David Dreier
Biography
Overview
David's practice focuses on a wide range of domestic and international tax issues and structures which arise in M&A, restructuring, bank financing and securitization transactions.
He represents public and private corporations and private equity firms on various aspects of taxable and tax-free M&A transactions. He also maintains an active practice in corporate, partnership and international transactions such as domestic and multi-jurisdictional stock purchases, mergers, leveraged buy-outs, spin-offs and joint ventures.
David advises clients in the United States and globally on various domestic tax issues related to partnerships, corporations and consolidated groups. He also focuses on both inbound tax issues for non-US companies operating in the US and outbound tax issues for US companies operating outside the US, on topics such as FATCA, FIRPTA, controlled foreign corporations, passive foreign investment companies, foreign tax credits, branch profits tax and tax treaties.
David has extensive experience representing debtors and creditors regarding the tax aspects of bankruptcies, insolvencies and workouts. He represents US and non-US lenders and borrowers in domestic and international bank financing transactions.
In addition, David is actively involved in the Firm's securitization practice, and regularly provides tax advice to arrangers and managers in domestic and international securitization transactions, and in particular, those involving collateralized loan obligations. He has also represented clients in IRS audits and other tax litigation matters, and has helped clients to obtain private letter rulings.
Key private equity clients which have recently benefited from David's knowledge and insight on tax issues include Ares Management, Elliott Capital, Highpost Capital, Harvest Partners, Mill Rock Capital, Sole Source Capital, Entrepreneurial Equity Partners, Alberta Investment Management, Investcorp and Encap. He has also recently advised clients including Deutsche Bank, Morgan Stanley, JP Morgan, Bank of America, Greensledge, Golub Capital, Antares Capital and Goldman Sachs on various lending and securitization transactions; Echostar and Zimmer Biomet on recent pubic spin-off transactions; Sempra Energy, NRG Energy, NTT Data, JBS, Calpine, Cobepa, DeLonghi International, Macquarie Infrastructure, OpenText and Morgan Stanley Infrastructure on various M&A matters; and The Hertz Corporation, Swissport Financing, Occidental Petroleum, LS Power, and creditors of Salt Creek Gas and Global Cloud Xchange on potential restructuring transactions.
Experience
Soaring Eagle Acquisition Corp. (NASDAQ: SRNG), a SPAC, in its US$15 billion business combination with Ginkgo Bioworks, Inc., a synthetic biology company, which uses technology to program cells for a potentially wide variety of uses, including fragrances and sweeteners, as well as mRNA vaccines and animal-free proteins.
Hertz Global Holdings, Inc. (OTCPK:HTZGQ) in the US$7.22 billion reorganization and recapitalization of the company in the context of the company's Chapter 11 proceedings.
Zimmer Biomet, Inc. (NYSE: ZBH) in the public spin-off of its dental and spine business to its shareholders.
Macquarie Infrastructure Corp. (NYSE: MIC) and its related entities in the sale of three businesses, including (i) the US$4.475 billion sale of its Atlantic Aviation business to KKR; (ii) the US$2.685 billion sale of International-Matex Tank Terminals to Riverstone Holdings LLC.; and (iii) the US$514 million sale of the MIC Hawaii businesses to Argo Infrastructure Partners, LP.
Sempra Energy, one of North America's leading energy infrastructure companies, in its US$3.37 billion sale to KKR of a non-controlling, 20 percent interest in Sempra Energy's new business platform, Sempra Infrastructure Partners, which integrates Sempra LNG, a leading developer of liquefied natural gas export infrastructure with IEnova (Infraestructura Energetica Nova, S.A.B. de C.V.), one of the largest private energy companies in Mexico.
Toys "R" Us on WHP Global's significant minority investment in and strategic partnership with TRU Kids Parent LLC, parent company to the Toys "R" Us and Babies "R" Us brands.
