Andrew M.Eisenberg

Partner

Washington + 1.202.879.5576

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Andrew Eisenberg has advised clients for the past 25 years on federal income tax issues related to corporate mergers and acquisitions. His practice includes taxable and tax-free stock and asset acquisitions and dispositions, post-acquisition restructurings, incorporation transactions, liquidating and non-liquidating distributions, application of the consolidated return regulations, and general tax consequences of transactions between shareholders and corporations. Andrew protects client interests in the drafting of tax provisions of deal documents. He also has extensive experience practicing before the U.S. Treasury Department and the Internal Revenue Service, including representing clients in the private letter ruling process.

Andrew advised Reynolds American Inc in its $49 billion combination transaction with British American Tobacco, Parker-Hannifin in its $4.3 billion acquisition of CLARCOR, Intersil in its $3.2 billion acquisition of Renesas Electronics, Newell Brands in its $16 billion acquisition of Jarden, and Itron in its $830 million acquisition of Silver Spring Networks.

Prior to joining Jones Day, Andrew was a partner in the national tax office of a Big Four accounting firm and an attorney-advisor in the Office of Associate Chief Counsel (Corporate) of the Internal Revenue Service, where his responsibilities included drafting income tax regulations and other published guidance. Andrew is the lead author of Federal Taxation of Corporations and Shareholders (Wolters Kluwer 2012). He is an adjunct professor of taxation at Georgetown University Law Center and teaches advanced corporate reorganizations. Andrew also speaks frequently on PLI, TEI, and various bar association panels on taxation topics.

Experience

  • STERIS enters into replacement $1.1 billion revolving credit facilityJones Day represented STERIS plc and its affiliates in connection with a replacement $1.1 billion revolving credit facility with JPMorgan Chase Bank, N.A., as administrative agent.
  • Guardian Pharmacy Services completes $128.8 million IPO and pre-IPO corporate reorganizationJones Day represented Guardian Pharmacy Services, Inc., a leading long-term care pharmacy services company, in connection with its $128.8 million initial public offering (“IPO”) and pre-IPO corporate reorganization.
  • STERIS sells dental segment to an affiliate of Peak Rock CapitalJones Day advised STERIS Plc in the $787.5 million sale of Dental segment to Peak Rock Capital, a leading middle-market private investment firm.
  • WEG acquires industrial electric motors and generators business from Regal Rexnord CorporationJones Day advised WEG S.A. in the $400 million acquisition of the industrial electric motors and generators business of Regal Rexnord Corporation.
  • AGS Agunsa invests in Omni Transloading & Logistics and Omni Bulk ServicesJones Day advised AGS Agunsa, the North American arm of Agunsa and a key player within the Empresas Navieras Group, in the acquisition of a significant equity interest in Omni Transloading & Logistics and Omni Bulk Services.
  • AGS invests in A.R. SAVAGE COMPANYJones Day advised AGS Agunsa, the North American arm of Agunsa and a key player within the Empresas Navieras Group, in the acquisition of a significant equity acquisition in AR SAVAGE COMPANY LLC, along with its associated companies and subsidiaries.
  • ETS acquires PSIJones Day advised Educational Testing Service (ETS) in its acquisition of PSI Services LLC, a global leader in test development and delivery across workforce certification and licensure.
  • Eastman Chemical Company sells Texas City operations to INEOS Acetyls for $490 millionJones Day advised Eastman Chemical Company (NYSE: EMN) on the sale of its Texas City operations to INEOS Acetyls, a global manufacturer and supplier of acetic acid and related chemicals owned by the INEOS Group for approximately $490 million.
  • PureCycle Technologies completes $250 million Green Convertible Senior Notes offeringJones Day represented PureCycle Technologies, Inc., in connection with a Rule 144A offering of $250 million aggregate principal amount of 7.25% Green Convertible Senior Notes due 2030.
  • Diebold Nixdorf obtains $1.25 billion senior secured exit credit facilityJones Day represented Diebold Nixdorf, Incorporated, a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, in connection with a new $1.25 billion senior secured term loan facility as part of it’s emergence from chapter 11 bankruptcy and other domestic and foreign court-supervised restructuring proceedings.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Diebold Nixdorf obtains $1.25 billion senior secured superpriority DIP credit facilityJones Day is representing Diebold Nixdorf, Incorporated (the “Company”), a multinational financial and retail technology company that specializes in the sale, manufacture, installation, and service of self-service transaction systems (such as ATMs and currency processing systems), point-of-sale terminals, physical security products, and software and related services for global financial, retail, and commercial markets, and certain of its domestic and foreign subsidiaries (collectively, the “Debtors”) in (i) a pre-packaged chapter 11 proceeding in front of the U.S. Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”), (ii) a scheme of arrangement by Diebold Nixdorf Dutch Holding B.V. (the “Dutch Issuer”) and the related voluntary proceeding in front of the District Court of Amsterdam under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord), and (iii) an anticipated proceeding commenced by the Dutch Issuer under chapter 15 in the Bankruptcy Court, seeking recognition of such scheme of arrangement.
  • ABS sells technical inspection service line to ApaveJones Day advised ABS Group of Companies, Inc. in the sale by one of its subsidiaries, ABSG Consulting, Inc., of its technical inspection service line to Apave Group, an international inspection group.
  • Ansys acquires DiakoptoJones Day advised Ansys in the acquisition of Diakopto, a provider of differentiated EDA solutions to accelerate integrated circuit (IC) development.
  • Evoqua merges with Xylem in $7.5 billion all-stock transactionJones Day advised Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • Maxeon Solar Technologies completes public offering of $241.2 million of Ordinary Shares and concurrent private placement of $42 million of Ordinary SharesJones Day represented Maxeon Solar Technologies, Ltd., one of the world’s leading global manufacturers and marketers of premium solar power technology, in a public offering of 8,613,500 Ordinary Shares, consisting of 5,620,000 Ordinary Shares offered by Maxeon and 2,993,500 Ordinary Shares offered by an affiliate of TotalEnergies SE, one of Maxeon’s existing shareholders.
  • Glennis Solutions, Enquire, and Sherpa CRM join forces to create market-leading senior living software platformJones Day advised Glennis Solutions in its merger with Enquire and Sherpa supported by a strategic investment from Rubicon Technology Partners, a leading private equity firm based in Boulder, Colorado, renamed as Aline, that is focused exclusively on investing in and growing enterprise software companies.
  • Ansys acquires automotive simulation channel partner DYNAmoreJones Day is representing Ansys, Inc. in the acquisition of the DYNAmore business (“DYNAmore”), a Stuttgart, Germany-headquartered company who has historically distributed Ansys’ LS-DYNA crash test simulation software to virtually all major European car manufacturers.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day advised Roper Technologies, Inc. on the sale of a majority stake in its industrial businesses, including its entire Process Technologies segment and the industrial businesses within its Measurement & Analytical Solutions segment, to an affiliate of Clayton Dubilier & Rice, LLC, for $2.6 billion in cash and contingent consideration of up to $51 million.
  • Deezer invests to create livestreaming powerhouse as Driift acquires DreamstageJones Day advised Deezer S.A. in its £4 million investment in the merger of Driift and Dreamstage, creating a livestreaming powerhouse.
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    July 2024 Commentary

