Amie ColwellBreslow

Of Counsel

Washington + 1.202.879.3727

Amie Colwell Breslow practices across a broad range of U.S. federal tax matters, including cross-border mergers, acquisitions, spin-offs, and other divisive strategies and restructurings. Combining her policy and transactional backgrounds, Amie advises clients on certain specialized tax issues, such as blockchain and digital currency including conducting digital currency transactions and conversions, token offerings, and different investment and entity structures. She has extensive experience working with large multinational companies on managing and executing complex, multi-step reorganizations and divestures, developing workable policies at an industry-wide level in response to global economic policy initiatives and changes in foreign tax and corporate law. As a former in-house tax counsel and attorney at the IRS Office of Associate Chief Counsel (Corporate), Amie blends substantive tax knowledge with an understanding of corporate objectives and first-hand insights on the guidance and publications process.

Prior to joining Jones Day, Amie was a Senior Tax Counsel at General Electric in the Corporate Transactions group. Prior to joining GE, she served in the Office Associate Chief Counsel (Corporate), where she worked on published guidance, controversy matters, private letter rulings, and tax policy matters concerning corporate and international tax transactions and issues.

Amie is a member of the ABA Sections of International Law and Tax Section (Corporate [officer] and Foreign Activities of U.S. Taxpayers [FAUST] [chair] Committees). She is a frequent speaker at ABA, GW/IRS Conference, DC Bar, Federal Bar, International Tax Institute, and Tax Executive Institute on a multitude of transaction topics including cross-border 304 transactions, PTEP (previously taxed earnings and profits), BEAT (base erosion and anti-abuse tax), M&A, and digital currency.

Experience

  • Armor sells stake in ARMOR-IIMAK to AstorgJones Day advised EN5, controlling shareholders of the Armor group, on the management buyout of Armor Iimak group and the simultaneous 40% investment by Astorg Midcap in the Armor Iimak group.
  • LendingTree invests in EarnUpJones Day advised LendingTree, Inc. in the $31 million Series C financing round of EarnUp, a San Francisco-based Fintech company offering payment and data solutions for the mortgage industry.
  • Monster Beverage acquires CANarchyJones Day advised Monster Beverage Corporation in the $330 million acquisition of CANarchy Craft Brewery Collective LLC, a craft beer and hard seltzer company.
  • Cleveland-Cliffs acquires Ferrous Processing and Trading Company for $775 millionJones Day advised Cleveland-Cliffs Inc. in the $775 million acquisition of Ferrous Processing and Trading Company (FPT), including certain related entities.
  • Signature Aviation purchases Vail Valley Jet Center FBOJones Day advised Signature Aviation Ltd. in the acquisition of Vail Valley Jet Center, the fixed-base operator (“FBO”) at Eagle County Regional Airport (Airport code: EGE) in Gypsum, Colorado, serving the Vail Valley.
  • ARMOR USA acquires industrial segment of International Imaging Materials, Inc.Jones Day represented Armor SAS and ARMOR USA, Inc., a French-based company that specializes in the industrial formulation of inks and the coating of thin layers onto thin films, in the acquisition and financing of International Imaging Materials, Inc. ("IIMAK"), a global developer and manufacturer of value-added consumable solutions for industrial applications.
  • Signature Aviation sells Global Engine Services business to StandardAero for $230 millionJones Day advised Signature Aviation plc, a market-leading provider of global aviation support services, in the $230 million sale of the Engine Repair and Overhaul (ERO) business to StandardAero, a portfolio company owned by The Carlyle Group and a leading provider of maintenance, repair, and overhaul services.
  • Uniphore raises capital in Series D roundJones Day represented Uniphore Technologies Inc., a conversational AI platform providing automation, analytics, assistant and security services, in its issuance of Series D Preferred Stock, which was led by Sorenson Capital Partners.
  • Uniphore acquires Emotion Research Labs, S.L.Jones Day represented Uniphore Technologies Inc., an early leader in Conversational Service Automation (CSA), in its acquisition of Emotion Research Labs, S.L., a leading software developer that uses AI and machine learning, to identify emotion and engagement levels in real-time over video-based interactions.
  • Cleveland-Cliffs acquires ArcelorMittal USA for approximately $1.4 billionJones Day advised Cleveland-Cliffs Inc. in connection with the acquisition and financing of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • JTC acquires NES Financial for up to $116 millionJones Day advised JTC PLC in the acquisition of NES Financial, a technology-enabled provider of specialist fund administration and treasury services recognized on the San Francisco Business Times top Bay Area fintech list, for up to $116 million.
  • Cleveland-Cliffs completes $555.2 million Secured Notes offeringJones Day represented Cleveland-Cliffs Inc., one of the largest vertically integrated producers of differentiated iron ore and steel in North America, in connection with an offering of an additional $555.2 million aggregate principal amount of 9.875% Senior Secured Notes due 2025 and the repurchase and cancellation of $736.4 million aggregate principal amount of outstanding Senior Notes.
  • Cleveland-Cliffs completes $400 million Senior Secured Notes offeringJones Day represented Cleveland-Cliffs Inc., one of the largest vertically integrated producers of differentiated iron ore and steel in North America, in connection with an offering of $400 million aggregate principal amount of 9.875% Senior Secured Notes due 2025
  • Cleveland-Cliffs completes offers to exchange 6.375% Senior Notes and 7.00% Senior Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. (“Cliffs”), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with its offers to exchange any and all 6.375% Senior Notes due 2025 and 7.00% Senior Notes due 2027 issued by AK Steel Corporation for the same aggregate principal amount of new notes issued by Cliffs’.
  • Cleveland-Cliffs acquires AK Steel in $1.1 billion stock swapJones Day advised Cleveland-Cliffs Inc. (NYSE: CLF) in its merger with AK Steel Holding Corporation (NYSE: AKS) pursuant to which Cliffs acquired all of the issued and outstanding shares of AK Steel common stock.
  • Cleveland-Cliffs completes offers to purchase for cash 7.625% Senior Notes and 7.50% Senior Secured Notes issued by AK Steel CorporationJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in its offers to purchase for cash any and all outstanding 7.625% Senior Notes due 2021 and 7.50% Senior Secured Notes due 2023 issued by AK Steel Corporation in connection with Cliffs’ acquisition of AK Steel Holding Corporation.
  • BBA Aviation sells Ontic for $1.365 billionJones Day advised BBA Aviation plc ("BBA") in the sale of its Ontic business to an investment fund affiliated with CVC Capital Partners for $1.365 billion.
  • Arsenal Capital Partners acquires Seal for Life Industries from Berry Global Group Inc. for $328 millionJones Day advised Arsenal Capital Partners on the $328 million acquisition of Seal for Life Industries from Berry Global Group Inc.
  • The following represents experience acquired prior to joining Jones Day.

