L. MatthewWaterhouse

Associate

New York + 1.212.326.8330

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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

  • 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.
  • 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.
  • Altabancorp merges with Glacier BancorpJones Day is representing Altabancorp, the bank holding company for Altabank, in connection with its proposed stock-for-stock merger with Glacier Bancorp, Inc., the bank holding company for Glacier Bank.
  • Procter & Gamble acquires VOOSTJones Day advised The Procter & Gamble Company in its acquisition of VOOST Vitamins, Australia's leading effervescent supplements brand.
  • Wabtec to acquire Nordco for $400 millionJones Day is advising 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.
  • 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.
  • Funds managed by EagleTree Capital complete $238 million IPO of Corsair GamingJones Day acted as legal counsel to funds managed by EagleTree Capital, LP in Corsair Gaming Inc.’s $238 million initial public offering, reflecting an enterprise value of approximately $1.7 billion.
  • Conway MacKenzie acquired by RiveronJones Day advised Conway MacKenzie, Inc., a leading turnaround, restructuring, and operational improvement firm, in its sale to Riveron, a national business advisory firm specializing in accounting, finance, and operations.
  • CORSAIR® acquires SCUF Gaming®Jones Day advised CORSAIR® in connection with the acquisition and related financing of high-performance controller pioneer SCUF Gaming "SCUF®" and its extensive patent portfolio.
  • Diamond S Shipping completes secondary public offering of Common SharesJones Day represented Diamond S Shipping Inc. in connection with the underwritten secondary offering of 4,021,604 of the Company’s Common Shares by funds affiliated with First Reserve and 660,870 of the Company’s Common Shares by funds affiliated with WL Ross & Co. LLC as the selling shareholders.
  • Conagra Brands sells Direct Store Delivery snacks business to Utz Quality Foods, LLCJones Day advised Conagra Brands, Inc. in connection with its divestiture of its Direct Store Delivery snacks business to Utz Quality Foods, LLC.
  • Wabtec completes $1.5 billion secondary offering of Common StockJones Day represented Westinghouse Air Brake Technologies Corporation ("Wabtec") in connection with a $1.5 billion secondary public offering of Common Stock by a selling stockholder.
  • Airtech acquires Champion Valves Inc. and Valve & Pump Specialties, Inc.Jones Day advised Airtech Group, a portfolio company of EagleTree Capital, in connection with the acquisition and related financing of Champion Valves Inc. and Valve & Pump Specialties, Inc., a designer, assembler, and distributor of industrial check valves and butterfly valves.
  • Cineworld Group completes asset monetization strategies in United States through cinema sale-leaseback transactionsJones Day advised UK headquartered, Cineworld Group PLC in connection with an asset monetization strategy in the United States involving a combined cash consideration of $556.3 million cinema sale-leaseback transactions to convert a substantial portion of Cineworld’s U.S. real estate holdings into cash to leverage its equity and optimize efficiency.
  • Wabtec completes $1.9 billion secondary offering of Common StockJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”) in connection with a $1.9 billion secondary public offering of Common Stock by a selling stockholder.
  • Royalty Pharma acquires EMGALITY® royalty from Arteaus Therapeutics for $260 millionJones Day advised Royalty Pharma, the industry leader in acquiring pharmaceutical royalties, in its $260 million acquisition of the royalty interest held by Arteaus Therapeutics, LLC on future global net sales of Eli Lilly and Company’s EMGALITY® (galcanezumab), an anti-CGRP antibody for the prevention of migraine.
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    September 2019 Alerts

    New Immediate Expensing Regulations Present Opportunities and Questions

    September 2019 Alerts

    Favorable Net Operating Loss Utilization Rules Could be Eliminated

    August 2018 Alerts

    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 Commentaries

    House of Representatives Releases First Draft of Tax Reform Bill

    October 2017 Commentaries

    IRS Opens Pilot Program on Tax-free Spin-offs

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