    Treasury Department Finalizes 1% Corporate Stock Buyback Tax Reporting Rules

    May 2024 Alert

    Internal Revenue Service Alters Its View on Section 355 Spin-Offs

    MAY 2024 Commentary

    New Guidance from the Treasury Department on 1% Corporate Stock Buyback Tax

    July 2023 Alert

    IRS Updates Fast-Track Program for Certain Corporate Tax Rulings

    January 2023 Commentary

    Interim Guidance from the Treasury Department on the 1% Corporate Stock Buyback Tax

    August 2022 Commentary

    Inflation Reduction Act Imposes New Tax on Corporate Stock Repurchases

    January 2022 Alert

    New Fast-Track IRS Guidance for Spin-Offs and Other Corporate Transactions

    June 2019 Commentary

    Warning: U.S. Tax Regulations Impact Completed Foreign Sales Retroactively and Domestic Partnerships

    August 2018 Alert

    Proposed Treasury Regulations Provide Details on U.S. Tax Reform's Transition Tax

    January 2018 Jones Day Publications

    The U.S. Tax Cuts and Jobs Act: Fundamental Changes to Business Taxation
    View All

    Additional Speaking Engagements

    • October 18-20, 2016
      November 2-4, 2016
      December 7-9, 2016
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2016
    • November 17, 2015
      TEI Dallas Chapter Tax Seminar
    • June 22-23, 2015
      Recent Developments in Subchapter C, M&A and Inversions, 2015 TEI Region III Conference
    • March 2015
      BIO Conference on International Taxation in the Biopharmaceutical Industry
    • September 15, 2010
      Mastering Mergers and Acquisitions, NBI Webcast
    • April 12, 2007
      Continuity of Interest Regulations, Tax Management Corporate Tax and Business Planning Review Luncheon
    • August 2006
      Prop. Treas. Reg. sections
      1.368-1(d) and -2(k), Internal Revenue Service and the U.S. Dept. of Treasury
    • April 2006
      Basis Recovery in a Section
      302(d) Redemption, DC Bar Tax Section

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