Jerry N.Smith

Partner

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Jerry Smith has more than 30 years of experience advising public and private companies and partnerships in connection with federal and international tax aspects of acquisitions, divestitures, joint ventures, and financings. He has extensive experience in structuring cross-border acquisitions and divestitures (both tax-free and taxable), international joint ventures, tax-free spin-offs, financings (both public debt offerings and syndicated private debt placements), and internal corporate restructurings. Jerry also has represented Fortune 500 companies in connection with IRS controversies including supporting clients at the audit level and at IRS Appeals, with particular experience regarding IRS settlement procedures including Early Referral, Rapid Appeals, and Fast-Track Settlement procedures.

Jerry recently advised clients with respect to more than $20 billion of public acquisitions and divestitures and more than $5 billion in public debt transactions and advised a nuclear energy company in connection with its spin-off of its thermal business to public shareholders in a tax-free Section 355 transaction. Prior to joining Jones Day in 2011, Jerry represented a public aerospace components manufacturer in connection with an IRS audit involving more than $500 million of proposed adjustments and advised a public building products wholesaler in connection with an IRS audit involving the disallowance by the IRS of more than $100 million of acquisition costs. Representative clients include Newell Brands, Suntrust, Flowers Foods, Babcock & Wilcox, and Reed Elsevier.

Jerry lectures frequently regarding tax-free spin-offs, IRS controversy matters, federal and international tax reform, and corporate inversions. He is a member of the American Bar Association, Atlanta Tax Forum, and International Fiscal Association.

Experience

  • Newell Brands completes tender offers for $700 million of outstanding debt securitiesJones Day represented Newell Brands Inc. in connection with its concurrent cash tender offers for $700 million aggregate principal amount of certain of its outstanding debt securities, including any and all of its 3.900% Notes due 2025 and 4.000% Notes due 2024 and a waterfall offer for its 3.850% Notes due 2023, 4.000% Notes due 2022, and 4.200% Notes due 2026.
  • Roper Technologies completes $1.2 billion public offering of Senior NotesJones Day represented Roper Technologies, Inc., a diversified technology company, in connection with its underwritten public offering of $1.2 billion aggregate principal amount of 2.350% Senior Notes due 2024 and 2.950% Senior Notes due 2029.
  • Christie® Medical Holdings sold to CAREstream GroupJones Day advised Christie® Medical Holdings in its sale to CAREstream Group.
  • NRC Group Holdings to be acquired by US Ecology, Inc. for $966 millionJones Day is advising NRC Group Holdings Corp. (NYSE American: NRCG) in its acquisition by US Ecology, Inc., a leading North American provider of environmental services to commercial and government entities, pursuant to an all-stock transaction that values NRCG on an enterprise value (based on the US Ecology average share price over the last 15-trading days) at $966 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.
  • Engage PEO acquired by Lightyear CapitalJones Day advised Engage PEO, a professional employer organization providing HR outsourcing solutions to small and mid-sized businesses across the U.S., in its acquisition by Lightyear Capital.
  • Newell Brands sells Process Solutions to One Rock Capital Partners, LLC for $500 millionJones Day advised Newell Brands Inc. in the sale of its Process Solutions business to One Rock Capital Partners, LLC for $500 million in cash.
  • Reed Exhibitions acquires Florida SuperconJones Day advised Reed Exhibitions, a division of RELX Group plc, in its acquisition of the pop culture fan event Florida Supercon.
  • Newell Brands completes tender offers for $1.629 billion of outstanding debt securitiesJones Day represented Newell Brands Inc. in connection with its concurrent cash tender offers for any and all of its 3.150% Notes due 2021 and up to $1.625 billion in aggregate principal amount, less the aggregate principal amount of 3.150% Notes due 2021 purchased, of certain of its other outstanding debt securities.
  • Southern Company sells certain Florida assets to NextEra Energy for $6.5 billionJones Day advised Southern Company in three separate transactions for the sale of several of its Florida assets – Gulf Power Company, Florida City Gas, and the entities holding Southern Power’s interest in Plant Oleander and Plant Stanton – to NextEra Energy (NYSE: NEE) for an aggregate purchase price of $6.5 billion, including total equity value of approximately $5.1 billion.
  • 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.
  • Kenall sold to Legrand, North and Central AmericaJones Day advised Kenall Manufacturing, a leading manufacturer of innovative, energy efficient, and sustainable specification grade lighting and control solutions for commercial, industrial, and institutional buildings, in its sale of the Company to Legrand, North and Central America.
  • Newell Brands completes tender offers for $1 billion of outstanding debt securitiesJones Day represented Newell Brands Inc. in connection with its concurrent cash tender offers for any and all of its 2.875% Notes due 2019 and waterfall offer for $650 million in aggregate principal amount of certain of its other outstanding debt securities, and the redemption of any remaining outstanding 2.875% Notes due 2019 following the tender offers.
  • HD Supply completes $750 million offering of Senior NotesJones Day represented HD Supply, Inc., one of the largest industrial distributors in North America, in connection with its issuance of $750 million in aggregate principal amount of 5.375% Senior Notes due 2026 in a Rule 144A and Regulation S offering.
  • Babcock & Wilcox sells MEGTEC and Universal for $130 millionJones Day advised Babcock & Wilcox Enterprises Inc. in the $130 million sale of its Universal/Megtec businesses to Dürr AG.
  • SunTrust Robinson Humphrey and SunTrust Bank-led syndicate provide $1.1 billion credit facility to EquifaxJones Day advised SunTrust Robinson Humphrey, Inc., as left lead arranger, and SunTrust Bank, as administrative agent, in connection with a $1.1 billion senior revolving credit facility provided by a syndicate of lenders to Equifax Inc., a consumer credit reporting agency.
  • Babcock & Wilcox sells two Florida energy-from-waste facilities to CovantaJones Day advised Babcock & Wilcox Enterprises, Inc. in its sale of a subsidiary with the operating and maintenance contracts for two Energy-from-Waste (EfW) facilities in Palm Beach County, Florida to a subsidiary of Covanta Holding Corporation.
  • Roper Technologies completes $1.5 billion public offering of Senior NotesJones Day represented Roper Technologies, Inc., a diversified technology company, in connection with its underwritten public offering of $1.5 billion aggregate principal amount of 3.650% Senior Notes due 2023 and 4.200% Senior Notes due 2028.
  • Newell Brands sells Rawlings Sporting Goods Company, Inc. for $395 millionJones Day advised Newell Brands Inc. in the $395 million sale of Rawlings Sporting Goods Company, Inc. to Seidler Equity Partners and Major League Baseball.
  • Newell Brands sells The Waddington Group to Novolex for approximately $2.3 billionJones Day advised Newell Brands Inc. in its sale of The Waddington Group to Novolex Holdings, a portfolio company of The Carlyle Group, for approximately $2.3 billion in cash.
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    January 2018 White Paper

