Sam Lichtman is of counsel in the Tax Practice Group in the New York office of Haynes and Boone, LLP. His practice is broad-based and focuses on mergers and acquisitions, corporate restructurings and joint ventures, with a particular emphasis on international transactions. He also has extensive experience advising financial institutions, multi-national corporations, private equity sponsors, investment funds and other business and investment entities with respect to cross-border structured investments and financings, financial products and capital markets transactions.
Selected Client Representations
- Represented multinational clients in connection with developing and implementing tax-advantaged holding company structures in Ireland, Luxembourg, Switzerland and Bermuda.
- Represented investment banks and financial institutions in connection with cross-border tax arbitrage transactions, including foreign tax credit related transactions; cross-border repos, securities loans and equity swaps; and transactions designed to enhance foreign tax deductions, credits and losses.
- Represented issuers and underwriters in connection with the issuance of financial products including debt-equity units, hybrid securities (including the first bank holding company term debt hybrid security to achieve Tier 1 and "Basket D" treatment) and structured notes.
- Represented a U.S. energy and commodity exchange in its tax-free acquisition of a New York-based commodity futures exchange.
- Represented a U.S. health information services company in connection with its merger with a medical technology company in a tax-free transaction valued at $1.29 billion.
- Represented a Bermuda-based insurance company in connection with its hostile acquisition of another insurance company valued at $1.7 billion.
- Represented a New York-based private equity firm in its acquisition of a U.K. investment bank.
- Represented a number of Australian banks in connection with the issuance of Australian convertible, exchangeable and stapled securities.
- Represented a Dutch bank as issuer of perpetual hybrid capital securities in two SEC-registered offerings with an aggregate value of US$2.65 billion.
- Represented the underwriters in the issuance of three perpetual bond offerings by a Mexican issuer, involving the issuance of Yen perpetual bonds and the use of currency swaps to issue USD perpetual bonds.
- Represented the underwriters in a contingent capital transaction, involving the issuance of fixed rate bonds by an investment vehicle backed by financial assets and swaps or, at the option of the issuer, newly issued high-equity credit instruments.
Selected Speeches and Presentations
- "An Overview of Tax Provisions in Credit Agreements," Bank of America Presentation, June 13, 2012.
- American Bar Association (Tax Section)
- New York State Bar Association (Tax Section)
- The Loan Syndications and Trading Association Primary Market Committee
- International Fiscal Association
Selected Representative Experience
Deutsche Bank/Green Energy Team Hawaii Biomass Project
Represented Deutsche Bank Securities Inc., as Mandated Lead Arranger and Lender for a $76.1 million loan facility to fund construction of a 7.5-megawatt (net) biomass-to-energy facility on the island of Kaua'i, Hawaii.
Represented Alta Mesa Holdings, LP in a $150 Million Note Offering
Successfully represented Alta Mesa Holdings, LP, a privately held company engaged primarily in onshore oil and natural gas acquisition, exploitation, exploration and production, in the private issuance of $150 million aggregate principal amount of 9.625 percent Senior Notes due 2018.
Acquisition of Service King by the Carlyle Group
Advised Service King Collision Repair Centers in the sale of its operations to a private equity fund managed by The Carlyle Group.
NorthStar Realty Finance Corp. and the John Hancock Center
Represented NorthStar Realty Finance Corp. in its acquired control of the John Hancock Center in Chicago after buying $218 million of loans.
Panda Temple Power, LLC - Credit Agreement
Represented Panda Temple Power, LLC as borrower in a $300 million credit facility.
Landry's Inc. - Refinancing
Represented Landry's Inc. in its $1.6 billion refinancing, which included a new $1.2 billion credit facility, a Rule 144A offering, a tender offer for the repurchase of outstanding notes and related internal restructurings.
04/09/2013 - Transfers in 2012 and Future Years
This alert outlines the gift tax return requirement for 2012 transactions and the use of "defined value" gifts and sales.
01/29/2013 - New Protocol Amending the Income Tax Treaty between the United States and Spain
On January 14, 2013 the United States and Spain signed a new protocol amending the existing income tax treaty between the United States and Spain that was signed on February 22, 1990. The Protocol modernizes the Treaty to conform with the existing treaty policies of both the Unites States and Spain.
01/09/2013 - The American Taxpayer Relief Act of 2012: Congress Finally Acts - Good News/Bad News for Estate Planning
After all of the sand had run out of the hourglass, Congress finally passed (and the President signed) a compromise tax bill to avoid very substantial income tax increases on taxpayers with income under $400,000 ($450,000 for joint filers).
01/19/2012 - Voluntary Disclosure Plan for Offshore Assets - Take #3
On January 9, 2012, the IRS issued a news release announcing that the IRS is opening a third Offshore Voluntary Disclosure Program for taxpayers who come forward (including taxpayers who have come forward since the 2011 disclosure program closed last September) to report previously undisclosed foreign accounts and assets.
01/12/2012 - New U.S. Reporting Rules Applicable to Certain Corporate Transactions
On or before January 17, 2012, domestic and foreign corporations will be required to report to both the IRS and their shareholders (on Form 8937) any corporate transaction which occurred in 2011 (including mergers, acquisitions, spin-offs, stock splits, redemptions and distributions) that affected a shareholder’s U.S. tax basis in the stock of the corporation.