Elizabeth A.Dengler

Associate

Boston + 1.617.449.6802

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Elizabeth Dengler counsels clients on the tax aspects of a variety of complex transactions, including domestic and cross-border acquisitions, restructurings, and financings. Additionally, she advises clients on tax planning, structuring, and compliance. Her practice focuses on U.S. federal and international taxation.

Prior to joining Jones Day, Elizabeth served as a judicial law clerk on the United States Court of Appeals for the Sixth Circuit. Throughout her academic career, Elizabeth served as a graduate research assistant for highly regarded tax scholars at The Ohio State University and at Northwestern University.

Experience

  • TopBuild attempts to acquire Specialty Products & InsulationJones Day advised TopBuild Corp. (NSYE: BLD) in its attempted acquisition of Specialty Products & Insulation from private equity firm Incline Equity Partners in an all-cash transaction valued at $960 million.
  • Valmet acquires process gas chromatography business of Siemens AGJones Day advised Valmet Oyj in the €102.5 million acquisition of the process gas chromatography business of Siemens AG.
  • FirstEnergy sells $3.5 billion transmission stake to BrookfieldJones Day advised FirstEnergy Corp. in the $3.5 billion sale of an additional 30.0% equity stake in its subsidiary FirstEnergy Transmission (“FET”), the holding company for FirstEnergy’s three regulated electric transmission businesses, to North American Transmission Company II L.P., FirstEnergy’s existing joint venture partner in FET and a controlled investment vehicle entity of Brookfield Infrastructure Partners.
  • Wabtec obtains $225 million term loan facilityJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”), a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial industries, in connection with its $225 million investment-grade term loan facility.
  • Wabtec completes $500 million public offering of Senior NotesJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”), a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial industries, in connection with its underwritten public offering of $500 million of 5.611% Senior Notes due 2034.
  • J.F. Lehman & Company acquires Mission MicrowaveJones Day advised J.F. Lehman & Company in the acquisition and financing of all of the outstanding membership interests of Mission Microwave Technologies, LLC, a revolutionary designer of radio frequency and microwave electronics supporting ground-based, airborne and space-based applications.
  • Diebold Nixdorf obtains $200 million super-priority senior secured revolving credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic subsidiaries in obtaining a $200 million super-priority senior secured revolving credit facility.
  • Kinzie Capital acquires Arctic IndustriesJones Day represented Kinzie Capital Partners LP, a Chicago-based private equity firm, in the acquisition and financing of Arctic Industries, a leading manufacturer of commercial grade walk-in coolers and freezers.
  • NEP Group sells SOS Global to Rock-it CargoJones Day advised NEP Group in its sale of SOS Global (SOS) to Rock-it Cargo, the global leader in end-to-end logistics for live events and high net worth goods.
  • Koch Equity invests $400 million in CPM HoldingsJones Day is advising Koch Equity Development LLC in connection with its $400 million strategic equity investment in CPM Holdings, Inc., a leading global supplier of engineered process equipment for animal feed, oilseed processing, extrusion, and thermal processing markets.
  • Spark Networks obtains $110 million senior secured credit facility upon emergence from first-ever cross-border restructuring proceeding under German StaRUG, and recognized by U.S. chapter 15Jones Day represented Spark Networks SE (“Spark”), a Germany-based leading social dating platform, operating worldwide, together with Spark Networks, Inc. and Zoosk Inc., as co-borrowers, in connection with an amended $110 million secured credit facility provided by a U.S.-based private credit fund as part of Spark's emergence from a long-term forbearance and the first-ever cross-border restructuring proceeding under German StaRUG, where such proceeding was recognized under chapter 15 of the U.S. Bankruptcy Code.
  • Spark Networks' German StaRUG plan confirmed in first-ever cross-border restructuring under German StaRUG and U.S. chapter 15Jones Day is representing Spark Networks SE in the first-ever cross-border restructuring under the recently enacted German restructuring law ("StaRUG") and chapter 15 of the U.S. Bankruptcy Code involving over $100 million of funded debt issued by a U.S.-based credit fund and guaranteed by other German and U.S. entities.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • VSE Corporation partners with The Loar Group to acquire Desser AerospaceJones Day advised VSE Corporation (NASDAQ: VSEC) ("VSE") in its acquisition (the "Acquisition") of Desser Aerospace ("Desser") for a purchase price of $124 million.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • Evoqua merges with Xylem in $7.5 billion all-stock transactionJones Day advised Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • Jefferies finalizes $680 million exit credit facilities in connection with acquisition of Forma Brands and its emergence from Chapter 11 bankruptcyJones Day represented Jefferies Finance LLC, as administrative agent and collateral agent, and as the borrowers' controlling equity interest owner, in connection with two bankruptcy exit credit facilities, including a $300 million term loan and a $30 million revolving credit facility provided to Forma Brands, LLC (f.k.a. FB Acquisition LLC), and a $350 million term loan provided to Beauty Brands Acquisition LLC (an indirect parent company of Forma Brands, LLC), each made in connection with the acquisition of the company's assets by Jefferies and other creditors, and the emergence of the company from Chapter 11 Bankruptcy.
  • Metropolitan Edison Company completes $425 million Senior Notes offeringJones Day represented Metropolitan Edison Company, an electric public utility subsidiary of FirstEnergy Corp., in connection with its Rule 144A and Regulation S offering of $425 million aggregate principal amount of 5.200% Senior Notes due 2028.
  • Mid-Atlantic Interstate Transmission, LLC completes $175 million private placement of Senior NotesJones Day represented Mid-Atlantic Interstate Transmission, LLC, a transmission-only subsidiary of FirstEnergy Transmission, LLC, which is a majority-owned subsidiary of FirstEnergy Corp., a diversified energy holding company, in connection with its private placement of $175 million aggregate principal amount of its 5.39% Senior Notes due 2033.
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