Andrew Kreisberg's practice focuses on domestic and international tax law, with an emphasis on mergers and acquisitions, real estate joint ventures, REITs, and the formation and operation of investment funds.
Andrew represents private equity sponsors through all aspects of acquiring and divesting of assets, including optimizing basis step-ups and other tax benefits, structuring tax-efficient rollovers for sellers, efficient use of debt, and various forms of exit scenarios. Andrew's experience extends to stock and asset acquisitions, including tax-free reorganizations and restructurings. Many of these transactions are cross-border deals that required complex structuring to accommodate the business and tax considerations of the parties involved.
Andrew also works extensively in fund formation, with both domestic and international sponsors. In these transactions, Andrew is responsible for structuring the receipt of management fees and carried interest for fund sponsors, optimizing the tax treatment of payments to fund executives, and developing the most advantageous fund structures to minimize the tax burdens on investors.
Andrew works extensively on transactions involving real estate investment trusts, or "REITs", both public and private, with particular focus on issues relevant to cross-border investors.
Andrew regularly represents sovereign and sovereign-related entities in investments in private equity, real estate and other alternative investment entities. These clients include sovereign wealth funds in Asia and the Middle East, Asian and Middle Eastern central banks, European foundations and endowments, and trusts affiliated with wholly owned entities of non-US sovereigns.
Recent matters include the representation of:
Saudi Aramco in
- its US$69.1 billion acquisition of a 70 percent stake in Saudi Basic Industries Corporation (SABIC); and
- its US$29.4 billion Initial Public Offering on the Saudi Stock Exchange (Tadawul). At listing, Saudi Aramco's valuation was US$1.7 trillion, making it the world's most valuable public company. The underwriting syndicate consisted of 25 underwriters, led by Citi, Credit Suisse, Goldman Sachs, HSBC, J.P. Morgan, Bank of America, Morgan Stanley, NCB Capital and Samba Capital.
Qatar Investment Authority, the sovereign wealth fund of the State of Qatar, in
- its US$550 million minority investment in Oryx Midstream Services, the largest privately held crude operator in the Permian Basin, from an affiliate of Stonepeak Infrastructure Partners;
- the private offering by Empire State Realty Trust, Inc. (ESRT) (NYSE: ESRT), a real estate investment trust with office and retail properties in Manhattan and the greater New York metropolitan area (including the Empire State Building); and
- its participation in the US$110 million Series B financing of T-Knife Therapeutics, a T-cell receptor company building a pipeline of innovative therapeutics for solid tumor patients.
QH RE Asset Company LLC and DIC Holding II LLC, each wholly owned by a governmental authority of the state of Qatar, on an exchange agreement with Apollo Commercial Real Estate Finance, Inc. (ARI) pursuant to which ARI issued 6,770,393 shares of ARI's 7.25% Series B-1 Cumulative Redeemable Perpetual Preferred Stock, with a liquidation preference of US$25 per share, in exchange for certain other interests in ARI.
QH Oil Investments LP, an affiliate of Qatar Investment Authority, on its investment in the US$230 million Series B fundraising of Tessera Therapeutics, Inc., an early-stage life sciences company founded by Flagship Pioneering that is pioneering Gene Writing, which was co-led by Alaska Permanent Fund Corporation, Altitude Life Science Ventures, and SoftBank Vision Fund 2.
PLC on its acquisition of SALI Fund Services, a provider of fund services to the Insurance Dedicated Fund and Separately Managed Account market, with US$15.8 billion of assets under management.
Gopher Investments in its acquisition of Finalto. Finalto is the financial trading division of Playtech plc (LSE: PTEC), the world's largest online gaming software supplier.
Macquarie Infrastructure Partners Inc. in its partnership with Netrality's management team in their acquisition of Netrality Data Centers from funds managed by Abrams Capital Management. Netrality owns and operates facilities that act as data connectivity hubs in their respective markets for customers who need direct connections across multiple networks, clouds and other service providers. Netrality's facilities also feature colocation, powered shell, and wholesale data center solutions.
Sole Source Capital LLC in its acquisition of Dasco Systems, Inc., a Minnesota company providing custom labels, imprinting, serialization, and barcoding services.
A private equity fund in its purchase of operating assets and entering into of a long-term lease of certain fiber-optic assets, opposite a publicly traded REIT, along with associated restructuring transactions (an "Opco/Propco" transaction).
A sovereign wealth fund in a joint venture investment in the first assisted living facility in Manhattan through a private REIT structure.
Representing Sovereign Wealth Funds, July 2020
"Guaranteed Payments for the Use of Capital – Interest or Distributive Share," 2011 TNT 129–2
"The Effect of Transfer Restrictions on Continuity of Interest," 2010 TNT 148–7
INSIGHT: Historic CARES Act Will Have Significant Impact on Companies, Individuals, Bloomberg Law, April 2020
Peaks, valleys and plateaus: The US M&A landscape in 2017, White & Case, 2018
Major Tax Court Decision Creates Opportunities for Non-US Investors, White & Case, 2017
Forging ahead: H1 in review, White & Case, 2017
Treasury Department Issues Temporary and Proposed Regulations to Curb Inversions and Earnings Stripping, White & Case, 2016