About
Jay Cosel is a tax Counsel based in our New York office. He represents clients on a wide range of US and international tax matters, with a particular emphasis on mergers and acquisitions, spin-offs and other divestitures, corporate and partnership restructurings, joint ventures and investments by foreign investors in the United States.
Additional Information
- Beazley plc on its acquisition of kWh Analytics.
- Brazilian paper and pulp producer, Suzano, on its pending $3.4bn international tissue joint venture with Kimberly-Clark.
- Ashtead Group plc on its proposed redomiciliation to the US and primary listing on the New York Stock Exchange.
- Capella Space Corp. on its sale to IonQ, Inc.
- AST SpaceMobile on its pending acquisition of spectrum usage rights from, and related collaboration arrangements with, Ligado Networks and joint venture with Vodafone.
- Ascen on its sale to Lifted.
- Prysmian on its $950m acquisition of Channell Commercial Corporation.
- Google on its pending acquisition of Wiz for $32bn.
- BASF on the sale of its coatings business to Carlyle for an enterprise value of €7.7bn.
- Reliance Industries on its $8.5bn joint venture with its affiliate Viacom 18 Media and The Walt Disney Company to combine Viacom18 and Star India.
- American Express Global Business Travel on its:
- $5.3bn de-SPAC business combination with Apollo Strategic Growth Capital.
- pending $570m acquisition of CWT.
- acquisition of Egencia from Expedia Group.
- NCR Corporation on its tax-free spin-off of its ATM business, NCR Atleos, from its digital commerce business, NCR Voyix.
- Kelso & Company on its:
- acquisition and subsequent sale of Physicians Endoscopy.
- acquisition of Refresh Mental Health from Lindsay Goldberg, and on its subsequent sale of Refresh Mental Health to Optum, a division of UnitedHealthcare.
- Grab Holdings on its $40bn merger with Altimeter Growth Corp. As a result of the merger, Grab became a Nasdaq-listed company in the largest-ever de-SPAC transaction globally and the largest-ever U.S. equity offering by a Southeast Asian company, with PIPE proceeds of $4.04bn.
- HeidelbergCement AG on its partnership with Thoma Bravo and the acquisition of a 45% stake in Command Alkon, a company specializing in cloud-based supply chain technology solutions for heavy building materials, from Thoma Bravo at an implied pre-money valuation of the business of $1.7bn.
- TKO Group Holdings, Inc.’s special committee of the board of directors in connection with its pending $3.25bn acquisition of Professional Bull Riders, IMG and On Location Events from Endeavor Group Holdings, Inc., TKO’s controlling stockholder.
- Tamko Building Products in connection with an investment by The Carlyle Group.
- Funds advised by Apax Partners on their acquisitions of:
- ECI Software Solutions and the North American business of Exact Group B.V. and its subsequent sale to affiliates of private equity firm Leonard Green & Partners.
- Nulo, a producer and distributor of premium pet food products.
- Ecolab in the tax-free spin-off of its upstream energy business and its $4.4bn combination with Apergy.
- Adevinta ASA on its $9.2bn acquisition of eBay Classifieds Group from eBay.
- ZeniMax Media on its $7.5bn acquisition by Microsoft.
- Walmart on its sale of an 80% stake of Walmart Brazil to Advent International.
- Citigroup on the sale of its consumer banking business in Argentina to Banco Santander Rio S.A.; sale of its institutional prepaid card services to Wirecard AG; $220m sale of its consumer banking business in Brazil to Itaú Unibanco Holding; and $685m sale of its fixed income analytics and index businesses to London Stock Exchange Group.
- Oneok, on its $9.3bn acquisition of the remaining stake in Oneok Partners that it did not already own.
- Five Point Capital Partners on its formation of a joint venture with Matador Resources Company to own, operate and expand natural gas, crude oil and produced water midstream assets in the Delaware Basin.
- Baxter International in connection with Baxalta Inc.’s $32bn combination with Shire plc.
- Pittsburgh Corning Corporation on its $560m acquisition by Owens Corning.
- A company backed by Permira Funds on its $1.5bn sale of Intelligrated to Honeywell International.
- Permira Funds on its $336m acquisition of a majority stake in John Masters Organics.
- Deutsche Bank AG in its sale of Deutsche Bank S.A. to Banco Comafi; and the sale of its Mexican banking and securities units to Investa Bank, S.A., Institución de Banca Múltiple.
Jay Cosel
Counsel
New York Office
3 World Trade Center
175 Greenwich Street, 51st Floor
New York 10007