Richard M.Nugent

Partner

New York + 1.212.326.3437

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Richard Nugent is described in Chambers USA as "a highly skilled attorney with strong customer service skills" and in The Legal 500 as "practical, creative, responsive, and a skilled problem solver."

Richard has 25 years experience advising on M&A and private equity deals, spin-offs, and internal restructurings; advising debtors, creditors, and other stakeholders within and outside bankruptcy; and advising on capital markets transactions and partnerships.

Richard represented EagleTree in various private equity transactions; Labcorp in the tax-free spin-off of Fortrea; the Jackson Crossover Group debtholders in the Intelsat bankruptcy, which involved the restructuring of $14.7 billion of prepetition debt; Procter & Gamble (P&G) in its acquisitions of Merck's consumer health business, TULA Life, Farmacy Beauty, and This is L, and its sale of Vidal Sassoon in Greater China; Wabtec in its $11.1 billion Reverse Morris Trust (RMT) with GE Transportation, its acquisition of Nordco, and its Green Bonds and senior notes issuances; Conagra in its $10.9 billion acquisition of Pinnacle Foods and the sales of its direct store delivery snacks business and Peter Pan; the shareholders of Pacific Gas and Electric in its bankruptcy; and the term loan lenders in the iHeart bankruptcy.

Before joining Jones Day, Richard advised P&G on the tax-free RMT dispositions of its specialty beauty business to Coty and its Folgers coffee business to Smucker, the tax-free split-off of Duracell to Berkshire Hathaway, and the sale of Pringles to Kellogg. He also advised the Treasury Department in the General Motors and Chrysler bankruptcies.

Experience

  • Sonepar acquires Echo Electric SupplyJones Day advised Sonepar in the acquisition of Echo Electric Supply, a wholesale electrical distributor ranked in the top 30 of Electrical Wholesaling’s 2024 North America distributors list and headquartered in Council Bluffs, Iowa.
  • P&G signs exclusive agreement with NewsanJones Day advised The Procter & Gamble Company in the exclusive licensing and distribution agreement with Newsan S.A. for the commercialization in Argentina of P&G’s Gillette, Pantene, Head & Shoulders, Downy, Vick, and Cebión brands (among others), as well as for the manufacturing and commercialization of Pampers diapers and Always pads.
  • EagleTree Capital portfolio company acquires Diamond Fiberglass Systems and ServicesJones Day advised EagleTree Capital in the acquisition and financing by portfolio company Andronaco Industries of Diamond Companies - Diamond Fiberglass, a leading designer and manufacturer of fluid management vessels and tanks, and Diamond Services, a leading industrial services business that focuses on non-metallic services, to be rebranded as Diamond Fiberglass Systems and Services.
  • P&G sells Vidal Sassoon brand in Greater ChinaJones Day advised The Procter & Gamble Company in the sale of its Vidal Sassoon hair care consumer products business to Henkel AG & Co. KGaA.
  • Wells Fargo-led syndicate provides $3 billion "Green Loan" revolver secured by eight data center propertiesJones Day represented Wells Fargo Bank, National Association, as administrative agent and lender, and Wells Fargo Securities, LLC, as arranger and green loan coordinator, in connection with a $3 billion syndicated revolving credit facility, the proceeds of which are to be used consistent with Green Loan Principles and secured by eight data center properties across Arizona, Georgia, Nevada, Texas, Virginia, and Washington.
  • Wabtec obtains $225 million term loan facilityJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”), a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial industries, in connection with its $225 million investment-grade term loan facility.
  • Wabtec completes $500 million public offering of Senior NotesJones Day represented Westinghouse Air Brake Technologies Corporation (“Wabtec”), a global provider of value-added, technology-based locomotives, equipment, systems and services for the freight rail and passenger transit industries, as well as the mining, marine, and industrial industries, in connection with its underwritten public offering of $500 million of 5.611% Senior Notes due 2034.
  • Timken acquires Des-CaseJones Day advised The Timken Company in the acquisition of Des-Case Corp., a Nashville, Tenn.-based manufacturer of specialty filtration products for industrial lubricants.
  • Labcorp completes spin-off of FortreaJones Day represented Labcorp (NYSE: LH), a leading global life sciences company, in the spin-off of Fortrea, the newly formed independent Contract Research Organization providing Phase I-IV clinical trial management, market access and technology solutions to pharmaceutical and biotechnology organizations around the world.
  • Fortrea completes $570 million private placement of Senior Secured Notes and obtains $1.5 billion credit facilityJones Day represented Fortrea Holdings Inc., a leading global contract research organization (“CRO”) that provides comprehensive phase I through IV biopharmaceutical product and medical device services, patient access solutions and other enabling services, in connection with the Rule 144A and Regulation S offering of $570 million aggregate principal amount of 7.500% Senior Secured Notes due 2030 and a $1.5 billion senior secured credit facility as part of its spin-off from Laboratory Corporation of America Holdings.
  • Sonepar Group acquires Billows Electric SupplyJones Day represented Sonepar in the acquisition by its U.S. subsidiary, Cooper Electric, of Billows Electric Supply, an electrical distribution business operating 19 branch locations in the Philadelphia, South New Jersey, and Wilmington, Delaware, markets.
  • AAR acquires TraxJones Day advised AAR CORP. in the acquisition of Trax USA Corp., a leading independent provider of aircraft MRO and fleet management software, for a purchase price of $120 million in cash, plus up to a $20 million earn-out payment based on specified adjusted revenues in calendar year 2023 and 2024.
  • Bally's transfers real property assets of two properties to Gaming And Leisure Properties for $635 millionJones Day advised Bally's Corporation on the completion of the previously announced transfer of the real property assets of Bally's Tiverton Casino & Hotel in Tiverton, RI and Bally’s Hard Rock Hotel & Casino Biloxi in Biloxi, MS to GLP Capital, L.P., the operating partnership of Gaming and Leisure Properties, Inc., for $635 million in total consideration, inclusive of $15 million in the form of OP units. Bally's leased back both properties and continues to own, control, and manage all the gaming operations of the facilities on an uninterrupted basis.
  • Sonepar acquires NEDCO SupplyJones Day represented Sonepar, a global market leader in B-to-B distribution of electrical products, in its acquisition of NEDCO Supply, a full-line distributor of electrical products and services operating throughout southern Nevada.
  • Timken amends and restates $1.15 billion credit facilityJones Day represented The Timken Company, a global leader in engineered bearings and industrial motion products, in connection with an amended and restated credit agreement with Bank of America, N.A. and KeyBank, National Association, as co-administrative agents, which consisted of a $750 million revolving credit facility and a $400 million term loan facility.
  • 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.
  • Timken acquires GGB Bearing Technology for $305 millionJones Day advised The Timken Company in the $305 million acquisition of GGB Bearing Technology (GGB), a division of Enpro, Industries (including exclusive negotiations with respect to the French operations of GGB).
  • Marubeni sells global grain business of Gavilon Agriculture InvestmentJones Day advised Marubeni Corporation in the sale of the global grain business of Gavilon Agriculture Investment, Inc. to Viterra Limited, following a reorganization of Gavilon’s structure.
  • Polaris sells Transamerican Auto Parts business to Wheel ProsJones Day is representing Polaris Inc. in the sale of its Transamerican Auto Parts business to Wheel Pros, a designer, manufacturer, and distributor of proprietary branded aftermarket vehicle enhancements for light trucks, SUVs, passenger cars, and ATVs/UTVs, backed by Clearlake Capital Group, L.P.
  • Sonepar sells Vallen Distribution to Nautic PartnersJones Day represented the Sonepar Group – a Paris-headquartered global leader in B-to-B distribution of electrical products, solutions and related services – in the sale of Sonepar's subsidiary business, Vallen Distribution, to Nautic Partners, a middle-market private equity firm based in Rhode Island.

