$30 Million Private Offering and Controlling Interest Acquisition in Franchisor
Represented a group of investors in a $30 million private offering and acquisition of a controlling interest in a leading U.S. dog daycare franchisor. Handled investment documentation for private offering by buyer entity, operative documents for the acquisition, and conduct of due diligence.
Energy Tax Credits for Solar Project
Advised client on energy tax credits for solar project. Provided advice on the acceptable use of funds, operational requirements, and how to qualify the project for federal energy tax credits.
Dismissal of $1 Million+ Tax Dispute with IRS
Secured dismissal in IRS Tax Court of a long-standing dispute regarding characterization of investment in a series of medical facilities as passive income. The client, a physician, potentially would have owed in excess of $1 million. The Court dismissed the matter on all counts.
Multimillion-Dollar Sale of Family Pharmacy
Represented a family pharmacy that specialized in compounding, human fertility drugs and hormone replacement therapy. The buyer's tax structure required us to complete a tax-free reorganization of the client's business prior to closing. The transaction also involved complicated tax and dividend issues regarding the majority shareholder's redemption of shares in the holding company that owned the pharmacy prior to closing.
IRS Notice Contested for Online Payments Client
Successfully contested a notice of deficiency from the Internal Revenue Service for an online payments provider. The notice stated the client owed taxes and penalties in excess of $1 million.
Because the client often holds money in escrow for its clients and then disburses the funds, the IRS misinterpreted that money as actual income. We submitted a letter to the IRS notifying them of their error and began preparing a Tax Court petition. In the end, the IRS responded and ultimately closed the case with no additional tax liability.
$400 Million Recapitalization
Represented client in a recapitalization transaction. The matter included the client's holding company and all of its affiliates.
Representation of Major Consumer Products Company
Represents a major manufacturer of consumer products in relations with its distributors.
$258.4 Million Bond Financing
Served as co-bond counsel in the issuance of $258.4 million of tax-exempt bonds to fund airport construction and refinance existing debt. The refinancing was expected to result in major savings over the term of the bonds.
$46.6 Million Bond Financing for University
Served as bond counsel in a $46,690,000 bond financing for a university, in which the bonds were issued to refinance the university's educational facilities.