Andrew Carlon is a partner in Cadwalader’s Tax Department. His practice focuses on assisting clients with the tax aspects of mergers and acquisitions and other corporate transactions. He regularly advises on private company acquisitions and dispositions, joint ventures, taxable and tax-free public company transactions, cross-border restructurings, and spin-offs, including pro rata spin-offs, split-offs, Morris Trust spin-merge transactions and IPO-spin combinations.
In addition to his M&A work, Carlon also routinely advises on both public debt and equity offerings and syndicated lending transactions.
Andrew received a B.S.F.S., magna cum laude, from Georgetown University in 2003 and a J.D. from the University of Virginia School of Law in 2007, where he was an articles editor of the Law Review and was elected to the Order of the Coif. At Virginia, he was also awarded the Roger and Madeleine Traynor Prize and the Robert E. Goldsten Award for Distinction in the Classroom. Following graduation, Andrew served as a law clerk to Hon. Milan D. Smith, Jr. of the United States Court of Appeals for the Ninth Circuit in El Segundo, California.
- AerCap in its $30 billion acquisition of GE Capital Aviation Services, its $28 billion acquisition of International Lease Finance Corporation from American International Group, and multiple offerings of high-yield and hybrid securities
- Alliant Techsystems in its spin‑off of its Sporting Group to its shareholders and merger of its Aerospace and Defense Groups with Orbital Sciences through a tax‑free Morris Trust merger of equals, and in its $985 million acquisition of Bushnell Group
- Archer Daniels Midland Company in its proposed recommended $3.5 billion bid for GrainCorp
- Ashland in the IPO and tax-free separation of its Valvoline business
- Barnes & Noble in its spin‑off of Barnes & Noble Education, the parent of Barnes & Noble College, and its acquisition of Microsoft’s preferred interest in NOOK Media
- Daily Mail and General Trust's £1.425 billion sale of Risk Management Solutions to Moody's
- Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin
- DTE Energy in the $7 billion spin‑off of its midstream business (DT Midstream)
- Genpact in a $1 billion investment by Bain Capital and its $550 million acquisition of Headstrong
- Grupo Villar Mir and its subsidiary Grupo FerroAtlántica in its combination with Globe Specialty Metals
- H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company
- Honeywell in its $300 million sale of Honeywell Technology Solutions to KBR, the spin‑off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its $90 billion proposal to acquire United Technologies
- IBM in numerous acquisitions and dispositions, including its acquisition of The Now Factory and the $2.3 billion sale of its x86 server business to Lenovo
- Integrys Energy in its $9.1 billion tax‑free acquisition by Wisconsin Energy
- Johnson & Johnson in its $19.7 billion acquisition of Synthes
- The Jones Group in its $2.2 billion sale to Sycamore Partners and its acquisition of Stuart Weitzman
- Jose Cuervo in its $205 million acquisition of Pendleton Whisky brands
- Lender Processing Services in its $4.3 billion sale to Fidelity National Financial
- The transaction committee of the board of directors of Norwegian Cruise Line in its $3.025 billion acquisition of Prestige Cruises International
- Peugeot in its $50 billion merger with Fiat Chrysler to form Stellantis
- RELX Group in its acquisitions of Shadow Health, BehavioSect and ID Analytics, and its joint venture with Knowable
- Starbucks in its commercial arrangement with Oprah Winfrey and its investment in Square, Inc.
- Starwood Hotels in its $13.3 billion sale to Marriott International
- Temasek in its investment in Virtu Financial
- The Walt Disney Company in its acquisition of 21st Century Fox, its sale of the Fox Regional Sports Networks to Sinclair and the sale of its interest in the YES Network to an investor group including the Yankees and Sinclair, Endemol Shine’s acquisition by Banijay Group, the sale of FoxNext Games to Scopely and the sale of Fox TeleColombia & Estudios TeleMexico to ViacomCBS
- White Mountains Insurance in its majority investment in TRANZACT for a purchase price of $178 million
*Certain representations occurred prior to Andrew's association with Cadwalader.