    • The following represents experience acquired prior to joining Jones Day.

    Advised Pfizer in its acquisitions of Wyeth, King Pharmaceuticals, and Embrex and in the sale of its Capsugel business to KKR.

    Advised LyondellBasell in its chapter 11 reorganization case.

    Advised Élan in its combination with Perrigo and its tax-free spin-off of Prothena Corporation.

    Advised Bear Stearns in its sale to JPMorgan Chase.

    Advised Northwest Airlines in its chapter 11 reorganization case and related rights offering.

    Advised Forbes Media on its sale of a majority stake to a group of international investors.

    Advised Yucaipa in the Inner City Media chapter 11 reorganization case.

    Advised Barclays in the Contec chapter 11 reorganization case.

    Advised Icahn as secured lender in the Blockbuster chapter 11 reorganization case.

    Advised CVC Capital Partners in its proposed acquisition of Barclays' iShares unit.

    Advised JPMorgan in the Station Casinos chapter 11 reorganization case and the Centro Properties restructuring.

    View All

    August 2024 Alert

    U.S. Tax Court Invokes Loper Bright for the First Time

    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

    April 2024 Alert

    Administration Finalizes Regulations on Clean Energy Tax Credit Transfers

    September 2023 External Publications

    Awaiting the New Change-of-Control Built-in Gain Rules, Tax Notes

    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 of 2022: Corporate Minimum 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
    View All

    Additional Publications

    Additional Speaking Engagements

    • July 12-14, 2024
      New York State Bar Association Tax Section 2024 Summer Meeting
    • November 15-17, 2023
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2023
    • November 16-18, 2022
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2022
    • May 12-14, 2022
      ABA's Hybrid May 2022 Tax Meeting
    • November 9-11, 2021
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2021
    • January 30 – February 1, 2020
      ABA’s 2020 Midyear Tax Meeting
    • October 16-18, 2019
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2019
    • December 5-7, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Los Angeles 2018
    • November 14-16, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2018
    • October 17-19, 2018
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2018
    • February 7, 2018
      The Tax Cuts and Jobs Act of 2017: How It Affects Your Business
    • December 6-8, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Los Angeles 2017
    • November 15-17, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings Chicago 2017
    • October 18-20, 2017
      PLI's Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings New York 2017

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