Echostar (NASDAQ: SATS) on the spin-off and subsequent merger with DISH Network Corporation (NASDAQ: DISH) of its BSS business.
Graf Industrial Corp. (NYSE: GRAF), a SPAC, in its US$1.8 billion business combination with Velodyne LiDAR, Inc., a developer of Lidar Technology for corporate and consumer markets.
HighCape Capital Acquisition Corp. (NASDAQ: CAPA), a SPAC sponsored by HighCape Capital LP, a healthcare growth equity fund, in its US$1.46 billion business combination with Quantum-Si Incorporated, a pioneer in next generation semiconductor chip-based proteomics.
CITIC Capital in its US$770 million acquisition of GNC Holdings Inc. through its subsidiary Harbin Pharmaceutical Group Holding Co., Ltd. pursuant to Section 363 of the United States Bankruptcy Code.
Biosight Ltd., a privately held pharmaceutical development company developing innovative therapeutics for hematological malignancies and disorders, in its reverse merger transaction with Advaxis, Inc. (NASDAQ: ADXS), pursuant to which the shareholders of Biosight will become the majority holders of the combined company immediately following completion of the transaction.
EnCap Investments L.P., a leading private equity firm specializing in the energy industry, on its sale of a 50 percent stake in Broad Reach Power LLC, one of the premier independent utility-scale energy storage and renewable energy platforms in the United States and a portfolio company of EnCap, to affiliates of Apollo Global Management, Inc.
Outdoor Holdings I, LLC and Kwik Tek Inc. d/b/a Airhead Sports Group, the #1 brand in the marine towable watersports and winter leisure activity product categories, on the sale of Airhead Sports Group to a subsidiary of Aqua-Leisure Recreation, LLC, a provider of outdoor branded products for recreational water sports and winter sports markets.
Summa Equity Fund II in its acquisition of Axion BioSystems, a US life science tools business and leading provider specializing in the development, production, and marketing of MEA (Microelectrode Arrays) and impedance technologies.
Mill Rock Capital in the acquisition of Trojan Lithograph Corporation, a U.S.-based full service provider of high-end, graphic paper packaging, from Arbor Investments.
Mill Rock Packaging Partners LLC and its affiliates in its acquisition of All Packaging Company, a cartons manufacturing company.
PRO Unlimited Global Solutions Inc., a leader in contingent workforce management solutions and jointly held portfolio company of Harvest Partners, LP and Investcorp International, Inc., in the sale of PRO Unlimited to EQT.
PRO Global Solutions Inc in its acquisition of PeopleTicker, a leading independent compensation software company.
Schneider Electric Company, a world leader in energy technology, in its investment in AlphaStruxure, a joint venture with affiliates of The Carlyle Group, one of the largest global asset management companies, focused on development and execution of microgrid infrastructure projects and stand-alone EAAS microgrids.
Schneider Electric in connection with the formation of a joint venture with Huck Capital and certain individuals that will comprise the management team of the newly launched joint venture, which will deliver energy-as-a-service projects in the North America market up to 10MW in size. Schneider Electric Foundries LLC in its series seed investment in Dash Energy, Inc, a broker in the oil and energy industry.
Cobepa S.A. in the acquisition of MicroConstants Inc., a San Diego-based contract research organization, by BioAgilytix Labs, LLC, a portfolio company of Cobepa.
Cobepa S.A. in the disposition and reinvestment of a portion of its position in Gen II Fund Services, LLC to a consortium of investors including General Atlanticand Hg.
Alberta Investment Management Corporation (Aimco), in a joint venture with The AES Corporation (NYSE: AES) to merge the sPower development platform, a leading independent solar developer in the United States, with AES' US-based clean energy development business to accelerate the safe, reliable transition to cleaner energy solutions in the United States.
