About Us Online Resources Languages People Finder Industries Practices Knowledge Library Global Directory Join Us Events Home|Practices|Tax‐free Spin‐offs Why Latham YOU MIGHT ALSO BE INTERESTED IN Capital Markets IPOs & Equity Capital Markets Mergers & Acquisitions Tax Latham ranked #1 US IPO law firm by deal count (excluding SPACs). – Deal Point Data YE 2020 TAX‐FREE SPIN‐OFFS Latham & Watkins helps execute successful spin-offs by providing a multi-disciplinary combination of initial public offerings (IPOs), mergers and acquisitions (M&A), tax, finance, and intellectual property legal advice. Spin-offs Unraveled Spin-offs are complex IPOs with a sophisticated tax overlay in which the proceeds are often used as an alternative financing mechanism to optimize the parent company’s balance sheet and capital structure. Latham’s leadership in the IPO market, combined with our premier Transactional Tax Practice, collaborate with our M&A expertise to provide clients the practical advice necessary to navigate the spin-off process successfully. Latham leverages a powerful combination of insight, experience, and practical knowledge to help clients unlock share value in a spin-off with advice on the key threads in the transaction, including: Understanding and articulating the pre-spin levels of integration and the expected post-closing relationship between the two companies Designing an optimal tax and legal structure to separate the businesses Navigating the regulatory process to take the SpinCo public Creating an ideal capital structure and balance sheet for the ParentCo and SpinCo Preparing the SpinCo to become a stand-alone publicly traded company Comprehensive Expertise Share value can erode if appropriate legal components are not addressed by experienced counsel during the separation and distribution process. Latham helps navigate the spin by advising on the following legal and business issues: Going public and capital raising Creating optimal tax structures Navigating regulation, shareholder communication and board fiduciary duties Interacting with activist investors Protecting IP assets Negotiating commercial and joint venture agreements Ensuring data privacy and security Financing Implementing benefits, compensation & employment strategies Addressing antitrust and regulatory approvals Beyond the Spin-off – M&A Alternatives Reverse Morris Trust Transactions Latham has extensive experience in structuring various post-spin M&A transactions to preserve the tax-free treatment of the spin, including integrated post-spin M&A transactions such as Morris Trust and Reverse Morris Trust transactions. The Dual Track Process Latham is also experienced in advising on “dual-track” processes, whether in the context of spin-off transactions or IPOs. Latham M&A and Capital Markets lawyers work seamlessly to plan and execute the dual-track process on multiple fronts and are experienced in advising clients’ management teams and board of directors on the available alternatives, legal risks, and considerations. Experience Tax-free spin-off by Yates Petroleum Corporation of Agave Energy Company Merger between Entercom Communications and CBS Radio via a Reverse Morris Trust transaction Tax-free spin-off of the United States Public Sector business of DXC Technology Tax-free spin-off of the Powertrain Systems Segment of Delphi Automotive to its shareholders Tax-free spin-off by Archrock, Inc. of Exterran Corporation to its shareholders Acquisition by LogMeIn of the GoTo business of Citrix Systems via a Reverse Morris Trust transaction Tax-free spin-off by Demand Media to its shareholders of Rightside Group Sale of Safeway to a consortium led by Cerberus Capital Management and Albertsons, and a spin-off of Safeway’s subsidiary, Blackhawk Network Holdings Tax-free spin-off by Integra LifeSciences of SeaSpine Sale by Starwood Hotels & Resorts Worldwide of Vistana Signature Experience to Interval Leisure Group via a Reverse Morris Trust transaction MEDIA COVERAGE NEWS Latham & Watkins Advises Realty Income in Merger with VEREIT Latham & Watkins Advises TechnipFMC in Planned Spin-Off Transaction Latham Advises Total S.A. in Connection with SunPower's Planned Spin-off Transaction more THOUGHT LEADERSHIP WEBCASTS & PODCASTS Key Considerations When Spinning Off a Business Segment or Division CONTACTS Cathy A. Birkeland Chicago T +1.312.876.7681 cathy.birkeland@lw.com view bio Mark D. Gerstein Chicago, New York Ryan J. Maierson Houston Laurence J. Stein Century City Pardis Zomorodi Century City The cookies we use Latham & Watkins uses cookies which are essential for the operation of our website. We would also like to use analytics cookies to help us understand how visitors use our site so we can continue to improve it, but we will only do so with your consent. We use a cookie to remember your preferences. You can access and change your preferences at any time by clicking on the gear icon. Essential cookies Essential cookies enable the core functionality of our website such as security, authentication, and accessibility. You can change your browser settings to disable these cookies, but it may affect your ability to access and use the site. Analytics cookies We would like to use Google Analytics to analyse how visitors interact with our site so that we can continue to develop and improve it. 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