Richard M.Nugent

Partner

New York + 1.212.326.3437

Richard Nugent has over 20 years experience advising on the tax aspects of public and private M&A deals, spin-offs, and internal restructurings and advising debtors and creditors within and outside bankruptcy. He also advises on financings and other capital markets transactions, partnerships, and REITs.

Ranked in Chambers USA, Richard is described as "proactive, technically brilliant" and someone who is "able to explain issues in layman's terms."

Richard is currently advising a shareholder group in the Pacific Gas and Electric bankruptcy. He also advised Procter & Gamble in its pending acquisition of Billie Inc., its $4.2 billion acquisition of Merck's consumer health business, and its acquisition of This is L.; Wabtec in its $11.1 billion Reverse Morris Trust (RMT) with GE Transportation (and related financings and secondary offerings); Conagra in its $10.9 billion acquisition of Pinnacle Foods (and related financings) and the sale of its direct store delivery snacks business to Utz; the term loan lenders in the iHeart bankruptcy; Carlyle in its sale of Signode Industrial for $4 billion; Eagle Tree in several private equity transactions; and the term loan lenders in the Crossmark, Sungard, Catalina, David's Bridal, and rue21 restructurings.

Before joining Jones Day, Richard advised Procter & Gamble on the tax-free RMT dispositions of its specialty beauty business to Coty and its Folgers coffee business to Smucker, the tax-free split-off of Duracell to Berkshire Hathaway, and the sale of Pringles to Kellogg, and the Treasury Department in the General Motors and Chrysler bankruptcies.

Richard is a member of the Tax Forum and the Executive Committee of the NYSBA Tax Section and speaks regularly at the Practising Law Institute.

Experience

  • Procter & Gamble to acquire Billie Inc.Jones Day is advising The Procter & Gamble Company (NYSE: PG) in its acquisition of Billie Inc., a direct-to-consumer seller of female shaving and body care products.
  • Conway MacKenzie acquired by RiveronJones Day advised Conway MacKenzie, Inc., a leading turnaround, restructuring, and operational improvement firm, in its sale to Riveron, a national business advisory firm specializing in accounting, finance, and operations.
  • CORSAIR® acquires SCUF Gaming®Jones Day advised CORSAIR® in connection with the acquisition and related financing of high-performance controller pioneer SCUF Gaming "SCUF®" and its extensive patent portfolio.
  • Cortec Group acquires Enthusiast Auto HoldingsJones Day advised the Cortec Group in connection with the acquisition and related financing of Ohio-based Enthusiast Auto Holdings, LLC and its subsidiaries, an e-commerce distributor of automobile aftermarket and performance parts, including for Audi, BMW, Mercedes, Porsche, and Volkswagen.
  • HOERBIGER Group acquires Deublin CompanyJones Day advised HOERBIGER Group, a privately-held industrial company headquartered in Switzerland, on the acquisition of Deublin Company, the leading manufacturer of rotating unions in the world.
  • Conagra Brands sells Direct Store Delivery snacks business to Utz Quality Foods, LLCJones Day advised Conagra Brands, Inc. in connection with its divestiture of its Direct Store Delivery snacks business to Utz Quality Foods, LLC.
  • Wabtec completes $1.5 billion secondary offering of Common StockJones Day represented Westinghouse Air Brake Technologies Corporation ("Wabtec") in connection with a $1.5 billion secondary public offering of Common Stock by a selling stockholder.
  • Airtech acquires Champion Valves Inc. and Valve & Pump Specialties, Inc.Jones Day advised Airtech Group, a portfolio company of EagleTree Capital, in connection with the acquisition and related financing of Champion Valves Inc. and Valve & Pump Specialties, Inc., a designer, assembler, and distributor of industrial check valves and butterfly valves.
  • Adtalem Global Education acquires OnCourse Learning's financial services business for $121 millionJones Day advised Adtalem Global Education Inc., a leading workforce solutions provider, in its acquisition of the financial services division of OnCourse Learning, a Brookfield, Wisconsin-based leading provider of compliance training, licensure preparation, continuing education and professional development, for approximately $121 million in cash.
  • Wabtec completes $1.9 billion secondary offering of Common StockJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”) in connection with a $1.9 billion secondary public offering of Common Stock by a selling stockholder.
  • Senior creditors of iHeartCommunications negotiate exit term loan facilityJones Day advised senior creditors holding in excess of $7.4 billion in iHeartCommunications, Inc.'s prepetition indebtedness in connection with all aspects of the restructuring of iHeart's debt in a chapter 11 proceeding in the United States Bankruptcy Court for the Southern District of Texas, including the negotiation and issuance of an approximately $3.5 billion senior secured exit term loan credit facility for iHeartCommunications, Inc. that was distributed to creditors under the plan.
  • Royalty Pharma acquires EMGALITY® royalty from Arteaus Therapeutics for $260 millionJones Day advised Royalty Pharma, the industry leader in acquiring pharmaceutical royalties, in its $260 million acquisition of the royalty interest held by Arteaus Therapeutics, LLC on future global net sales of Eli Lilly and Company’s EMGALITY® (galcanezumab), an anti-CGRP antibody for the prevention of migraine.
  • Wabtec and GE Transportation merge in $11.1 billion transactionJones Day advised Wabtec Corporation in a Reverse Morris Trust merger with GE Transportation, valued at $11.1 billion.
  • Procter & Gamble acquires This is L.Jones Day advised The Procter & Gamble Company in its acquisition of This is L., one of the fastest growing natural feminine care brands in the U.S.
  • Adtalem Global Education sells DeVry UniversityJones Day advised Adtalem Global Education in the sale of DeVry University and its Keller Graduate School of Management to Cogswell Education, LLC, a company with significant experience in higher education.
  • Procter & Gamble acquires consumer health business of Merck KGaAJones Day advised The Procter & Gamble Company (“P&G”) in its €3.375 billion ($4.2 billion) acquisition of the worldwide consumer health business of Merck KGaA.
  • Conagra Brands acquires Pinnacle Foods for $10.9 billion in cash and stockJones Day advised Conagra Brands, Inc. in connection with the acquisition and related financing of Pinnacle Foods Inc. in a $10.9 billion merger.
  • Conagra Brands completes $7.025 billion public offering of Senior NotesJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of $525 million Floating Rate Notes due 2020, $1.2 billion 3.800% Senior Notes due 2021, $1 billion 4.300% Senior Notes due 2024, $1 billion 4.600% Senior Notes due 2025, $1.3 billion 4.850% Senior Notes 2028, $1 billion 5.300% Senior Notes due 2038, and $1 billion 5.400% Senior Notes due 2048.
  • EagleTree Capital acquires majority interest of Gaylord Chemical Company, LLCJones Day advised EagleTree Capital in its acquisition of a majority interest in and related financing of Gaylord Chemical Company, LLC, a specialty chemical producer.
  • Conagra Brands completes $575 million public offering of Common StockJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of 16,312,057 shares of Common Stock.
  • The following represents experience acquired prior to joining Jones Day.