    The U.S. Tax Cuts and Jobs Act: Fundamental Changes to Business Taxation

    July 2015 Alerts

    Tax Court Overturns IRS Cost-Sharing Regulation

    Speaking Engagements

    • January 28, 2019
      When Tax Plans Become Tax Gambling; The Risks of Not Planning for Litigation, Jones Day 2019 Atlanta CLE Academy
    • February 13, 2017
      Looking into the Crystal Ball: What You Need to Know about Tax Reform and the Future of the Affordable Care Act, Jones Day CLE Academy
    • April 27, 2016
      Temporary and Proposed Regulations under Section 956 Regarding Foreign Partnerships and Investments in U.S. Property, Tax Executives Institute
    • April 27, 2016
      Recent Guidance Related to Inversions: Section 7874, Notice 2014 - 52, Temporary Regulations (T.D. 9761, 4/4/2016), Tax Executives Institute
    • November 17, 2015
      Spin-off Transactions, Tax Executives Institute
    • October 12, 2015
      Spin-Off Transactions, Tax Executives Institute
    • September 25, 2015
      Spin-Off Transactions, Tax Executives Institute
    • June 23, 2015
      Recent Developments in Subchapter C, M&A and Inversions, TEI Region III Conference, Foxwoods Resort
    • March 23-24, 2015
      DC Corporate Taxation and the Biologics Industry "So you want to buy a company... or sell?", BIO General Counsels Committee Meeting
    • November 12, 2012
      "Section 382 - Limitations on NOLs and Other Corporate Attribute Carryovers" "Limitation on Deductions for Interest Expense" "Debt Modifications - Debt Cancellation Income and Related Tax Considerations" "Section 1504 - Consolidated Return Filing Issues," Cherry, Bekeart & Holland, LLP
    • June 20, 2012
      Federal Tax Reform & State Implications, TEI Atlanta Chapter's State and Local Tax Seminar
    • December 1, 2011
      Nuts and Bolts of Tax Controversies, Georgia Society of CPAs
    • November 3, 2011
      Nuts and Bolts of Tax Controversies, Georgia Society of CPAs
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