Andrew M.Eisenberg

Partner

Washington + 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

  • PolyOne acquires Clariant color and additive masterbatch business for $1.5 billionJones Day advised PolyOne Corporation in the $1.5 billion purchase of Clariant’s global color and additive masterbatch business.
  • Meridian Adhesives Group acquires adhesives division of John P. KummerJones Day represented Meridian Adhesives Group, a portfolio company of Arsenal Capital Partners, in the acquisition of the adhesives division of John P. Kummer GmbH, AG and Ltd (JPK).
  • NVIDIA acquires Mellanox Technologies for approximately $7 billionJones Day advised 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.
  • 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
  • Synaptics divests LCD TDDI business to Hua Capital for $139.4 millionJones Day advised Synaptics Incorporated in its $139.4 million divestiture of its Asia-based mobile LCD TDDI Business to an affiliate of Hua Capital.
  • OMNOVA acquired by Synthomer plc for $824 millionJones Day advised OMNOVA Solutions Inc. in its $824 million acquisition by Synthomer plc, a United Kingdom-based specialty chemical company.
  • 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.
  • Cleveland-Cliffs issues $725 million of 6.75% Senior Secured NotesJones Day represented Cleveland-Cliffs Inc. ("Cliffs"), a large vertically integrated producer of differentiated iron ore and steel in North America, in connection with an offering of $725 million aggregate principal amount of 6.75% Senior Secured Notes due 2026.
  • OmniMax to sell Euramax Coated Products to ParcomJones Day is advising OmniMax International, Inc. in the sale of its Euramax Coated Products Business, a provider of aluminum coil coating services to the architectural products, recreational vehicles, and transportation markets, to Parcom Capital.
  • Smith & Nephew acquires Tusker Medical, Inc.Jones Day advised Smith & Nephew plc, the global medical technology company, in the acquisition of Tusker Medical, Inc., the developer of the Tula System, an in-office solution for tympanostomy tubes (commonly known as ear tubes).
  • Seal for Life acquires Flame Control Coatings, Highland International, LifeLast, and US CoatingsJones Day advised Arsenal Capital Partners ("ACP") on the four acquisitions by portfolio company Seal for Life of Flame Control Coatings, Highland International, LifeLast, and US Coatings, manufacturers of protective coating technologies.
  • Newell Brands sells The United States Playing Card Company to Cartamundi GroupJones Day advised 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.
  • Bad Boy receives investment from The Sterling GroupJones Day advised Bad Boy, Inc., a leading manufacturer of high-performance zero-turn riding lawn mowers, in its cash and stock sale to The Sterling Group.
  • Verint Systems announces intent to separate into two independent companiesJones Day is advising Verint® Systems Inc. ("Verint") in connection with its announced intent to separate Verint into two independent companies: one of which will consist of its customer engagement business, and one of which will consist of its cyber intelligence business.
  • SunPower completes $169.6 million public offering of Common StockJones Day represented SunPower Corporation, a solar products and services company, in connection with the $169.6 million underwritten public offering of 22,000,000 shares of Common Stock.
  • SunPower announces sponsored spin-off of solar panel production operationsJones Day is advising SunPower Corporation (NASDAQ: SPWR), one of North America's largest solar-panel makers, in a sponsored spin-off of its solar panel production operations into a new public company – Maxeon Solar Technologies – which will be headquartered in Singapore.
  • 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.
  • 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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