Richard M.Nugent

Partner

New York + 1.212.326.3437

Ranked in Chambers USA, Richard Nugent is described as "a strong business partner" and "a valued adviser" whose "level of client service cannot be beaten."

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

Richard advised the Jackson Crossover Group debtholders in the recent Intelsat bankruptcy, which involved the restructuring of $14.7 billion of prepetition debt; Procter & Gamble (P&G) in its $4.2 billion acquisition of Merck's consumer health business and its acquisitions of TULA Life, Farmacy Beauty, This is L., and Voost Vitamins; Wabtec in its $11.1 billion Reverse Morris Trust (RMT) with GE Transportation (and related financings and secondary offerings), its acquisition of Nordco, and its Green Bonds issuance; Conagra in its $10.9 billion acquisition of Pinnacle Foods (and related financings) and the sales of its direct store delivery snacks business and Peter Pan; Cooper Tire in its $2.5 billion sale to Goodyear; Eagle Tree in numerous private equity transactions; the shareholders of Pacific Gas and Electric in its bankruptcy; and the term loan lenders in the iHeart bankruptcy.

Before joining Jones Day, Richard advised P&G 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 advised the Treasury Department in the General Motors and Chrysler bankruptcies.

Richard is a frequent speaker on tax issues at PLI programs.

Experience

  • Timken acquires GGB Bearing Technology for $305 millionJones Day is advising The Timken Company in the $305 million acquisition of GGB Bearing Technology (GGB), a division of Enpro, Industries (including exclusive negotiations with respect to the French operations of GGB).
  • Labcorp to spin off Clinical Development businessJones Day is advising Labcorp (NYSE: LH), a leading global life sciences company, in its consideration of whether to pursue a spin-off of its Clinical Development business to its shareholders through a tax-free transaction.
  • Bally's sells real property assets of two Rhode Island properties to Gaming And Leisure Properties for $1 billionJones Day is advising Bally's Corporation in the $1 billion sale of the real property assets of Bally's two Rhode Island casino properties – Bally's Twin River Lincoln Casino Resort and Bally's Tiverton Casino & Hotel to GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc.
  • Polaris sells Transamerican Auto Parts business to Wheel ProsJones Day is representing Polaris Inc. in the sale of its Transamerican Auto Parts business to Wheel Pros, a designer, manufacturer, and distributor of proprietary branded aftermarket vehicle enhancements for light trucks, SUVs, passenger cars, and ATVs/UTVs, backed by Clearlake Capital Group, L.P.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day is advising Roper Technologies, Inc. on the sale of a majority stake in its industrial businesses, including its entire Process Technologies segment and the industrial businesses within its Measurement & Analytical Solutions segment, to an affiliate of Clayton Dubilier & Rice, LLC, for $2.6 billion in cash, subject to customary purchase price adjustments, and contingent consideration of up to $51 million.
  • Sonepar sells Vallen Distribution to Nautic PartnersJones Day represented the Sonepar Group – a Paris-headquartered global leader in B-to-B distribution of electrical products, solutions and related services – in the sale of Sonepar's subsidiary business, Vallen Distribution, to Nautic Partners, a middle-market private equity firm based in Rhode Island.
  • Intelsat closes $6.7 billion DIP-to-exit financing transactionsOn May 13, 2020, Intelsat S.A. and certain of its direct and indirect subsidiaries (the “Intelsat Parties”) filed voluntary petitions with the U.S. Bankruptcy Court for the Eastern District of Virginia commencing their respective cases under Chapter 11 of the Bankruptcy Code.
  • EagleTree Capital acquires Andronaco IndustriesJones Day advised EagleTree Capital in the acquisition and financing of Andronaco Industries, a leading provider of corrosion-resistant flow control technologies.
  • Procter & Gamble Company acquires TULA LifeJones Day advised The Procter & Gamble Company in its acquisition of TULA Life, Inc. from L Catterton Partners and L Catterton Europe SAS.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • National market-leading pharmacy benefits firm designs and implements sponsored captive insurance solution for employersJones Day advised a national market-leading pharmacy benefits firm with the design and implementation of a sponsored captive insurance solution for employers to manage high-cost specialty drug risk.
  • ABM acquires Able Services for $830 millionJones Day advised ABM Industries Incorporated in the acquisition of Able Services, a leading facilities services company headquartered in San Francisco, in a cash transaction valued at $830 million.
  • Wabtec acquires Nordco for $400 millionJones Day advised Wabtec Corporation in its $400 million cash acquisition of Nordco, a leading North American supplier of new, rebuilt, and used maintenance of way equipment with a broad product and service portfolio including mobile railcar movers and ultrasonic rail flaw detection technologies, from Greenbriar Equity Group LP.
  • EagleTree Capital sells Airtech Group, US Valve Corporation, and related entities to IDEX Corporation for $470 millionJones Day represented investment funds managed by EagleTree Capital in the sale of Airtech Group, US Valve Corporation, and related entities to IDEX Corporation for $470 million.
  • Cooper Tire & Rubber sold to The Goodyear Tire & Rubber Company for approximately $2.5 billion enterprise valueJones Day advised Cooper Tire & Rubber Company in its $2.5 billion sale to The Goodyear Tire & Rubber Company.
  • Wabtec completes €500 million Green Bonds offeringJones Day represented Westinghouse Air Brake Technologies Corp., one of the world’s largest providers of value-added, technology-based equipment, systems and services for the global transit and freight rail industries, in connection with the SEC-registered offering by Wabtec Transportation Netherlands B.V., its wholly-owned subsidiary, of €500 million aggregate principal amount of 1.250% Senior Notes due 2027.
  • Procter & Gamble acquires VOOSTJones Day advised The Procter & Gamble Company in its acquisition of VOOST Vitamins, Australia's leading effervescent supplements brand.
  • U.S. Bank National Association acquires Debt Servicing and Securities Custody Services client portfolio of MUFG Union BankJones Day represented U.S. Bancorp, a bank holding company and the parent company of commercial bank U.S. Bank National Association, in its acquisition of the Debt Servicing and Securities Custody Services client portfolio of MUFG Bank N.A., a subsidiary of holding company MUFG Americas Holdings Corporation and a member of the Mitsubishi UFJ Financial Group.
  • Montauk Renewables completes IPO and dual listing in United States and South AfricaJones Day represented Montauk Renewables, Inc. in connection with its domestic initial public offering of Common Stock with a U.S. primary listing (Nasdaq: MNTK) and South African secondary listing (JSE: MKR).
  • Conagra Brands sold Peter Pan® peanut butter brand to Post Holdings, Inc.Jones Day advised Conagra Brands, Inc. in the sale of its Peter Pan® peanut butter business to Post Holdings, Inc., a consumer packaged goods holding company.
  • The following represents experience acquired prior to joining Jones Day.

    Advised Pfizer in its acquisitions of Wyeth, King Pharmaceuticals, and Embrex and in the sale of its Capsugel business to KKR.

    Advised LyondellBasell in its chapter 11 reorganization case.

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

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

    Advised Bear Stearns in its sale to JPMorgan Chase.

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

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

    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 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 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

    • May 12-14, 2022
      ABA's Hybrid May 2022 Tax Meeting
    • November 9-11, 2021
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2021
    • 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