Sang I. Ji

Partner, New York

Biography

Sang I. Ji helps clients tackle issues relating to tax, reducing their exposure and managing complexity with clarity and directness.

Overview

Head of White & Case's Global Tax Practice, Sang Ji's practice focuses on domestic and international tax law. He has particular experience with tax issues arising from mergers and acquisitions, securities offerings, financial products, investment funds and controversies with the US Internal Revenue Service.

Sang's experience extends to stock and asset acquisitions, including tax-free reorganizations. Many of these transactions are cross-border deals that required complex structuring to accommodate the business and tax considerations of the parties involved.

Further tax issues on which Sang is able to help clients include those related to partnerships, consolidated groups, net operating losses, controlled foreign corporations, passive foreign investment companies, FIRPTA, corporate inversions and treaty benefits. He also works on the tax aspects of restructurings, joint ventures, project financings and a broad range of other matters.

Sang works extensively with issuers and underwriters around the world on a broad array of securities offerings, including income deposit securities, convertible redeemable preferred stock, structured notes and complex trust instruments. Many of these offerings have required the creation of tax-efficient structures that navigate the varied requirements of multiple taxing jurisdictions.

He also advises investment funds and investors in such funds on tax-efficient structures for investments by United States persons outside the United States, as well as investments in the United States by non-United States persons.

Clients from a range of industries including energy, financial services, insurance and technology come to Sang for his tax expertise. Notable recent transactions on which he has advised include the acquisition of Pinebridge Investments, the reorganization of the global Visa payments network, arranging the issuance and guarantee of CDN$236 billion in Canada Mortgage Bonds, and the US$36.5 billion sale of Burlington Resources, Inc.

Prior to joining White & Case LLP, Sang served as an attorney-adviser to Judge James S. Halpern of the United States Tax Court.

Bars and Courts
New York State Bar
New Jersey State Bar
US District Court for the District of New Jersey
Education
LLM
Taxation
New York University School of Law
JD
Columbia Law School
BA
Columbia College of Columbia University
Languages
English
Korean

Experience

Flying Eagle Acquisition Corp. (NYSE: FEAC), a SPAC, in its US$4.3 billion business combination with Skillz Inc., a mobile-gaming company based in California.

Falcon Capital Acquisition Corp. (NASDAQ: FCAC), a SPAC, in its US$3.9 billion business combination with Sharecare, Inc., a digital health company based in Georgia.

SES Holdings Pte. Ltd., a developer and manufacturer of high-performance hybrid lithium-metal rechargeable batteries for electric vehicles, in its US$3.6 billion business combination with Ivanhoe Capital Acquisition Corp. (NYSE: IVAN), a SPAC focused on electrification of society and industry.

REE Automotive Ltd., an electric-vehicle technology startup based in Israel, in its US$3.6 billion go-public acquisition by 10X Capital Venture Acquisition Corp. (NASDAQ: VCVCU), a SPAC.

Ascendant Digital Acquisition Corp. (NYSE: ACND), a SPAC, in its US$3 billion business combination with Beacon Street Group, LLC, a leading multi-brand digital subscription service platform that provides premium financial research, software, education and tools for self-directed investors.

Landcadia Holdings III, Inc. (NASDAQ: LCY), a SPAC, in its US$2.642 billion acquisition of HMAN Group Holdings Inc., the parent company of The Hillman Group, Inc., a leading distributor of hardware and home improvement products, personal protective equipment and robotic kiosk technologies, from CCMP Capital Advisors, LP.

Diamond S Shipping Inc., one of the largest publicly listed owners and operators of crude and product tankers, in its US$2 billion merger with International Seaways, Inc., one of the largest tanker companies worldwide providing energy transportation services for crude oil and petroleum products.

CITIC Capital Acquisition Corp. (NYSE: CCAC) CCAC, a SPAC, in its US$1.4 billion business combination with Quanergy Systems Inc., a technology company in the LiDAR industry. 

ION Acquisition Corp 2 Ltd. (NYSE: IACB), a SPAC, in its US$1.3 billion business combination with Innovid, Inc., a global leader in connected TV ad delivery and measurement.

Quad-C Management, Inc. in its US$1.2 billion sale of AIT Worldwide Logistics Holdings, Inc., a leading global provider of transportation and logistics solutions, to The Jordan Company.

bolttech Holdings Ltd., an international insurtech company, on its US$180 million series A equity financing round, which values bolttech at more than US$1 billion - giving bolttech unicorn status only one year after its launch in 2020. Activant Capital Group acted as lead investor in the eqiuty financing round.

Avast plc (LSE: AVST), one of the world's largest cybersecurity companies, on the carve-out disposal of its Family Safety Mobile Business to Smith Micro Software, Inc. (NASDAQ: SMSI).

