Andrew M.Eisenberg

Partner

(T) + 1.202.879.5576

Andrew Eisenberg has advised clients for the past 25 years on federal income tax issues related to corporate mergers and acquisitions. His practice includes taxable and tax-free stock and asset acquisitions and dispositions, post-acquisition restructurings, incorporation transactions, liquidating and non-liquidating distributions, application of the consolidated return regulations, and general tax consequences of transactions between shareholders and corporations. Andrew protects client interests in the drafting of tax provisions of deal documents. He also has extensive experience practicing before the U.S. Treasury Department and the Internal Revenue Service, including representing clients in the private letter ruling process.

Andrew advised Reynolds American Inc in its $49 billion combination transaction with British American Tobacco, Parker-Hannifin in its $4.3 billion acquisition of CLARCOR, Intersil in its $3.2 billion acquisition of Renesas Electronics, Newell Brands in its $16 billion acquisition of Jarden, and Itron in its $830 million acquisition of Silver Spring Networks.

Prior to joining Jones Day, Andrew was a partner in the national tax office of a Big Four accounting firm and an attorney-advisor in the Office of Associate Chief Counsel (Corporate) of the Internal Revenue Service, where his responsibilities included drafting income tax regulations and other published guidance. Andrew is the lead author of Federal Taxation of Corporations and Shareholders (Wolters Kluwer 2012). He is an adjunct professor of taxation at Georgetown University Law Center and teaches advanced corporate reorganizations. Andrew also speaks frequently on PLI, TEI, and various bar association panels on taxation topics.

Experience

  • HD Supply Holdings to separate into two industry-leading public companiesJones Day is advising HD Supply Holdings, Inc. (NASDAQ: HDS) in its demerger.
  • Modern Media Acquisition completes merger agreement with Akazoo Ltd.Jones Day advised Modern Media Acquisition Corp. ("MMDM"), a special purpose acquisition company, in its business combination with Akazoo Limited, a U.K.- based digital music streaming platform specializing in emerging markets.
  • Educational Testing Service invests $2 million into LearnLaunch-operated, ETS-sponsored accelerator for education start-upsJones Day advised Educational Testing Service in its $2 million investment into a LearnLaunch-operated, ETS-sponsored accelerator for education start-ups.
  • 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.
  • BBA Aviation to sell Ontic for $1.365 billionJones Day is advising BBA Aviation plc ("BBA") in the sale of its Ontic business to an investment fund affiliated with CVC Capital Partners for $1.365 billion.
  • OMNOVA to be acquired by Synthomer plc for $824 millionJones Day is advising OMNOVA Solutions Inc. in its $824 million acquisition by Synthomer plc, a United Kingdom-based specialty chemical company.
  • Cabot sells its Specialty Fluids business to Sinomine (Hong Kong) Rare Metals Resources Co. Limited for $135 millionJones Day advised Cabot Corporation in the sale of its Specialty Fluids Business to Sinomine (Hong Kong) Rare Metals Resources Co. Limited, a wholly owned subsidiary of Sinomine Resource Group Co., Ltd., for $135 million.
  • Newell Brands to sell The United States Playing Card Company to Cartamundi GroupJones Day is advising Newell Brands Inc. in the sale of The United States Playing Card Company ("USPC") to Cartamundi Group, a leading manufacturer and distributor of playing cards and board games.
  • LORD Corporation to be acquired by Parker Hannifin for $3.675 billionJones Day is advising LORD Corporation in its $3.675 billion acquisition by Parker Hannifin Corporation.
  • Invenergy acquires multistate portfolio of renewable energy projectsJones Day represented Invenergy Wind Development LLC in its purchase of a multistate portfolio of development-stage wind and solar energy generation projects.
  • NVIDIA to acquire Mellanox Technologies for $6.9 billionJones Day is advising NVIDIA Corporation in its acquisition of Mellanox Technologies, Ltd., an Israel-based leading supplier of end-to-end InfiniBand and Ethernet interconnect solutions and services for servers and storage.
  • Inside Secure acquires Verimatrix for approximately $145 millionJones Day advised Inside Secure in its all cash acquisition of Verimatrix, Inc. for up to approximately $145 million in cash (including a potential earn-out).
  • Cylance acquired by BlackBerry for $1.4 billionJones Day advised Cylance, an artificial intelligence and cybersecurity leader, in its $1.4 billion acquisition by BlackBerry Limited, plus the assumption of unvested employee incentive awards.
  • SAP acquires Qualtrics for $8 billionJones Day advised SAP in its $8 billion acquisition of Qualtrics International Inc., the global pioneer in the experience management software category.
  • Smith & Nephew acquires Ceterix® Orthopaedics Inc. for up to $105 millionJones Day advised Smith & Nephew in its acquisition of Ceterix® Orthopaedics, Inc., the developer of a unique device that addresses complex meniscal tear patterns, for up to $105 million.
  • Newell Brands sells Pure Fishing to Sycamore Partners for $1.3 billionJones Day advised Newell Brands Inc. in the sale of its Pure Fishing business to Sycamore Partners for approximately $1.3 billion in cash.
  • Oclaro sold to Lumentum for $1.8 billion in cash and stockJones Day advised Oclaro, Inc. in its $1.8 billion acquisition by Lumentum Holdings Inc.
  • Hitachi Vantara acquires REAN CloudJones Day advised Hitachi Vantara in its acquisition of REAN Cloud LLC, a global cloud systems integrator, managed services provider and solutions developer of cloud-native applications across big data, machine learning and emerging internet of things (IoT) spaces.
  • VMware acquires CloudHealth TechnologiesJones Day advised VMware, Inc in its acquisition of CloudHealth Technologies, Inc.
  • Baker Hughes sells natural gas solutions business to First Reserve and Pietro FiorentiniJones Day advised Baker Hughes, a GE company (BHGE), in the sale of its global Natural Gas Solutions (NGS) business to two separate buyers, First Reserve and Pietro Fiorentini.
  • Speaking Engagements

    • October 18-20, 2016
      November 2-4, 2016
      December 7-9, 2016
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016
    • November 17, 2015
      TEI Dallas Chapter Tax Seminar
    • June 22-23, 2015
      Recent Developments in Subchapter C, M&A and Inversions, 2015 TEI Region III Conference
    • March 2015
      BIO Conference on International Taxation in the Biopharmaceutical Industry
    • September 15, 2010
      Mastering Mergers and Acquisitions, NBI Webcast
    • April 12, 2007
      Continuity of Interest Regulations, Tax Management Corporate Tax and Business Planning Review Luncheon
    • August 2006
      Prop. Treas. Reg. sections
      1.368-1(d) and -2(k), Internal Revenue Service and the U.S. Dept. of Treasury
    • April 2006
      Basis Recovery in a Section
      302(d) Redemption, DC Bar Tax Section
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