Edward E. Gonzalez
U.S. and International Tax Matters
Edward Gonzalez handles the tax aspects of a variety of transactions, including mergers and acquisitions, U.S. and non-U.S. financial instruments, leveraged buyouts, private equity investments, cross-border financial transactions, debt restructurings, asset-based financings, derivatives and tax controversies. Mr. Gonzalez has advised investment banks, corporations and investment partnerships in the structuring of various acquisitions, financings and refinancings. He also has represented Australian, Japanese, Latin American and European corporations in structuring their investments in the United States, and non-U.S. issuers in raising capital in the United States.
Mr. Gonzalez has worked in the development of innovative financial products such as “tracking stock” (General Motors Class E Stock), 100-year debt, trust preferred securities, financial institution regulatory capital products for both U.S. and non-U.S. financial institutions, and “basket D” securities. He has worked on issues raised by offshore funds investing in the United States, and he has worked extensively with real estate investment trusts (REITs) including the development of the first timber REIT.
Transactions include representing:
- Bank of America Merrill Lynch (as part of a consortium which also includes Prologis, Inc. and NRG Energy, Inc.) in securing a conditional $1.4 billion commitment from the U.S. Department of Energy’s Loan Programs Office to help finance the largest distributed rooftop solar generation project in the world;
- Cementos Argos S.A. (Colombia) and its subsidiary, Argos USA Corp., in the $760 million acquisition of the southeastern U.S. cement and ready-mix businesses of Lafarge S.A. (France);
- Endurance Specialty Holdings Ltd. (Bermuda), a provider of property and casualty insurance and reinsurance, in its $230 million offering of 7.5% non-cumulative preferred shares, Series B;
- National Australia Bank Limited in its acquisition of a 35 percent stake in AREA Property Partners, a real estate fund manager and affiliate of Apollo Management, L.P.;
- Aflac Incorporated, a provider of supplemental health and life insurance, in its $750 million public offering of senior notes in two tranches: a $450 million offering of 3.45% senior notes due 2015 and a $300 million offering of 6.45% senior notes due 2040;
- Banc of America Securities LLC and Jefferies & Company, Inc. as initial purchasers in a $250 million Rule 144A offering of Farm Asset Capital Securities (FALCoNs) by FALConS Trust I, a Delaware statutory trust formed by Federal Agricultural Mortgage Corporation. This transaction was named the 2010 “Deal of The Year” by The Banker magazine (March 31, 2010);
- Plum Creek Timberlands, L.P., a subsidiary of Plum Creek Timber Company, Inc. (a timber REIT), in its $575 million public offering of 4.7% senior notes due 2021;
- Vanship Holdings, Ltd. (Hong Kong) in its $576 million sale of seven crude oil carriers to Navios Maritime Acquisition Corporation (Greece), an acquisition vehicle for Navios Maritime Holdings Inc. (Greece). Both Vanship and Navios Maritime Holdings are shipping companies;
- Capital International in connection with the purchase of an interest in El Tejar Ltd., a worldwide agribusiness leader with operations in Argentina, Bolivia, Brazil, Paraguay and Uruguay;
- Goldman, Sachs & Co., UBS Investment Bank and other underwriters in an approximately $2.9 billion public offering of approximately 144 million Class A ordinary shares and 23 million 10.75% equity security units by XL Capital Ltd, a Bermuda-based global provider of insurance and reinsurance;
- Bank of America, Bank of Scotland, National Australia Bank, HSBC and Société Générale in several financings;
- Ambac Financial Group, Inc. in a $400 million offering of 6.15% directly-issued subordinated capital securities (DISCS). The proceeds of the offering were used to repurchase shares of its common stock;
- EDP – Energias de Portugal, S.A. in its $2.9 billion acquisition of Horizon Wind Energy LLC, an owner and operator of wind power generation facilities in the United States, from The Goldman Sachs Group, Inc.;
- Merrill Lynch & Co.; Wells Fargo Securities; Piper Jaffray and Goldman, Sachs & Co. as underwriters in a $300 million offering of fixed-to-floating rate income capital obligation notes (ICONs) due 2067 by StanCorp Financial Group, Inc., an insurance and asset management company;
- Temple-Inland Inc., a producer of paper, corrugated packaging and building products, in the spin-off of its financial services operation, Guaranty Bank and Guaranty Insurance Services, Inc.; its spin-off of Forestar Real Estate Group and the sale of its strategic timberland business. This is part of Temple-Inland’s separation into three stand-alone public companies and the sale of one business; and
- TPG Capital in its $450 million going-private acquisition of Midwest Air Group, the owner and operator of Midwest Airlines.
Mr. Gonzalez repeatedly has been selected for inclusion in Chambers Global: The World’s Leading Lawyers for Business, Chambers USA: America’s Leading Lawyers for Business and The Best Lawyers in America. He was named a “BTI Client Service All-Star 2012” by The BTI Consulting Group.
J.D., Columbia University, 1979
A.B., Princeton University, 1976 (summa cum laude; Phi Beta Kappa)