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Private equity firms, private enterprises and public companies alike turn to tax partner Ben Rogers for advice on a variety of complex business transactions.
Ben regularly counsels some of the world’s largest private equity firms and their portfolio companies on mergers, acquisitions, dispositions and carve-outs. He also advises public and private companies on tax-free spinoffs and split-offs.
A valued advisor to clients seeking the most efficient tax structure for any transaction, Ben works with businesses across industries, including health care, life sciences, banking and technology. His work encompasses the diverse range of tax issues that arise in multifaceted business deals. Ben has also guided firms and companies through initial public offerings and debt or equity financing, and handled an assortment of real estate transactions, as well as bankruptcies, debt workouts and business restructurings.
Experience
Life Sciences & Health Care
- Represented Exactech, Inc. and its affiliated debtors in their pending chapter 11 cases involving the restructuring of more than $350 million of prepetition debt, as well as additional prepetition liabilities; Exactech’s chapter 11 cases are supported by an $85 million debtor in possession credit facility and a stalking horse bid, which remains subject to higher and better offers, for substantially all of the debtors’ assets.
- Represented Shire Plc in connection with its $32 billion combination with Baxalta, a business spun out of Baxter International, for a combination of cash and stock.
- Represented the Blackstone Group and its portfolio company Change Healthcare Holdings in Change’s 2017 combination with McKesson Technology Solutions to create a joint venture with pro forma annual revenues of $3.4 billion. Acted as special tax counsel to Change Healthcare Inc. in connection with Change’s 2020 separation from McKesson in a “Reverse Morris Trust” transaction.
- Represented Golden Gate Capital in its acquisition of a 51 percent interest in Ensemble Health Partners, an industry-leading revenue cycle management provider, from Bon Secours Mercy Health.
Technology
- Represented publicly held Altimeter Growth Corp., a special purpose acquisition company, in its $40 billion business combination with Grab Holdings, a Singapore-based technology company offering ride-hailing transport services, food delivery and payment solutions.
- Represented TPG Capital in a simultaneous carve-out of AT&T’s U.S. video business (DirecTV), which implied an enterprise value of the new company of $16.25 billion, and $1.8 billion investment in the newly carved out business.
- Represented SunGard Data Systems, a software and technology services company with annual revenue of approximately $2.8 billion, and its private equity shareholders in its tax-free split-off of Sungard Availability Services, a managed IT, cloud, and recovery services company with annual revenue of approximately $1.4 billion.
Retail & Consumer
- Represented Golden Gate Capital in connection with the 2018 combination of its portfolio company Express Oil Change & Tire Engineers with Mavis Discount Tire, creating one of the largest independent automotive service platforms in the U.S., and the 2021 sale of Mavis Tire Express Services to an investor group led by BayPine LP.
- Represented Altamont Capital Partners in its sale of Fox Racing to Vista Outdoor (NYSE: VSTO) for up to $590 million.
Manufacturing
- Represented Tecomet, Inc., together with certain of its affiliates, in the refinancing of its approximately $1 billion capital structure, including through the provision of a new revolving credit facility and privately placed first-lien term loan. Tecomet is a global leader in the design, development, and manufacture of orthopedic, robotic assisted, and minimally invasive surgical products, as well as precision components for the aerospace and defense industry.
- Advised acpi®, a portfolio company of American Industrial Partners, on its agreement to acquire Masco Cabinetry, a division of Masco Corporation, and a related refinancing.
- Represented Genstar Capital in its acquisition of Tekni-Plex, Inc., a global company focused on developing highly engineered products, including medical tubing and compounds, pharma barrier films, dispensing components, closure liners and specialty food packaging.
Energy & Infrastructure
- Represented an ad hoc group of second lien lenders of Yak Access, LLC, a provider of temporary roadways to remote construction sites, in connection with its out-of-court recapitalization and exchange transaction, which eliminated over $500 million of debt. As part of the recapitalization, holders of second lien term loans received a significant primary equity stake as well as various series of preferred stock in the recapitalized Yak.
- Represented Elliott Management Corporation as lead investor in a $1.4 billion PIPE equity issuance by CenterPoint Energy (NYSE: CNP).
- Represented TriArtisan Capital Advisors in its acquisition of a majority stake in EnergySolutions from Energy Capital Partners.
Financial Services
- Represented Gordon Brothers, a global advisory, restructuring and investment firm specializing in the industrial, consumer products and retail sectors, in connection with a 2018 investment from the Trident VII funds managed by Stone Point Capital LLC, a private equity firm focused on investing in the financial services industry.
- Represented Tourmaline Partners, LLC in a majority investment from Copley Equity Partners.
Media & Marketing
- Acted as tax counsel to Output Services Group in its 2022 Chapter 11 restructuring. In 2023, The M&A Advisor recognized the successful restructuring of Output Services Group as “Information Technology Deal of the Year” as part of its 17th Annual Turnaround Awards.
- Represented TPG Growth, the middle market and growth equity platform of global alternative investment firm TPG, in its 2018 partnership with management to acquire HALO Branded Solutions from Audax Private Equity.