L. MatthewWaterhouse

Associate

New York + 1.212.326.8330

Matthew Waterhouse's practice focuses primarily on U.S. federal income taxation, including corporate taxation and the taxation of international transactions.

Matthew has experience with a variety of domestic and cross-border M&A transactions, including mergers and other acquisitions, divestitures, tax-free spin-offs and split-offs, restructurings, and partnership and real estate investment trust (REIT) combinations. He also has worked on various real estate securitization and finance transactions.

Experience

  • Marubeni sells global grain business of Gavilon Agriculture InvestmentJones Day advised Marubeni Corporation in the sale of the global grain business of Gavilon Agriculture Investment, Inc. to Viterra Limited, following a reorganization of Gavilon’s structure.
  • NioCorp to combine with GX Acquisition Corp. IIJones Day is advising NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.
  • 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.
  • EagleTree backed companies, Arc and The Channel Company, acquire Incisive MediaJones Day advised EagleTree portfolio companies, Arc and The Channel Company, in the acquisition of Incisive Media.
  • EagleTree Capital portfolio company acquires bChannelsJones Day advised EagleTree Capital in connection with the acquisition and financing by portfolio company The Channel Company of bChannels, a leading global marketing and data services agency specializing in the technology channel.
  • 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.
  • EagleTree Capital acquires The Channel CompanyJones Day advised EagleTree Capital in the acquisition and financing of The Channel Company, a leading provider of business services for the IT sector, from Stone-Goff Partners.
  • Altabancorp merges with Glacier BancorpJones Day represented Altabancorp, the bank holding company for Altabank, in connection with its stock-for-stock merger with Glacier Bancorp, Inc., the bank holding company for Glacier Bank.
  • Red Stone and its affiliates sell its business to Ready Capital CorporationJones Day represented Red Stone and its affiliates in the sale of its business to Ready Capital Corporation.
  • 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.
  • Funds managed by EagleTree Capital complete sale of Corsair Gaming Inc.’s Common Stock for $160 million in block tradeJones Day acted as legal counsel to funds managed by EagleTree Capital, LP in connection with the sale of Corsair Gaming Inc.’s Common Stock for aggregate consideration of $160 million in a block trade pursuant to Rule 144.
  • Rester Management acquires ELAD Canada Realty for up to CA$528 millionJones Day advised Rester Management, a real estate management and development company based in Montreal, Quebec, as U.S. counsel on its acquisition of ELAD Canada Realty, a real estate development, investment, and asset management company based in Toronto, Ontario, Canada, for total consideration of up to CA$528 million, including future payments and earnouts.
  • 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.
  • Peabody Energy completes comprehensive exchange transactionJones Day represented Peabody Energy Corporation (the "Company"), a large private-sector coal company, in connection with a series of recapitalization transactions to, among other things, provide the Company with maturity extensions and covenant relief, while allowing it to maintain sufficient operating liquidity and financial flexibility, including: (i) an offer to exchange any and all of its outstanding $459 million aggregate principal amount of 6.000% Senior Secured Notes due 2022 (the "Existing Notes") for (a) new 10.000% Senior Secured Notes due 2024 to be co-issued by PIC AU Holdings LLC, a Delaware limited liability company and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCo"), and PIC AU Holdings Corporation, a Delaware corporation and an indirect, wholly-owned subsidiary of Peabody ("AU HoldingsCorp" and, together with AU HoldingsCo, the "Co-Issuers"), and (b) new 8.500% Senior Secured Notes due 2024 to be issued by Peabody; and (ii) a restructuring of the revolving loans under the Company's existing credit agreement (the "Existing Credit Agreement") by (a) making a pay down of revolving loans thereunder in the aggregate amount of $10 million, (b) the co-issuers incurring $206 million of term loans under a credit agreement, dated as of January 29, 2021, (c) the Company entering into a letter of credit facility, and (d) the Company amending the existing credit agreement.
  • 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.