Transactional Tax

• Roger, an industry leader in bulk agriculture commodity trucking technology and logistics, in an acquisition by Ever.Ag, a provider of AgTech software solutions and risk management services to agricultural supply chain customers.
• The National Trust for Local News, a national nonprofit dedicated to preserving and providing long-term sustainability for local news sources, in its asset purchase of The Portland Press Herald and four other daily and 17 weekly newspapers from Masthead Maine.
• Spokane Urology, P.S., a 10-physician urology practice, in its asset sale to Solaris Health Holdings, LLC.
• Westrock Coffee Company (Nasdaq: WEST), a supplier of widely recognized beverage brands and solutions, in its acquisition of Bixby Roasting Co.
• Zenwork, a leading provider of digital tax compliance and regulatory reporting software, in its $163 million minority equity interest sale to Spectrum Equity.
• Arcane Capital Partners, LLC a private investment firm, in connection with its acquisition of Petroflex North America and Wescon Plastics, both plastics manufacturers.
• An Arkansas-based financial services and payment processing company in connection with its approximately $75 million sale to a private-equity-backed payment processor.
• An investment bank in connection with its $188 million investment in a joint venture holding a portfolio of public-private military housing partnership affiliates.
• Safe Foods Corporation, a global leader in food safety processing providing antimicrobial solutions in food processing plants for customers in the U.S. and internationally, in connection with its sale to Packers Sanitation Services, Inc. Ltd., a leading provider of food safety and contract sanitation services for food processing facilities.
• A Colorado-based specialty bicycle manufacturer, in connection with its majority sale to a private investment firm.
• An institutional hospital with various acquisitions of interest in ambulatory surgery centers.
• A public company with its disposition of its retail subsidiary to a private equity group through the use of a Section 336(e) election.

Tax Structuring

• Lead tax counsel for a privately held software engineering company in connection with its sale to a private equity roll-up strategy and analysis of Section 1202 in connection with such sale.
• Counsel to a New York based specialty dry cleaning service business in connection with a pre-closing “F” reorganization necessary to affect a tax-deferred rollover into a private equity-based portfolio company.
• Tax counsel to a private equity and private investment groups in connection with the acquisition and holding structure of various portfolio companies, including the implementation of “blocker” and parallel fund structures for investors sensitive to the recognition of effectively connected income and/or unrelated business taxable income.
• Advised a real estate investment group with respect to the implementation of an inbound blocker structure and use of a related party loan eligible for reduced withholding under the portfolio interest exception found in Section 871.
• Prepared and provided tax counsel with respect to tax opinions issued in connection with Section 355 spinoffs, capital gains recognition and various reorganizations under Section 368.
• Advised statutory trusts with respect to issuances of debt instruments to investors by the trusts in connection with a loan to be made to foreign sovereign and tax treatment to the holders of the debt instruments.
• Tax counsel to both solar developers and investors in connection with local tax due diligence matters, including state and local income tax matters and property tax due diligence, and structuring acquisitions and dispositions of various solar projects.