Corporate

Represented a Canadian corporation and its U.S. subsidiaries in a $1 billion master credit facility from a consortium of Canadian and U.S. lenders.

Represented an ESOP borrower in the refinancing of an $85 million senior, secured-term and revolving debt facility from a syndicate of lenders.

Numerous sales under Section 363 of the US Bankruptcy Code, including the sale of a telecommunications company that was named “Large Transaction of the Year” by the Chicago/Midwest Chapter of the Turnaround Management Association.

Represented food industry client in connection with sale of $80 million of equity interest to a private equity firm. This matter involved the development of a drop-down structure that would allow the parties to address the various tax issues that arose in connection with the private equity company’s request for a tax basis step-up for assets currently held by an S corporation. This matter also involved the negotiation of complex tax allocation provisions in an LLC agreement to reflect various put rights and preferred unit convertibility provisions.

Represented multiple management groups involved in sales of portfolio companies from one private equity firm to another private equity firm, including sales of a leading supplier of mobile storage solutions, a manufacturer of snack products, a manufacturer of coatings for the printing industry and a provider of boiler room products and systems.

Advised significant public company in all aspects of its executive compensation program, including defined benefit and defined contribution supplemental retirement plans, executive health benefits, executive life insurance coverage, including split dollar arrangements and disability coverages.

Advised sellers in stock transaction on various Code Section 280G golden parachute excise tax issues and prepared amendments to the existing incentive compensation plans to comply with Code Section 409A.

Representation of a company in the multi-billion dollar acquisition of an international natural resources, paper and manufacturing company.

Representation of a public medical device manufacturing company in its proposed multi-billion dollar merger of another public medical device and instrument manufacturing company.

Represented the provider of healthcare decision support applications to a NASDAQ-listed provider of health information services, for approximately $60 million cash and stock, resulting from an auction of the company.

Lead antitrust counsel for McKee Food’s acquisition of the Drake’s brand snack cakes from Hostess Brands.

Represented U.S. corporations which were part of an affiliated group in connection with the sale of the stock of several wholly-owned U.S. subsidiaries to a foreign buyer who was forming a U.S. entity for the purchase.  This matter involved the negotiation of the tax indemnities with respect to various consolidated return issues and the analysis of the potential application of Code Section 338(h)(10) and Code Section 336(e) elections in the transaction.

Represented management/minority owners of closely-held company in the healthcare industry in merger of the entity into a publicly-traded REIT. This matter involved the evaluation of various issues under Code Section 280G and the tax consequences of the application of the tax-free corporate reorganization rules to the exchange of vested options and restricted stock.

Represented owners of a closely-held corporation in the manufacturing industry in a $13 million stock sale to U.S. buyer. This matter involved the development of a structure for the tax-free rollover of management-held shares, the review of the tax consequences of the receipt of deferred purchase price in the form of stock of a thinly-traded entity.

Represented publicly-traded company in connection with the consolidation of its U.S. subsidiaries.  This matter involved the analysis and review of alternative consolidation structures to evaluate long-term tax attribution issues related to potential application of various tax-free corporation reorganization structures.

Represented seller in an $110 million sale of all of the assets of a family-owned corporation to a publicly-traded buyer. This matter involved the negotiation of various tax representation provisions, including matters related to tax reserves included in the working capital adjustment.

Represented U.S.-based company in $330 million acquisition of stock in wholly-owned subsidiary of a publicly-traded company in the transportation industry.   This matter involved the negotiation of the tax-oriented provisions of the stock purchase agreement including various tax representations and warranties and the terms of the tax indemnification provisions.

Acted as lead counsel for a Class 1 Railroad in connection with the $380 million acquisition of three railroads and a vessel transportation company.