    Represented General Electric Company as lead tax counsel in numerous transactions, including: the tax-free, split-off of Synchrony Financial valued at approximately $21 billion and the $1.65 billion acquisition of LM Wind Power.

    Executed multiple restructurings including the carve-out of various GE Oil & Gas assets in furtherance of the joint venture with Baker Hughes and the separation of various GE Company industrial and GE Capital financial assets and subsequent disposition of certain GE Financial assets that resulted in GE Capital becoming the first financial institution to shed its designation as systemically important to the financial system and the integration of Alstom Power and Grid into GE Power.

    Speaking Engagements

    • March 4, 2022
      Domestic Corporate | Cross-Border M&A Developments
    • February 1, 2022
      Digital Assets – More than Just a Bitcoin Craze: Part I.
    • January 31, 2022
      Splits, Spins, Restructure or Do We Belong Together – M&A Current Developments Panel
    • October 25, 2021
      Current Issues and Trends in U.S. Outbound Taxation — Transactional Issues in an Uncertain Legislative Environment, TEIs 76th Annual Conference
    • June 21, 2021
      Cryptocurrency and Digital Transactions Tax Issues, 13th Annual U.S. and Latin America Tax Trends Conference
    • March 5, 2021
      International Tax Developments (Outbound) — Recently issued guidance applicable to PFICs, Federal Bar Association, Section on Taxation, 45th Annual Tax Law Conference
    • March 4, 2021
      Section 245A Update — Effect on US Shareholders in Cross-Chain Stock Sales, Federal Bar Association, Section on Taxation, 45th Annual Tax Law Conference
    • October 20, 2020
      The Final BEAT Regulations, International Tax Institute, Inc.
    • July 2, 2020
      Current Events Panel: Oh! The Places Your Attributes Will Go - Cross-Border 304s, 2020 Virtual Annual Meeting
    • May 6, 2020
      Revisiting the BEAT, American Bar Association
    • January 30, 2020
      Foreign Lawyers Forum and US Activities of Foreigners & Tax Treaties Joint Session, 2020 Midyear Tax Meeting, American Bar Association "Section 59A - BEAT Final Regulations"
    • January 23, 2020
      Corporate Taxation: Mergers and Acquisitions Update, 2020 Tax Legislative and Regulatory Update Conference "Cross-Border 304, PTEP, and Basis Issues"
    • December 19, 2019
      Panelist, Repatriation (PTI/245A)"Cross-Border 304, Section 245A, Basis, and PTEP Issues", 33rd Annual Institute on Current Issues in International Taxation, GW/IRS Conference
    • October 3-4, 2019
      Cross Border Partnership Theory and Panoply of Hot Topics: Section 168(k) Regulations, Where M&A and Section 245A Meet, Section 355 - No-Income-No Problem!, Cloud Regulations, and Other Current Developments!, 2019 Fall Tax Meeting, American Bar Association
    • July 24, 2019
      Corporate Mergers, Acquisitions, and Dispositions, TEI Federal Tax Course – Level 2: Reorganizations and Spin-Offs

    Speaking Engagements Prior to Jones Day

    American Bar Association, "Section 59A BEAT Proposed Regulations" January 18, 2019 New Orleans, LA

    American Bar Association, Repatriation of Foreign Earnings: Real or Imagined, Voluntary or Otherwise. October 5, 2018 Fall Meeting Atlanta, GA

    American Bar Association, "Mere Change": The New Final Section 368(a)(1)(F) Regulations", Mid-Year Meeting January 29, 2016 Los Angeles, CA

    DC Bar "Recent Developments Concerning Section 355" Washington DC, February 12, 2013

    American Bar Association, "Section 267(f) Final Regulations" May Meeting, May 2012