J. William Dantzler

Retired Partner of Counsel, New York

Biography

Bill Dantzler works on domestic and international corporate tax matters, structuring for public and private equity mergers and acquisitions, and other international transactions. Bill has a reputation for clear explanations of complex tax issues, good judgment and practical solutions.

Overview

Bill helps clients tackle the tax complexities inherent in their US and international corporate affairs. In mergers and acquisitions, often with a cross-border dimension, he helps to develop customized structural solutions that best accommodate the tax needs of sellers or facilitate future tax savings for acquirers. He also provides tax opinions in respect of tax-free transactions.

Global clients with internal structuring projects look to Bill for tax guidance, practical advice, and the judgment that comes from more than 30 years of experience. He also leads teams that provide advice on the US and non-US tax laws that apply to the ownership and use of intellectual property and supply chain optimization.

Bill serves as principal outside tax counsel to several US public companies and as principal US tax counsel to several non-US companies. He also advises non-US companies forming or recapitalizing US subsidiaries and branches. He is well known for bringing insight to tax controversies and transfer pricing issues.

Bill's combination of reputation, know-how and experience enables him to help clients to save taxes, avoid risk and achieve their business goals without tax friction.

Bars and Courts
US Tax Court
New York State Bar
US District Court for the Southern District of New York
Education
JD
New York University School of Law
BS
Clemson University
Languages
English

Experience

Sony Corporation of America in its US$2.3 billion acquisition of the equity interests in DH Publishing, L.P. (the parent entity of EMI Music Publishing) held by a group of investors led by Mubadala Investement Company.

Calpine Corporation in its US$17 billion sale to Energy Capital Partners, an energy-focused private equity firm, and a consortium of investors including Access Industries and Canadian Pension Plan Investment Board. This transaction was named "Americas Private Equity Tax Deal of the Year" by International Tax Review in 2018.

Roark Capital Group and its portfolio company Arby's Restaurant Group, in Arby's US$2.9 billion acquisition of Buffalo Wild Wings, Inc. (NASDAQ: BWLD), an established international owner, operator and franchisor of quick-service restaurants.

Seaspan Corporation (NYSE: SSW), the world's largest independent containership owner-operator, in its acquisition of the remaining 89% of Greater China Intermodal Investments LLC it did not previously own from affiliates of The Carlyle Group and other minority owners at an implied enterprise value of US$1.6 billion.

Macquarie Infrastructure Corporation and its subsidiary International-Matex Tank Terminals LLC, in its US$171.5 million acquisition of Epic Midstream LLC, an independent liquid bulk storage and logistics solutions provider.

Macquarie Infrastructure Partners in its sale of Marlin Intermediate HoldCo Inc., the indirect parent company of Waste Industries USA, Inc., a provider of solid non-hazardous waste services in the southeast and mid-Atlantic United States.

Anthem, Inc. in its acquisition of America's 1st Choice, a privately‐held for‐profit Medicare Advantage organization that offers HMO products in Florida and South Carolina.

Anthem, Inc. in the acquisition of Aspire Health, Inc., the nation's largest non-hospice, community-based palliative care provider.

Israel-based NeuroDerm Ltd., a Nasdaq-listed clinical stage pharmaceutical company developing drug-device combinations for central nervous system (CNS) disorders, in its US$1.1 billion sale to Mitsubishi Tanabe Pharma Corporation.

Pilot Flying J, the largest operator of travel centers in North America, and its shareholders, the Haslam Family, in the investment in a significant minority stake by Warren Buffet's Berkshire Hathaway.

SDIC Fund Management Co., Ltd. in its agreement to acquire an ownership stake in Maxwell Technologies, Inc. (NASDAQ: MXWL), a leading developer and manufacturer of capacitive energy storage and power delivery solutions.

EchoStar Corporation in the exchange of its EchoStar Technologies businesses for the Hughes Retail Group (HRG) tracking stock owned by DISH Network Corporation.

Anthem, Inc., one of the nation's largest health benefits companies, in its US$54.2 billion acquisition of Cigna Corporation, a combination that will create a premiere health benefits company with critical diversification and scale to lead the transformation of health care delivery for consumers.

Shenzhen Hepalink Pharmaceutical Co., Ltd. and its US subsidiary, Hepalink USA Inc., in its US$337.5 million acquisition of Scientific Protein Laboratories, LLC, one of the leading global, independent manufacturers and suppliers of pharmaceutical ingredients. This transaction, one of a few acquisitions by a People's Republic of China public company of a US privately held target, constituted a major reorganization for our client, pursuant to the relevant Chinese listing rules, and the involvement of multiple consultants and agencies in the US and China. Bill advised on the cross-border tax issues and those capitalization issues related to cross-border debt, while conforming to the rigid Chinese laws on how debt can be structured.

Shenzhen Hepalink Pharmaceutical Co., Ltd. and its US subsidiary, Hepalink USA Inc., in its US$337.5 million acquisition of Scientific Protein Laboratories, LLC, one of the leading global, independent manufacturers and suppliers of pharmaceutical ingredients. This transaction, one of a few acquisitions by a People's Republic of China public company of a US privately held target, constituted a major reorganization for our client, pursuant to the relevant Chinese listing rules, and the involvement of multiple consultants and agencies in the US and China. Bill advised on the cross-border tax issues and those capitalization issues related to cross-border debt, while conforming to the rigid Chinese laws on how debt can be structured.

Avast Software, a global player in the antivirus market, and a selling shareholder consortium, on the sale of a significant minority stake to CVC Capital Partners, one of the world's leading private equity and investment advisory firms. Bill and our tax team advised on the new US borrower financing that supported CVC's acquisition of its interest in Avast, which it valued at roughly US$1 billion. Working with tax lawyers in Prague and employee benefits lawyers in New York, Bill provided principal tax advice to Avast and the selling shareholders on the structuring of the transaction and employee stock-based compensation. He and our team also helped to implement the transaction structure in the transaction documents, and assisted with negotiations.

Speaking Engagements

"Internal Restructurings", April 24, 2014: Tax Executives Institute

"IP Tax Issues in Business Transactions", January 4, 2013: Practising Law Institute

"Spin-Offs/Tax Issues of Interest to Non-Tax Lawyers", July 17, 2012: Pfizer Legal Alliance Continuing Education

 

Awards and Recognition

Best Lawyers in America – Tax Law, 2020

Recognized Individual for International Tax, Legal 500 USA 2017

Leading Lawyer, Chambers USA 2014

Tax – New York

Recommended Lawyer, The Legal 500 2014

US Tax – International, East Coast

Tax Directors Handbook 2014, US Tax – International; US – East Coast

International Tax Review 2012, US Tax

New York Super Lawyers Metro Edition 2012

PLC Which Lawyer? 2012—US Tax

PLC Tax on Transactions Guide 2012—US Tax

Euromoney's Guide to the World's Leading Transfer Pricing Advisers 2011