Jerry N.Smith

Of Counsel

Atlanta + 1.404.581.8488

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

  • TotalEnergies enters into Strategic Alliance and Investment Agreement with Sunix and Tropigas in the Dominican RepublicJones Day is advising TotalEnergies in the strategic alliance and investment agreement with Omaha Beach Investment Corp., Sunix Petroleum, S.R.L. and Tropigas Dominicana, S.R.L. in the Dominican Republic.
  • Asbury Automotive Group acquires Larry H. Miller Dealerships and Total Care Auto for $3.2 billionJones Day advised Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., in its acquisition of Larry H. Miller Dealerships, and Total Care Auto, Powered by Landcar for $3.2 billion.
  • Asbury Automotive completes $600.6 million Shares of Common Stock and $1.4 billion Senior Notes offeringJones Day represented Asbury Automotive Group, Inc. (the "Company") in connection with (i) its underwritten public offering (the "Common Stock Offering") of 3,795,000 Shares of its Common Stock, par value $0.01 per share (the "Shares") resulting in gross proceeds of approximately $600.6 million and (ii) its offering of Senior Notes (the “Notes Offering”), consisting of $800 million aggregate principal amount of 4.625% Senior Notes due 2029 (the “2029 Notes”) and $600 million aggregate principal amount of 5.000% Senior Notes due 2032 (the “2032 Notes” and, together with the 2029 Notes, the “Notes”).
  • Millicom International Cellular obtains bridge loan facilityJones Day advised Millicom International Cellular S.A. in connection with a bridge loan facility with a syndicate of commercial banks.
  • Milliken & Company completes Senior Notes offeringJones Day represented Milliken & Company, an industrial manufacturer that is active in a breadth of disciplines, including specialty chemical, floor covering, performance, and protective textile materials, in connection with its private placement of Senior Notes and revolving credit facility.
  • DMI secures strategic investment from OceanSound PartnersJones Day advised DMI in its strategic investment from an affiliate of OceanSound Partners, LP.
  • Paymentez acquired by NuveiJones Day advised Paymentez, LLC in its sale to Nuvei Corporation, a publicly-traded electronic payment processing company based in Montreal, Canada.
  • 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.
  • Delaware North sells Jumer’s Casino & Hotel to Bally's for $120 millionJones Day advised Delaware North, a global hospitality and entertainment company with operations in the sports, travel hospitality, restaurant and catering, lodging, gaming and specialty retail industries, in the sale of Jumer’s Casino & Hotel in Rock Island, Illinois, to Bally's Corporation for $120 million in cash.
  • restor3d merges with Kinos MedicalJones Day advised restor3d, Inc. in its merger with Kinos Medical, a leading total ankle replacement company.
  • MedShape acquired by DJOJones Day advised MedShape, Inc., a privately held orthopedic medical device company founded in 2005, in connection with its acquisition by DJO, a subsidiary of Colfax Corporation.
  • SpeedETab sells company to Wix.comJones Day advised SpeedETab, Inc., a restaurant ordering and payment technology provider, in its sale to Wix.com, Inc. (NASDAQ: WIX), a global leader in software development, cloud-based services, e-commerce, and other online services.
  • PGT Innovations acquires 75% ownership stake in Eco Window Systems for $108 millionJones Day advised PGT Innovations, Inc. in its $108 million acquisition of a 75% ownership stake in Eco Window Systems and its related companies, which are leading manufacturers and installers of aluminum, impact-resistant windows and doors serving the South Florida region, as well as PGTI's related $60 million Rule 144A and Regulation S add-on offering of 6.75% Senior Notes due 2026.
  • HD Supply acquired by The Home Depot, Inc. for $8.8 billionJones Day advised HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").
  • HD Supply Holdings separates into two industry-leading public companiesJones Day advised HD Supply Holdings, Inc. (NASDAQ: HDS) in its demerger.
  • HD Supply sold its Construction & Industrial--White Cap business segment for $4 billion to an affiliate of Clayton, Dubilier & RiceJones Day advised HD Supply Holdings, Inc. in the $4 billion sale of its Construction & Industrial--White Cap business (also known as "White Cap"), a leading distributor of specialty concrete and construction products and services in North America serving professional contractors, to an affiliate of Clayton, Dubilier & Rice.
  • Asbury Automotive completes $250 million offering of additional Senior NotesJones Day represented Asbury Automotive Group, Inc., one of the largest automotive retailers in the United States, in connection with its private offering of $250 million of additional Senior Notes, consisting of $125 million of additional 4.50% Senior Notes due March 2028 and $125 million of additional 4.75% Senior Notes due March 2030.
  • Opdenergy divests majority stake in two solar photovoltaic plants in Mexico totaling 144MWp and forms Vera RenovablesJones Day represented Otras Producciones de Energía Photovoltaica, S.L. ("OPDE"), a member of the OPDE Group, in connection with the sale of 80% of its equity interests in two photovoltaic power plants, and associated electrical substations and interconnection lines, located in the Mexican states of Aguascalientes (34.2 MW) and Coahuila (82.5 MW) to an affiliate of Riverstone Holdings, an energy and power-focused private investment firm.
  • Roper Technologies completes $600 million public offering of Senior NotesJones Day represented Roper Technologies, Inc., a diversified technology company, in connection with its underwritten public offering of $600 million aggregate principal amount of 2.000% Senior Notes due 2030.
  • HanesBrands completes $700 million Senior Notes offeringJones Day represented HanesBrands Inc., a leading marketer of everyday basic innerwear and activewear apparel in the Americas, Europe, Australia, and Asia-Pacific, in connection with a private offering of $700 million aggregate principal amount of 5.375% Senior Notes due 2025.
  • Speaking Engagements

    • March 2, 2020
      Tax Reform, Foreign-Derived Intangible Income (Section 250), Participation Exemption (Section 245A), and Anti-Hybrid Rules (Section 267A), Atlanta Bar Association Tax and International Sections CLE Program
    • 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