David Dreier

Partner, New York

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 US 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, Citic Capital Holdings, Harvest Partners, Mill Rock Capital, Sole Source Capital, Entrepreneurial Equity Partners, Alberta Investment Management, Investcorp and Searchlight Capital. 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; Sempra Energy, Echostar, Calpine, Cobepa, DeLonghi International. Macquarie Infrastructure, OpenText and Takeda Pharmaceuticals 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.

Bars and Courts
New York State Bar
New Jersey State Bar
Education
LLM
Taxation
New York University School of Law
JD
Columbia University School of Law
Harlan Fiske Stone Scholar
BS/BA
University of Pennsylvania
Languages
English

Experience

The Hertz Corporation in its global bankruptcy restructuring.

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.

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.

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.

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 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.

Harvest Partners in its joint acquisition of MRI Software ;

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.

Publications

Chambers Global Practice Guides, Law and Practice – USA, 2020

Chambers Global Practice Guides, Law and Practice – USA, 2019

New Tax Law May Result in Additional Taxes for Certain US Persons who Directly or Indirectly Own Equity in a Foreign Corporation, White & Case, March 2018

Determining the Issue Price of a Debt Instrument: Final Treasury Regulations Clarify When Property Is Publicly Traded, White & Case, September 2012

Selecting an Entity for Non-U.S. Investors, Chapter in Transactional Lawyer's Deskbook: Advising Business Entities, 2001, co-author

Awards and Recognition

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