Tatsuro T. Yamamura

Mr. Yamamura regularly counsels on domestic and cross-border tax issues, including post-acquisition integration, internal restructurings and matters involving financial institutions. He also has extensive experience advising clients on a variety of international tax issues, including inbound tax planning, redomiciliation transactions, the base erosion and anti-abuse tax (BEAT) planning, transfer pricing, subpart F income and foreign tax credit utilization.

Mr. Yamamura also frequently represents clients in connection with various corporate transactions, including mergers, acquisitions, cross-border deals, deals involving financially troubled businesses, and spin-offs and other tax-efficient divestitures.

Representative experience in mergers and acquisitions and spin-offs includes advising:

• Spirit AeroSystems Holdings, Inc. on its $8.3 billion acquisition by The Boeing Company
• MasterBrand, Inc. on its acquisition of American Woodmark Corporation at an enterprise value of $3.6 billion
• Intelsat S.A. on its $3.1 billion acquisition by SES S.A.
• Cardinal Health, Inc. on its $2.8 billion acquisition of a majority stake in GI Alliance (GIA) from GIA physicians and funds managed by affiliates of Apollo Global Management, Inc.
• Kaman Corporation on its $1.8 billion going-private acquisition by Arcline Investment Management LP
• ONEOK, Inc. on its $1.2 billion sale of three interstate natural gas pipeline systems to DT Midstream, Inc.
• Becton, Dickinson and Company on the tax aspects of:
  • the spin-off and merger of its biosciences and diagnostic solutions business with Waters Corporation via a Reverse Morris Trust transaction
  • the tax-free spin-off of its diabetes care business into an independent, publicly traded company called Embecta Corp.
• The Magnum Ice Cream Company N.V. on its $9.1 billion separation, demerger and spin-off from Unilever PLC

Mr. Yamamura has also advised on the tax aspects of troubled company restructuring matters such as:

• Castlelake, L.P. on its investment as part of a consortium of bidders for a $1.2 billion debt and equity investment in the reorganized Scandinavian Airlines to be implemented pursuant to a Chapter 11 plan and Swedish reorganization proceeding
• Oaktree Capital Management, L.P. in connection with the comprehensive recapitalization of its investment in Neovia Logistics Services, LLC. and substantial deleveraging of the Neovia’s balance sheet through the equitization of $420 million of debt

In recognition of his work, Mr. Yamamura has been named one of Best Lawyers’ Ones To Watch in America.