    Advised Forbes Media on its sale of a majority stake to a group of international investors.

    Advised Élan in its combination with Perrigo and its tax-free spin-off of Prothena Corporation.

    Advised Towers Watson in its acquisitions of Acclaris and Liazon Corporation and the sale of its reinsurance brokerage business to Jardine Lloyd Thompson.

    Advised Bear Stearns in its sale to JPMorgan Chase.

    Advised an ad hoc group of convertible noteholders in the Roust Corporation chapter 11 reorganization case.

    Advised Yucaipa in the Inner City Media chapter 11 reorganization case.

    Advised Barclays in the Contec chapter 11 reorganization case.

    Advised Dayton Power & Light in its sale to AES Corporation.

    Advised Ashford Hospitality Prime in the registration of its Series B Preferred Stock and common stock.

    Advised The Pasha Group in its acquisition of the Hawaii trade-lane business of Horizon Lines.

    Advised Icahn as secured lender in the Blockbuster chapter 11 reorganization case.

    Advised CVC Capital Partners in its proposed acquisition of Barclays' iShares unit.

    Advised Northwest Airlines in its chapter 11 reorganization case and related rights offering.

    Advised JPMorgan in the Station Casinos chapter 11 reorganization case and the Centro Properties restructuring.

    Advised Whippoorwill in the Trailer Bridge chapter 11 reorganization case.

    Advised Xerium in its chapter 11 reorganization case.

    Advised AngioDynamics in its acquisitions of Navilyst and Vortex Medical.

    Advised Triarco in its sale to Innophos Holdings.

    Advised Metals USA in its acquisition of Richardson Trident.

    Advised Bay Harbour Management in its acquisition of Steve & Barry's stores pursuant to Bankruptcy Code section 363.

    Advised The Official Committee of Unsecured Creditors in the Heartland Automotive and Truvo USA chapter 11 reorganization cases.

    Advised the purchaser of Island One following its chapter 11 reorganization case.

    Advised Celanese in the sale of its polyvinyl alcohol business to Sekisui Chemical.

    Advised Xstrata in the sale of its aluminum business to Apollo Management.

    Advised St. Vincent's Catholic Medical Centers in its chapter 11 reorganization case.

    Speaking Engagements

    • January 30 – February 1, 2020
      ABA’s 2020 Midyear Tax Meeting
    • October 16-18, 2019
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2019
    • December 5-7, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Los Angeles 2018
    • November 14-16, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2018
    • October 17-19, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2018
    • February 7, 2018
      The Tax Cuts and Jobs Act of 2017: How It Affects Your Business
    • December 6-8, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Los Angeles 2017
    • November 15-17, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2017
    • October 18-20, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2017
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