologies”.
    • Advised IC Berkeley in connection with the formation of IC Berkeley Partners III L.P., a fund that invests in U.S. industrial properties.
    • Represented a prominent real estate company in connection with the formation, financing and operation of its fourth institutional fund.

Practice Area Highlights

  • International Tax Review, Impact Deal of the Year, Clearlake Capital / Chelsea FC (2023).

  • Received “Tax Lease Deal of the Year” recognition from Airfinance Journal for the Turkish Airlines’ U.S. Ex-Im-supported French tax lease.

  • Received top-tier recognition from Chambers USA, The Legal 500 U.S. and U.S. News – Best Lawyers for U.S., federal and state and local tax work.

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  • Recognized by Financial Times as among the 10 most innovative law firms in North America in 2015, for creating an innovative restructuring and recapitalizing solution for privately held Berger Group Holdings.
  • Received American Lawyer’s 2015 “Global Dispute of the Year” Award in the area of Investigations for achievements in guiding multiple Swiss banks through the DOJ’s Swiss Bank Program.
  • Achieved M&A Advisor Deal of the Year recognition in 2015 for the firm’s work for Berger Group Holdings, Inc.
  • Attained both Professional Services (B-to-B) (Over $100 million) Deal of the Year and Restructuring Deal of the Year (Over $100 million to $1 billion) recognition at the 2015 M&A Advisor Awards.

Resources

Presentation

Pillsbury Tax Page - PMSTAX.com

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