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

  • Deezer merges with and into I2PO S.A.Jones Day is advising Deezer S.A. in the context of the proposed SPAC transaction whereby Deezer S.A. would be merged with and into I2PO S.A., a French SPAC listed on the professional segment of the regulated market of Euronext Paris and the related PIPE financing.
  • Owens Corning acquires WearDeckJones Day is advising Owens Corning in the acquisition of WearDeck®, a premium producer of composite weather-resistant decking for commercial and residential applications in North America, from JR Plastics Corporation.
  • Ansys, Inc. acquires OnScale, Inc.Jones Day is advising Ansys, Inc. in the acquisition of OnScale, Inc., a cloud simulation provider.
  • Eastman sells adhesives resins business product lines for $1 billionJones Day advised Eastman Chemical Company in the $1 billion sale of its adhesives resins assets and business to Synthomer plc.
  • Arsenal Capital Partners' portfolio company Fenzi Holdings acquires Advanced Glass Technologies business of Johnson Matthey PLCJones Day represented Arsenal Capital Partners' portfolio company, Fenzi Holdings SPV S.p.A., in the acquisition and financing of the Advanced Glass Technologies business of Johnson Matthey PLC, which manufactures advanced glass enamels, precious metal pastes and conductive inks for use in automotive glass and other industry applications.
  • Hookit sells company to Kore SoftwareJones Day advised Hookit in the sale of 100% of Hookit’s stock to KORE Software, a portfolio company of Serent Capital.
  • STERIS sells renal business to EvoquaJones Day advised STERIS in the $196.3 million sale of its Renal Care business to Evoqua Water Technologies, a leading provider of mission-critical water and wastewater treatment solutions.
  • Arsenal Capital Partners' portfolio company acquires Mascoat Ltd. and Verdia, Inc.Jones Day advised Arsenal Capital Partners in the acquisition and financing by portfolio company Seal For Life Industries of Mascoat Ltd. and Verdia, Inc., both privately owned specialty industrial coatings companies.
  • 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.
  • Eastman sells tire additives business product lines to One Rock Capital PartnersJones Day advised Eastman Chemical in the $800 million sale of the rubber additives (including Crystex™ insoluble sulfur and Santoflex™ antidegradants) and other product lines and related assets and technology of the global tire additives business of its Additives & Functional Products segment to an affiliate of One Rock Capital Partners, LLC.
  • Axion BioSystems completes sale of company to Summa EquityJones Day advised Axion BioSystems, Inc., a leading provider of MEA and impedance technology for single-cell analysis, in its sale of the company to Summa Equity.
  • 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.
  • STERIS acquires Cantel Medical for $3.6 billionJones Day advised STERIS plc in its acquisition of Cantel Medical Corp, a global provider of infection prevention products and services primarily to endoscopy and dental customers, for $3.6 billion.
  • Solmax acquires TenCate GeosyntheticsJones Day advised Groupe Solmax Inc. (Solmax), the global leader in the production of high-quality polyethylene geomembranes for industrial and environmental applications, and its shareholders (including institutional investors Caisse de dépot et placement du Québec and Fonds de Solidarité FTQ), in connection with Solmax’s acquisition of TenCate Geosynthetics Holding B.V., a global provider of geosynthetics and industrial fabrics, from Dutch conglomerate Koninklijke Ten Cate (Royal Ten Cate, the Netherlands), and advised on the related senior secured financing to support the acquisition.
  • Ansys Acquires Phoenix Integration, Inc.Jones Day advised Ansys, Inc. in its acquisition of Phoenix Integration, Inc., a provider of software that enables model-based engineering (MBE) and model-based systems engineering (MBSE) to customers across multiple industries, particularly in the aerospace and defense sectors.
  • Maxeon Solar Technologies completes public offering of $125 million of Ordinary Shares and concurrent private placement of $33.7 million of Ordinary SharesJones Day represented Maxeon Solar Technologies, Ltd., one of the world’s leading global manufacturers and marketers of premium solar power technology, in connection with its concurrent SEC registered public offering of $125 million of its Ordinary Shares and private placement of $33.7 million of its Ordinary Shares to an affiliate of Tianjin Zhonghuan Semiconductor, one of Maxeon’s existing largest shareholders.
  • Verint Systems completes $315 million Convertible Notes offeringJones Day represented Verint Systems Inc., a provider of Actionable Intelligence® solutions and value-added services, in connection with an offering of $315 million aggregate principal amount of 0.25% Convertible Senior Notes due 2026.
  • STERIS completes $1.35 billion debut Senior Notes offeringJones Day represented STERIS Plc, a leading provider of infection prevention and other procedural products and services, in connection with the registered offering of $1.35 billion of Senior Notes by an affiliate, consisting of $675 million aggregate principal amount of 2.700% Senior Notes due 2031 and $675 million aggregate principal amount of 3.750% Senior Notes due 2051.
  • PureCycle Technologies combines with Roth CH Acquisition I Co.Jones Day advised PureCycle Technologies LLC ("PureCycle") in its business combination with Roth CH Acquisition I Co. ("Roth SPAC"), a publicly-traded special purpose acquisition corporation backed by Roth Capital Partners and Craig-Hallum Capital Group, and Roth CH Acquisition I Co. Parent Corp., a wholly owned subsidiary of Roth CH ("Holdings"), among others.
  • ETS acquires VericantJones Day advised Educational Testing Service in its acquisition of Vericant, a provider of secure, verified in person interviews and Spoken English Evaluations worldwide.
  • 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