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. 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, and advising clients on token offerings and entity structures. As a former in-house tax counsel and attorney at the 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 member of PwC's Global Structuring & Execution team and previously Senior Tax Counsel at General Electric in the Corporate Transactions group. Prior to GE, Amie served in the Office of Associate Chief Counsel (Corporate) at the IRS, where she worked on published guidance, controversy matters, technical advice memoranda, private letter rulings, and other tax policy matters concerning corporate and international tax transactions and issues.

Amie is a member of the American Bar Association Section of International Law and Tax Section (Corporate Tax Committee and Foreign Activities of U.S. Taxpayers [FAUST] Committee, vice chair). She frequently speaks on tax-related subjects, including section 245A, cross-border 304 transactions, and PTEP, BEAT, and M&A, including section 355 transactions, and repatriation, at the ABA, GW/IRS Conference, DC Bar, Federal Bar, International Tax Institute, and the Tax Executives Institute (TEI).

Experience

  • Signature Aviation to sell Global Engine Services business to StandardAero for $230 millionJones Day is advising 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 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.
  • Speaking Engagements

    • 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


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