Laurie Abramowitz | People | Arnold & Porter

Laurie Abramowitz is co-chair of the firm's Tax Practice and a member of the firm's Life Sciences practice group and Financial Services practice group.

Her practice is broad-based and involves tax planning for a wide variety of transactions, including domestic and cross-border taxable and tax-free mergers and acquisitions, joint ventures, and public and private debt and equity offerings for U.S. and non-U.S. issuers.

Ms. Abramowitz has significant experience structuring and advising on the tax aspects of M&A transactions for private equity funds and public and private companies. She regularly represents multinational corporations, private equity funds, and private businesses, including LLCs, partnerships, S corporations, and individual entrepreneurs. She has represented lenders, as well as companies, in financings and restructurings and has extensive experience in the tax aspects of bankruptcy and insolvency workouts.

Ms. Abramowitz advises companies in virtually all major industries, including banking, finance, private equity, health care, life sciences, technology, and consumer products.

Focus Areas

Experience

American Securities in various acquisitions and dispositions, including in the sale of SeaStar Solutions, a global provider of technology and system integration for the marine industry, to Swedish manufacturer Dometic Group for a cash purchase price of $875 million. The tax group designed and negotiated a complex tax benefit sharing arrangement that added significant value to the transaction.
An affiliate of DC Capital Partners Management, LP in its acquisition of Janus Global Operations, a global logistics and stability operations contractor. Janus provides commercial munitions remediation, environmental remediation and services, risk management, and logistics and lifecycle support solutions.
J.W. Child Associates, a private equity firm focused on leveraged buyout and recapitalization transactions for middle-market growth companies, in various acquisitions and dispositions, including its acquisition of EbLens, a footwear, apparel, and accessories retailer from KarpReilly, LLC. Our tax group designed the tax structure of the acquisition including a management rollover and drafted and negotiated the tax provisions of the various agreements.
Onex Corporation in various acquisitions and dispositions including in the sale of USI, a registered broker-dealer, to an affiliate of KKR & Co. L.P. and Caisse de dépôt et placement du Québec for an enterprise value of $4.3 billion.
The Halifax Group in various acquisitions and dispositions including in its acquisition of Chancelight, a regulated healthcare and education business for learning challenged children from Trimaran Partners, on behalf of our client, Halifax Capital. Our tax department advised our client on the structure of the transaction and drafted and negotiated the tax provisions of the various agreements.

Uni-World Capital in various acquisitions and dispositions including in the sale of CAPS Payroll, a leading payroll provider in multiple entertainment markets, to Cast & Crew Entertainment Services, the premier provider of technology-enabled payroll and production management services to the entertainment industry. The combination creates a market leader with complementary services, diversified client base, and strong commitment to digital solutions.

Novartis in its acquisition of Admune Therapeutics, a Massachusetts-based clinical stage biotechnology company. The deal broadens Novartis' immuno-oncology pipeline.
Pfizer, Inc. in its creation of Cerevel Therapeutics, LLC, a new biopharmaceutical company focused on developing drug candidates to treat disorders of the central nervous system (CNS). Funds affiliated with Bain Capital Private Equity and Bain Capital Life Sciences have committed $350 million with the ability to provide additional capital should it be needed in the future.
Pfizer, Inc. in its acquisition of Bamboo Therapeutics, Inc., a privately held biotechnology company. Our attorneys previously represented Pfizer in its acquisition of approximately 22 percent of Bamboo's fully diluted equity for a payment of approximately $43 million during the first quarter of 2016. Under the terms of the current transaction, Pfizer acquired all of the remaining equity of Bamboo for an upfront cash payment of $150 million, with up to $495 million of contingent milestone payments.
BrightSpring Health Services, an Onex portfolio company and the leading provider of comprehensive home and community-based health services to complex populations in need of specialized care, in negotiating its sale to an affiliate of KKR pursuant to a merger agreement.
Onex-backed Carestream Health Inc. in the sale of its digital dental imaging business to funds managed by Clayton, Dubilier & Rice, and CareCapital Advisors Limited. The transaction was structured as a carve-out sale of asset and stock comprising Carestream Health's digital dental imaging business. The target has operations and/or sales in approximately 40 countries. Our tax department advised on US tax issues and coordinated multi-jurisdictional tax issues, which impacted the structure and protected our client from anticipated timing issues of transfers in multiple jurisdictions.

An ad hoc group of term lenders comprised of Eaton Vance, Silver Point Capital, Symphony Asset Management, Franklin Mutual Advisors, LLC, Beach Point Capital, Highland Capital, and Voya Investment Management in the successful restructuring of Cumulus Media, Inc. The transaction structure was carefully designed to achieve beneficial tax consequences and create additional value in the reorganized debtor in the form of increased tax attributes going forward.
An ad hoc group of term lenders to iHeart Media, Inc. (iHeart)—comprised of more than 50 funds managed by Eaton Vance, OppenheimerFunds, and Symphony Asset Management—with regard to the successful restructuring of iHeart. The restructuring and separation capped a complex, multi-year effort by Arnold & Porter attorneys working across multiple practice areas and offices to implement a comprehensive restructuring of iHeart's approximately $16 billion of debt. The consummation of iHeart's plan of reorganization resulted in the separation of iHeartMedia and Clear Channel Outdoor Holdings, Inc., a pre-reorganization subsidiary of iHeart, creating two independent, publicly-traded companies. We represented our clients in connection with negotiating and evaluating various alternative restructurings and the tax consequences thereof in order to maximize the value to the creditors and the tax attributes of the company going forward.
Deutsche Bank Trust Company Americas, as administrative agent, and a group of lenders led by Eaton Vance, Credit Suisse, Invesco, and Oppenheimer Funds in the restructuring of IAP Worldwide Services, Inc. and certain of its subsidiaries and affiliates. IAP's debt-for-equity out-of-court restructuring was the first of its kind for a defense contractor.

First American International Corporation on sale to RBB Bancorp, Inc. (RBB), parent of Royal Business Bank. The merger consideration consisted of cash and RBB stock. The transaction was structured as a tax-free reorganization for US federal income tax purposes, and Arnold & Porter rendered tax advice and tax opinions in connection therewith.
Stifel Financial Corp. in its recent acquisition of Business Bancshares, Inc. and its subsidiary, The Business Bank of St. Louis. Stifel Financial—a $16 billion in assets financial holding company headquartered in St. Louis, Missouri—which provides banking, securities, and financial services businesses through several bank, trust company, and broker-dealer wholly owned subsidiaries. The Arnold & Porter team handled all aspects of the transaction, including tax counseling and rendering of closing tax opinions, and effecting the corporate reorganization.
Union Acquisition Corp. (UAC) in connection with its entry into a definitive agreement to consummate a business combination with leading Latin American agricultural biotech company, Bioceres, Inc., a subsidiary of Bioceres S.A. UAC will change its name to Bioceres Crop Solutions Corp. and be listed on the New York Stock Exchange.
Celestica, Inc. (NYSE, TSX: CLS) in its acquisition of Impakt Holdings for $329 million. Celestica is a leader in design, manufacturing, and supply chain solutions for the world’s most innovative companies.