S&C’s U.K. office focuses on:
- mergers and acquisitions,
- corporate restructuring,
- offshore mutual funds,
- real estate financings,
- project finance, and
SELECTED REPRESENTATIONSSullivan & Cromwell’s U.K. Tax team provides bespoke advice on a number of areas, such as employee benefits, tax-based structured finance and funds. The team also has considerable experience in mergers and acquisitions, corporate finance transactions and tax controversies.
Recent highlights of the U.K. Tax Group’s work include representing:
- Towergate senior secured creditors, on tax matters in connection with Towergate’s restructuring, which involved a pre-pack administration and scheme of arrangement and led to a 60% reduction in Towergate’s net debt.
- Ferrari N.V., on U.K. tax aspects of its $893.1 million SEC-registered IPO (a spin-off from its parent company, Fiat Chrysler Automobiles N.V.) and NYSE listing, and the group restructuring that preceded it.
- Fiat Chrysler Finance Europe, in relation to an ongoing EU state aid investigation regarding Luxembourg tax.
- ING Groep, on tax matters relating to its issuance of Additional Tier 1 securities.
- Rhône Capital, on tax aspects relating to its acquisition of CSM N.V.’s bakery supplies business.
- Teva Pharmaceutical Industries Ltd., on U.K. tax aspects relating to its definitive agreement with Allergan plc to acquire Allergan Generics in a transaction valued at $40.5 billion.
- Alcatel-Lucent, on all aspects under French and U.S. law, including tax matters, in connection with its memorandum of understanding with Nokia under which Nokia has made an offer for all of the equity securities issued by Alcatel-Lucent, through a public exchange offer in France and in the United States, in an all share transaction valuing Alcatel-Lucent at €15.6 billion.
- APG Asset Management N.V., Arcus Infrastructure Partners LLP, Brookfield Infrastructure Group and Public Sector Pension Investment Board, on tax aspects of its agreement to acquire 100% of TDF’s business in France, based on an enterprise value of approximately $4.4 billion.
- Concordia Healthcare Corp., in conjunction with Cinven, and certain funds managed by it and certain other persons, on U.K. tax aspects of its definitive agreement with Cinven, and certain funds managed by it and certain other persons, to acquire Amdipharm Mercury Limited for approximately $3.5 billion.
- Goldman Sachs Merchant Banking Division, on its £2 billion joint venture with Wellcome Trust and Greystar to consolidate their student housing brands into Vero Group, a student accommodation provider with 23,500 beds and 54 sites located throughout the UK.
- Fiat Chrysler Automobiles, on the terms, documentation and tax aspects of the cross-border merger and redomiciliation of Fiat Chrysler Group’s holding company into the Netherlands and the United Kingdom, and on the subsequent listing on the New York Stock Exchange and the Mercato Telematico Azionario organized by the Borsa Italiana.
- Entra, on tax aspects of its NOK 6 billion (approximately $900 million) initial public offering and listing on the Oslo Stock Exchange, making it the largest Norwegian IPO in 2014.
- MediaMath, a U.S. company that provides technology and support for digital marketing, on tax matters relating to its acquisition of Tactads, a company that develops technology to power more- effective advertising on the Internet.
- Credit Suisse, on its agreements to purchase Morgan Stanley’s private wealth management businesses in Europe, the Middle East and Africa, excluding Switzerland. The transfer of the business is structured as an asset sale and took place via staggered closings. The businesses being acquired have more than $13 billion in assets under management and are based in the United Kingdom, Italy and Dubai.
A number of tax issues had to be resolved, in particular U.K. and non-U.K. value-added tax issues on the asset sale.
- Fiat Industrial, on its final-stage merger agreement with CNH Global to combine the business of the two companies. Fiat Industrial purchased the remaining shares it does not already own in CNH and re-domiciled to the United Kingdom. The estimated value of the deal is €1.078 billion.
- Goldman Sachs and its affiliates, on a sale and purchase agreement with respect to 64 percent of the shares in its wholly owned subsidiary, Rothesay Holdco U.K., to funds managed or advised by affiliates of The Blackstone Group, GIC Private and Massachusetts Mutual Life Insurance. Blackstone and GIC have each acquired 28.5 percent of the shares in Rothesay, with Massachusetts Mutual acquiring a 7 percent holding. Goldman Sachs retains a 36 percent stake in Rothesay.
S&C advised on certain tax aspects of restructuring the target group; the tax aspects of the sale and purchase documentation and employee incentive arrangements put in place at closing.
- Eastman Kodak, in connection with its Chapter 11 bankruptcy and the process leading to its emergence from bankruptcy in September 2013. A key part of that process involved dealing with the major outstanding underfunding issues relating to the Kodak U.K. pension fund, KPP. After extensive negotiation, involving the relevant regulatory authorities, it was agreed that these would be settled in part by selling to the pension fund an existing business (the DI and P1 business) of the Kodak Group.
Given the regulatory complexity and sensitivity involved, detailed attention had to be given to a number of matters, notably: maximizing employer tax relief for contributions to KPP made by Kodak in the United Kingdom as sponsoring employer, avoiding triggering inadvertent tax charges in the U.K. group when outstanding liabilities to KPP were compromised, and ensuring that the process for the business sale did not trigger any of the special tax charges that can apply to regulated pension funds and their sponsoring employers when they enter into dealings with each other.