Kara L. Heggs

Ms. Heggs advises clients on high-value enquiries by U.K. revenue authorities, transfer pricing disputes and competent authority matters, such as advance pricing agreements and mutual agreement procedures.

She also has experience across the full spectrum of international capital markets, corporate and fund matters, and regularly counsels on equity and debt issuances and public and private mergers and acquisitions. In addition, she has worked on transactional matters involving the structuring of joint venture vehicles.

In recognition of her work, she has been named one of Best Lawyers’ Ones To Watch. Representative matters include advising:

• a multinational technology business in HM Revenue & Customs (HMRC) enquiries into the onshoring of intangibles worth approximately $9 billion
• a multinational media business in HMRC enquiries into the onshoring of intangibles, as well as on related competent authority applications under the U.K.-U.S. double taxation convention. Ms. Heggs has also advised this client on several internal reorganisations
• a multinational medical devices business in a long-running enquiry by HMRC into various transactions, including U.K. debt and intangibles transactions, as well as on related competent authority applications under the U.K.-U.S. double taxation convention
• a major U.K. telecoms company on a strategic joint venture comprising complex tax issues, including grouping, capital allowances, consortium relief and international considerations, as well as sector-specific accounting, employment, regulatory and commercial issues
• an international gaming business in several internal reorganisations
• an international media business in establishing its global intragroup licensing and cost-sharing arrangements
• a U.S. financial services company in ending long-running HMRC enquiries
• Waldencast Acquisition Corp. in its three-way merger with Obagi and Milk Makeup at an enterprise value of US$1.2 billion. Ms. Heggs has also advised on the integration of Waldencast plc with Obagi and Milk Makeup, including operational tax matters involving IP, services arrangements and withholding, as well as the renegotiation of credit arrangements
• Hg in connection with its combination of TrustQuay and Viewpoint
• Agroberries (a company invested in by Continental Grain Company) in its investment in BerryWorld’s EMEA and Asia Pacific businesses
• a consortium including The Travelers Companies, Inc., Capital Z Partners Management, LLC and Further Global Capital Management, L.P. as lead equity investors in Fidelis Insurance Holdings Limited’s (Bermuda) newly created US$3 billion premium Managing General Underwriter (MGU) and the MGU’s separation from Fidelis’ existing balance sheet companies
• Odyssey Acquisition S.A. in its:
  • US$1.7 billion merger with BenevolentAI. As a result of the merger, BenevolentAI became a publicly traded company. This is Europe’s largest-ever de-SPAC transaction
  • €300 million (US$356 million) initial public offering of units and listing on Euronext Amsterdam. This is the first Luxembourg incorporated SPAC to be listed on Euronext Amsterdam
• ViacomCBS, Inc. with the U.K. tax aspects of its joint venture with Comcast Corporation called SkyShowtime
• NCR Corporation in its US$1.7 billion acquisition of Cardtronics plc
• ST Energy Transition I Ltd. in its US$288 million initial public offering of SAIL (Stakeholder Aligned Initial Listing) securities consisting of one Class A share and one-half of one redeemable warrant
• H.I.G. Capital, LLC and its portfolio company Highbourne Group (United Kingdom) in Highbourne’s acquisition of SHPEP Ltd.
• Blue Whale Acquisition Corp I in its US$229 million initial public offering of units consisting of one Class A ordinary share and one-fourth of one redeemable warrant
• SDCL EDGE Acquisition Corporation in its US$200 million initial public offering of units consisting of one Class A ordinary share and one-half of one redeemable warrant
• the underwriters in the US$345 million initial public offering of units consisting of one Class A ordinary share and one-half of one redeemable warrant of Investcorp Europe Acquisition Corp I (Cayman Islands)
• United Talent Agency, LLC in its acquisition of Echo Location Talent Agency
• SharkNinja, Inc. in its spin-off from JS Global Lifestyle Company Limited. As a result of the transaction, SharkNinja became a publicly traded company