Pamela Lawrence Endreny represents clients in a broad range of U.S. and international tax matters.

Bio

Ms. Endreny’s experience includes mergers and acquisitions, spin-offs, joint ventures, financings and restructurings. She has obtained private letter rulings from the Internal Revenue Service on tax-free spin-offs and other corporate transactions, and has represented clients on matters relating to audits and tax controversies before the IRS.

She also advises on all types of transactions undertaken by private equity funds, hedge funds and family offices, as well as transactions involving asset managers. She has experience with financial instruments and other derivatives and a wide variety of capital markets transactions.

Ms. Endreny, a member of the team named 2018 White Collar/Regulatory Litigation Department of the Year by The American Lawyer, has advised financial institutions and Fortune 500 companies on tax controversies and compliance issues, including 10 Swiss banks in the Department of Justice settlement program.

She was selected for inclusion in Chambers USA: America’s Leading Lawyers for Business 2018 and 2019. She is a co-author of the treatise Private Equity Funds: Business Structure and Operations.

Significant representations include:

Public Company M&A

  • Stanley Black & Decker in numerous transactions, including its $1.5 billion acquisition of Consolidated Aerospace Manufacturing, LLC, and its acquisition of Nelson Fastener Systems;
  • Foamix Pharmaceutical Ltd. in its merger with Menlo Therapeutics Inc.;
  • Spotify Technology S.A. in numerous transactions, including its acquisitions of The Ringer, Gimlet Media, Anchor, Parcast and SoundBetter;
  • Life Time Fitness, Inc. in its $4 billion acquisition by affiliates of private equity firms Leonard Green & Partners, L.P. and TPG Capital, L.P.;
  • Windstream Holdings in numerous transactions, including its $1.1 billion acquisition of EarthLink, its $2.3 billion acquisition of PAETEC Holding Corp and its $1.1 billion acquisition of Iowa Telecommunications Services, Inc.;
  • Genesis HealthCare Inc. in its combination with Skilled Healthcare Group, Inc., in an “Up-C” structure;
  • the independent director committee of Corporate Capital Trust, Inc. in its merger with FS Investment Corporation;
  • NextEra Energy, Inc., in the formation of a joint venture with EQT Corporation to construct the $3 billion Mountain Valley Pipeline;
  • Colfax Corporation in its $2.4 billion acquisition of Charter International plc and related $2.1 billion acquisition financing;
  • Syncor International Corporation in its $1.1 billion acquisition by Cardinal Health, Inc.; and
  • ALLTEL Corporation in its $6 billion acquisition of Western Wireless Corporation.

Public Spin-Offs

  • Darden Restaurants Inc. in its spin-off of real estate and restaurant assets into Four Corners Property Trust, Inc., a publicly traded REIT;
  • Windstream Holdings in its spin-off of publicly traded Uniti Group (formerly Communications Sales & Leasing), the first telecommunications REIT;
  • ALLTEL Corporation in its reverse Morris trust transaction involving a spin-off of its wireline telecommunications business and merger with Valor Communications Group; and
  • Windstream Communications in the split-off of its Yellow Pages business to investment funds managed by Welsh, Carson, Anderson & Stowe.

Private Company M&A

  • Greentech Capital Advisors in its acquisition by Nomura Holdings;
  • Tennenbaum Capital Partners in its acquisition by BlackRock, Inc.;
  • Aquarian Investors Heritage Holdings LLC in its acquisition of Investors Heritage Capital Corporation;
  • NextEra Energy Partners in connection with:
    • a convertible equity portfolio financing with BlackRock Global Energy & Power to fund the acquisition of Meade Pipeline in a transaction valued at $1.37 billion;
    • a partnership with KKR’s third Global Infrastructure Investors Fund to finance the acquisition of a portfolio of 10 utility-scale wind and solar projects (named Americas Power Deal of the Year by Project Finance International);
    • a strategic equity portfolio financing arrangement with BlackRock Global Energy & Power to finance a $1.28 billion acquisition;
  • an acquisition group including Great Elm Capital Group, Inc. and funds managed by MAST Capital Management, LLC, in the acquisition of Full Circle Capital Corporation;
  • Janus Capital Group, Inc. in its merger with Henderson Group plc to form Janus Henderson Global Investors plc (named Deal of the Year at the 2017 Mutual Fund Industry Awards and Americas Financial Services Tax Deal of the Year at International Tax Review’s Americas Tax Awards 2018);
  • Five Point Holdings Inc., one of the largest residential land owners in California, in a consolidation of multiple housing development projects in preparation for an initial public offering; and
  • Marsico Capital Management LLC in several transactions, including a management buyout from Bank of America Corporation and debt restructuring transactions.

Corporate Finance

  • Sculptor Capital Management (formerly Och-Ziff Capital Management Group) in a number of transactions, including:
    • its $1.15 billion initial public offering; and
    • strategic recapitalization and conversion from a publicly traded partnership to a public corporation;
  • Spotify Technology S.A. in its $200 million private placement of convertible notes to funds managed by TPF Capital and Dragoneer Investment Group, LLC;
  • BeiGene, Ltd. (China) in its $903 million initial public offering on the Hong Kong Stock Exchange;
  • Stanley Black & Decker in numerous transactions, including its:
    • $400 million offering of fixed-to-floating junior subordinated debentures and concurrent $345 million offering of equity units; and
    • $300 million offering of floating-rate equity units consisting of a forward purchase contract and senior convertible note in the first offering of equity units that included convertible debt;
  • CEMEX, S.A.B. de C.V. in numerous transactions, including:
    • its $1.1 billion carve-out IPO and listing on the Bolsa de Valores de Colombia of its Central and South America unit, CEMEX Latam Holdings, S.A.; and
    • a financial restructuring of $7.3 billion of U.S. dollar-, euro-, yen- and Mexican peso-denominated debt in private cross-border exchange offers;
  • Fair Square Financial LLC in the first general purpose credit card securitization in over a decade; and
  • LendingClub in a number of matters, including a first-of-its-kind whole loan transaction structured as a tradeable, pass-through security called a CLUB Certificate.

Investment Managers and Funds

  • Arrow Global Group PLC in the establishment of its new fund management business and launch of its first pan-European credit fund, Arrow Credit Opportunities SCSp, with initial commitments of $1 billion;
  • a publicly traded corporation in the formation of a new investment advisory business and formation of new private funds to invest in U.S. and foreign renewable energy projects;
  • Tennenbaum Capital Partners, LLC in the closing of credit fund TCP Direct Lending Fund VIII, with over $1.9 billion of capital commitments;
  • BlackRock Capital Investment Advisors, LLC in the formation of BlackRock Direct Lending Fund IX; and
  • the management team of HSBC Capital in the establishment of a new private equity management firm, Graycliff Partners LP, with $1.1 billion in U.S. and Latin American private equity, mezzanine and real estate assets under management, as part of the HSBC Holdings plc spin-off.

Credentials

Education

  • J.D., Columbia University School of Law, 1994
  • B.A., Brown University, 1986 (magna cum laude)

Admissions

  • Massachusetts
  • New York

Associations

  • Co-Chair, Investment Funds Committee, New York State Bar Association Tax Section
  • Vice Chair, Financial Transactions Committee, American Bar Association Section of Taxation
  • Member, Tax Forum
  • Member, Private Investment Fund Tax Forum

Pamela Lawrence Endreny

Partner, Tax; Private Equity; Private Clients/Trusts and Estates
pamela.endreny@skadden.com