L. Matthew Waterhouse

Partner

New York + 1.212.326.8330

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

Matthew represents clients in a variety of domestic and cross-border M&A transactions, including mergers and other acquisitions, divestitures, tax-free spin-offs and split-offs, and partnership and real estate investment trust (REIT) combinations. He also has experience working on the tax aspects of restructuring and bankruptcy matters, real estate securitization and finance transactions, public and private debt and equity offerings, and special purpose acquisition company (SPAC) transactions.

Matthew has represented a wide range of companies, including LabCorp in its tax-free spin-off of Fortrea, Marubeni in its disposition of its grain business, and Wabtec in its Reverse Morris Trust (RMT) combination with GE Transportation. Before joining Jones Day, Matthew also worked on several large spin-off and split-off transactions at a national law firm.

Matthew is a member of the NYSBA Tax Section and has authored or contributed to a number of Tax Section reports.

Experience

  • Wabtec completes $1.25 billion public offering of Senior NotesJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”), a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial markets, in connection with its underwritten public offering of $500 million of 4.900% Senior Notes due 2030 and $750 million of 5.500% Senior Notes due 2035.
  • Wabtec amends and restates its credit agreement in aggregate principal amount of up to $2.725 billionJones Day represented Wabtec Corporation in connection with the refinancing and amendment and restatement of its existing delayed draw term and revolving credit facility that also refinances its separate existing $225 million term loan facility.
  • NioCorp issues Common Shares and pre-funded warrantsJones Day represented NioCorp Developments Ltd. in an underwritten public offering of (i) 6,628,846 Common Shares, without par value and (ii) 1,063,462 pre-funded warrants to purchase up to an additional 1,063,462 Common Shares.
  • Wabtec acquires Dellner CouplersJones Day is advising Wabtec Corporation in the $960 million acquisition of Dellner Couplers, a global leader in highly engineered safety-critical train connection systems and services for passenger rail rolling stock.
  • Wabtec acquires Evident’s inspection technologies divisionJones Day is advising Wabtec Corporation (NYSE: WAB) in connection with its $1.78 billion acquisition of Evident’s inspection technologies division, a global leader in non-destructive testing, remote visual inspection and analytical instruments solutions for mission critical assets.
  • Bose acquires McIntoshJones Day advised Bose Corporation in the acquisition of McIntosh Group, the parent company of high-performance and luxury audio brands that include McIntosh and Sonus faber.
  • Monster Beverage completes $3 billion modified Dutch auction tender offer and secures $1.5 billion credit facilityJones Day represented Monster Beverage Corporation, a leading global drinks manufacturer, in connection with a modified Dutch auction tender offer to purchase up to $3 billion of shares of its Common Stock, as well as the negotiation of a $1.5 billion credit agreement that will fund a portion of the tender offer.
  • P&G sells Vidal Sassoon brand in Greater ChinaJones Day advised The Procter & Gamble Company in the sale of its Vidal Sassoon hair care consumer products business to Henkel AG & Co. KGaA.
  • EagleTree Capital acquires Summit Hill FoodsJones Day advised EagleTree Capital in the acquisition and financing of Summit Hill Foods, Inc., a leading branded food company producing nationally recognized, premium brands, including Better Than Bouillon and The Original Louisiana Hot Sauce.
  • EagleTree Capital acquires MMGY GlobalJones Day advised EagleTree Capital in the acquisition and financing of MMGY Global, a leading integrated marketing firm specializing in travel, tourism and hospitality, from Peninsula Partners and other shareholders.
  • Timken acquires Des-CaseJones Day advised The Timken Company in the acquisition of Des-Case Corp., a Nashville, Tenn.-based manufacturer of specialty filtration products for industrial lubricants.
  • Labcorp completes spin-off of FortreaJones Day represented Labcorp (NYSE: LH), a leading global life sciences company, in the spin-off of Fortrea, the newly formed independent Contract Research Organization providing Phase I-IV clinical trial management, market access and technology solutions to pharmaceutical and biotechnology organizations around the world.
  • Fortrea completes $570 million private placement of Senior Secured Notes and obtains $1.5 billion credit facilityJones Day represented Fortrea Holdings Inc., a leading global contract research organization (“CRO”) that provides comprehensive phase I through IV biopharmaceutical product and medical device services, patient access solutions and other enabling services, in connection with the Rule 144A and Regulation S offering of $570 million aggregate principal amount of 7.500% Senior Secured Notes due 2030 and a $1.5 billion senior secured credit facility as part of its spin-off from Laboratory Corporation of America Holdings.
  • CoLift, Traxys Management and Optiver acquire Traxys GroupJones Day represented CoLift LLC, which sponsored the management buy-out of the Traxys Group, a leading global physical trader and merchant in metals and natural resources, together with Optiver, a global market maker and an investor group active in mining and natural resources led by Regent Mercantile Holdings Limited and The LOM Financial Group.
  • NioCorp combines with GX Acquisition Corp. IIJones Day advised 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.
  • EagleTree Capital acquires PRA EventsJones Day represented EagleTree Capital in connection with its acquisition of PRA Events, Inc., a leading business event management firm, from CI Capital Partners.
  • Bally's transfers real property assets of two properties to Gaming And Leisure Properties for $635 millionJones Day advised Bally's Corporation on the completion of the previously announced transfer of the real property assets of Bally's Tiverton Casino & Hotel in Tiverton, RI and Bally’s Hard Rock Hotel & Casino Biloxi in Biloxi, MS to GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc., for $635 million in total consideration, inclusive of $15 million in the form of OP units. Bally's leased back both properties and continues to own, control, and manage all the gaming operations of the facilities on an uninterrupted basis.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day advised 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 and contingent consideration of up to $51 million.
  • 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.
  • 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.
    • View All

    January 2025 Alert

    New Proposed Regulations Address Spin-Off Transactions

    May 2024 Alert

    Internal Revenue Service Alters Its View on Section 355 Spin-Offs

    July 2023 Alert

    IRS Updates Fast-Track Program for Certain Corporate Tax Rulings

    September 2019 Alert

    New Immediate Expensing Regulations Present Opportunities and Questions

    September 2019 Alert

    Favorable Net Operating Loss Utilization Rules Could be Eliminated

    August 2018 Alert

    Proposed Rules for Full Expensing of Capital Investments

    July 23, 2018 External Publications

    Bonus Questions on the New Bonus Depreciation Rules, Tax Notes

    November 2017 Commentary

    House of Representatives Releases First Draft of Tax Reform Bill

    October 2017 Commentary

    IRS Opens Pilot Program on Tax-free Spin-offs

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