Anthem, Inc. in the acquisition of InnovaCare Health, L.P.'s Puerto Rico-based subsidiaries, including MMM Holdings, LLC (MMM) and its Medicare Advantage (MA) plan, MMM Healthcare, LLC, as well as affiliated companies and Medicaid plan. MMM is Puerto Rico's largest MA plan and one of the fastest-growing vertically integrated healthcare organizations in the United States.

CVC Capital Partners in its acquisition, with minority co-investor Caisse de dépôt et placement du Québec (CDPQ), of a majority stake in the international agencies of BlueFocus Intelligent Communications Group Co., Ltd., a leading publicly-traded Chinese marketing services conglomerate.

CVC Capital Partners in its acquisition of a majority stake in MedRisk, a leading provider of managed physical medicine services for the workers' compensation industry in the United States.

Landcadia Holdings II, Inc. (NASDAQ: LCA), a SPAC, in its US$745 million acquisition of Golden Nugget Online Gaming, Inc. (GNOG), one of the nation's leading online casinos, from Landry's Fertitta LLC, part of the Landry's group of restaurant and hospitality businesses.

Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.

Special Committee of Cellular Biomedicine Group, Inc. in its sale to a consortium including certain members of CBMG management, CBMG stockholders and financial sponsors.

I Squared Capital Advisors (US) LLC in its acquisition of Star Leasing, a leading trailer lessor in the United States.

B. Riley Principal Merger Corp. II, a SPAC, in its US$550 million business combination with Eos Energy Services LLC, a leading manufacturer of zinc hybrid cathode battery energy storage systems.

Forum Merger II Corporation, a SPAC, in its US$420 million business combination with Ittella International, a plant-based food company with a broad portfolio of innovative products.

FS Development Corp. (NASDAQ: FSDC), a SPAC, in its US$216 million business combination with Gemini Therapeutics, Inc., a clinical stage precision medicine company developing treatments for genetically defined age-related macular degeneration.

Roivant Sciences Ltd., through its special purpose vehicle Pharmavant 3 Ltd., in its acquisition of Izana Bioscience Limited, a UK translational medicine company.

Dominus Capital, L.P., in its acquisition of Lockmasters, Inc., a manufacturer and distributor of locks, doors and related hardware components and provider of related education and training classes.

Avon Rubber p.l.c. (LSE: AVON), a leading provider of life critical personal protection systems to military and first responder markets, in its US$130 million acquisition of Team Wendy, LLC, a leading supplier of critical protective systems including helmets and helmet liner and retention systems for military and first responders.

Harvest Partners in the Athletico transaction, which involved the acquisition of a network of physical therapy businesses valued at approximately US$400 million. Prior to an internal reorganization undertaken in connection with the transaction, the business was legally structured as approximately 70 legal entities, separately owned by the founding physical therapist and a physical therapist manager.

Cloverhill Holdings, LLC, the portfolio company of our long-time client Quad-C Management, Inc., and the indirect parent of Cloverhill Bakery, in its US$700 million sale to the Swiss-based food group Aryzta AG. 

Canada Housing Trust and Canada Mortgage and Housing Corporation by arranging the issuance and guarantee of over CDN$236 billion in Canada Mortgage Bonds.

Brookfield Infrastructure Partners L.P. in the negotiation and execution of transaction documents to establish a 50:50 joint venture with Digital Realty focused on the development, ownership and operation of institutional quality data centers in India.

Quad-C Management, Inc. in its acquisition of a 50 percent interest in the InterWrap Group, a global manufacturer of innovative coated woven products and diverse multi-layer laminated reinforced plastic substrates. 

Credit Suisse, as sole lead arranger and administrative agent, in connection with the US$450 million senior secured credit facility provided to Lord & Taylor Holdings LLC. His advice was sought on matters relating to tax, since proceeds from the term loans were used to partially refinance outstanding commercial mortgage-backed securities and to pay related fees and expenses. Lord & Taylor is owned by NRDC Equity Partners LLC.

Publications

INSIGHT: Historic CARES Act Will Have Significant Impact on Companies, Individuals, Bloomberg Law, April 2020

US Tax Reform Will Have a Significant Impact on M&A and Financing Transactions, White & Case, December 2017

Global Tax Report September 2013: Intellectual Property Tax Planning, White & Case, September 2013

Transfer Pricing – Its Impact on M&A Transactions, Acquisition International, April 2012

The Material Adviser Rules in the New Tax Law Are Too Broad, 105 Tax Notes 757, November 2004, Letter to the Editor

Awards and Recognition

Leading Lawyer for Tax in the United States, Euromoney's Expert Guide, 2018

Tax Directors Handbook 2012
US: International Tax

The Legal 500 USA 2011
US: International Tax