Sempra Energy (NYSE: SRE), a Fortune 500 energy services holding company, in its US$9.45 billion all-cash acquisition of Energy Future Holdings Corp., which indirectly owns 80% of Oncor Electric Delivery Company, LLC, an operator of the largest electric transmission and distribution system in Texas. The transaction, which created the largest utility holding company in the US, valued Oncor at US$18.8 billion. This transaction was named "M&A Deal of the Year" by The Deal in 2018.
VPC Impact Acquisition Holdings III, Inc. (NYSE: VPCC), a SPAC sponsored by Victory Park Capital, in its US$4 billion business combination with Dave Inc., a financial platform.
Harvest Partners, LP in its sale of Neighborly, a holding company of 21 service brands focused on repairing, maintaining and enhancing consumers' homes and businesses via various online platforms, to Kohlberg Kravis Roberts & Co. L.P.
Harvest Partners in its joint acquisition of MRI Software.
NTT DATA, Inc., a recognized leader in global information technology services, in its acquisition of Nexient, LLC, a US-based software services firm.
Certain creditors of Salt Creek Gas in Salt Creek's restructuring.
OpenText in its acquisition of XMedius, a provider of secure information exchange and unified communication solutions.
Morgan Stanley, JP Morgan, GreensLedge Capital Markets and TPG in various collateralized loan obligation transactions.
Macquarie Capital (as lender, administrative agent and collateral agent) with respect to various credit facilities and Macquarie Infrastructure Corporation in its US$2.685 billion sale of International-Matex Tank Terminals, a bulk liquid terminals business, to Riverstone Holdings LLC.
Grupo Verzatec in its pending US$360 million acquisition of the engineered materials business of Crane Co.
Azelis Americas, LLC, a specialty chemicals and food ingredients distributor in North America, in its acquisition of Vigon International, Inc., a leading US specialty distributor and manufacturer of ingredients for the flavors, fragrances and cosmetics market segments.
Hexatronic Group AB (publ) in its acquisition of Kevin M. Ehringer Enterprises, Inc., d/b/a Data Center Systems, a company based in Texas providing end-to-end fiber connectivity solutions to the US data center market.
Caisse de dépôt et placement du Québec (CDPQ), a global investment group managing funds for public retirement and insurance plans, in its acquisition of a majority ownership in Wizeline, Inc., a global technology services provider.
Sole Source Capital LLC, an industrial-focused private equity firm:
- and its portfolio company, Peak Technologies, a value-added reseller of barcoding and data collection solutions across North America, in its acquisition of Bar Code Direct, Inc., a value-added reseller of AIDC solutions for the manufacturing, retail, consumer and healthcare end-markets.
- and its portfolio company, Peak Technologies, in its acquisition of DBK Concepts, Inc., a value-added reseller of AIDC labels, media and hardware for healthcare, manufacturing and industrial end-markets.
- and its portfolio company, Peak-Ryzex, a value-added reseller of barcoding and data collection solutions across North America, in its acquisition of Inovity, Inc., a value-added reseller of AIDC labels, media and hardware for healthcare, manufacturing and industrial end-markets.
Globe Electric Company in its acquisition by Novacap.
Chambers Global Practice Guides, Law and Practice – USA, 2020
Chambers Global Practice Guides, Law and Practice – USA, 2019
Selecting an Entity for Non-U.S. Investors, Chapter in Transactional Lawyer's Deskbook: Advising Business Entities, 2001, co-author
Chambers Global Practice Guides, Law and Practice – USA, 2020
Recognized Individual for Tax: Non-Contentious, Legal 500 USA (2017)
"Employment capabilities in the UK, Germany and across CEE, including the Czech Republic, Slovakia and Hungary. Praised for its ability to respond quickly to queries involving multiple European jurisdictions." - Chambers Europe-wide (2015)
"White & Case LLP's 'attorneys in this area are excellent and always communicate clearly'. The firm has expertise in all aspects of EBEC and ERISA plan asset rules, as well as tax matters relating to M&A, financings and corporate transactions." - The Legal 500 (2014)
Tax Directors Handbook 2012—US: International Tax
