Edward S. Wei is a tax partner at Cadwalader, Wickersham & Taft LLP who represents clients in a wide range of complex U.S. and international tax matters, including taxable and tax-free mergers and acquisitions involving C corporations, S corporations, LLCs and partnerships, tax-free spin-offs, the formation and ongoing operation of private funds and partnerships, publicly traded partnerships, joint ventures, initial public offerings, real estate transactions including REITs and UPREITs, equity and debt financings, derivatives, and bankruptcies and restructurings.
The Legal 500 has recognized Ed as a “Next Generation Lawyer” in both the “U.S. Tax (Non-Contentious)” and “International Tax” categories. Ed has publicly spoken on a variety of topics, including inversion transactions, recourse and nonrecourse debt for partnerships, and mergers and acquisitions of pass-through entities (S corporations, partnerships and LLCs).
Ed received a J.D., cum laude, from Harvard Law School, an LL.M from the University of Cambridge (Jesus College) and a B.A., summa cum laude and Phi Beta Kappa, from Columbia University. He is admitted to practice in the State of New York.
Corporate Spin-Off, Split-Off and Reverse Morris Trust (RMT) Transactions
- Procter & Gamble Co. in the split-off and tax-free merger of its Specialty Beauty business with Coty Inc. in a Reverse Morris Trust transaction valued at $12.5 billion.
- Procter & Gamble Co. in the tax-free exchange of its Duracell business for P&G shares held by Berkshire Hathaway valued at $4.7 billion.
- Procter & Gamble Co. in its proposed tax-free distribution and acquisition of its snack business (Pringles) by Diamond Foods Inc. valued at $2.35 billion.
- Weyerhaeuser Company in its distribution and acquisition of its fine paper business by Domtar Inc. in a Reverse Morris Trust transaction valued at $3.3 billion.
- Élan Pharmaceuticals in its demerger of Prothena Corporation PLC.
- Time Warner in connection with its split-off of the Atlanta Braves, Leisure Arts and cash to Liberty Media valued at $1.5 billion.
Public Company M&A
- Salix Pharmaceuticals, Ltd. in its $15.6 billion acquisition by Valeant Pharmaceuticals International, Inc.
- Ashford Hospitality Trust, Inc. (REIT) in its $1.27 billion proposal to acquire FelCor Lodging Trust Incorporated (REIT) and the related combination of their operating partnerships.
- The Medicines Company in its agreement to divest three of its marketed cardiovascular products and related assets to Chiesi Farmaceutici S.p.A., for up to $792 million.
- Salix Pharmaceuticals in its terminated combination with a subsidiary of Cosmo Technologies.
- Quest Software Chairman and CEO Vincent Smith in the $2.4 billion sale of Quest Software to Dell.
- Procter & Gamble Co. in its sale of the Pringles Group to Kellogg for $2.7 billion.
- Dayton Power and Light in its $4.6 billion sale to AES Corporation.
- Universal Health Services Inc. in its $3.1 billion acquisition of Psychiatric Solutions Inc.
- Embarq in its $11.6 billion merger with CenturyTel.
- Mylan Inc. in its acquisition of Bioniche Pharma Holdings Limited for $550 million.
- Applebee in its $2.1 billion sale to IHOP.
- Royal KPN in its cash tender offer for iBasis.
- Cincinnati Bell in its acquisition of CyrusOne for $525 million.
- Community Bank System, Inc. in its $352 million acquisition of Merchants Bancshares, Inc. and $140 million acquisition of Northeast Retirement Services, Inc.
- Community Bank System, Inc. in its definitive agreement to acquire Kinderhook Bank Corp., parent company of The National Union Bank of Kinderhook, in an all cash transaction valued at approximately $93.4 million.
- Seacoast Banking Corporation of Florida in its acquisitions of Floridian Financial Group, Inc. and GulfShore Bancshares, Inc.
- The Medicines Company in its agreement to sell its infectious disease business to Melinta Therapeutics, Inc. for $270 million and royalty payments on net sales of the pharmaceutical products sold to Melinta in the transaction.
Private Fund and Private Company M&A (including Going-Private Transactions)
- Various investment funds on a variety of operational and investment tax issues.
- Guggenheim Partners’ on the formation of Pillar Capital Partners I LLC.
- Cindat Capital Management and China Cinda (HK) Asset Management Co. Ltd on the formation of their fund vehicles and execution of their acquisitions to invest in various U.S. real property, including 125 Greenwich Street, New York, 100 East 53rd Street, New York and 311 South Wacker Drive, Chicago.
- The management team of Medpace Holdings, Inc. in connection with its leveraged recapitalization sponsored by Cinven Ltd. in a transaction valued at $915 million.
- Manor Care in its $6.3 billion acquisition by The Carlyle Group.
- JP Morgan, Dell’s financial advisor, in connection with Dell’s $24.9 billion acquisition by Michael Dell and Silver Lake Partners.
- First Quality on the formation of a joint venture, Ecopack Green Box Holdings LLC, with Ecopack.
- TrailStone Energy on its formation of a joint venture, HGTS, LLC, with Highgate Power.
- Bristol-Myers Squibb in its sale of its medical imaging unit to Avista Capital for $525 million.
- Magnesita Refratários in its acquisition of LWB Refractories for $938 million from Rhone Capital LLC.
- fusionZONE Automotive in its majority recapitalization by Primus Capital.
- Symplicity Corporation in its sale to H.I.G. Capital.
- Dover Corporation in the reorganization and sale of its business unit, Texas Hydraulics, Inc. to Wynnchurch Capital.
- Sompo International in its agreement to purchase the operating subsidiaries of Lexon Surety Group LLC.
- The Dagim-Go Fish LLC in its sale of The Fishing Company of Alaska, Inc. to Ocean Peace, Inc. and O’Hara Corporation.
- Nuvox in its acquisition by Windstream for stock and cash valued at $647 million.
- Genpact Limited in its acquisition of OnSource LLC and TandemSeven, Inc.
- Acorda Therapeutics in its acquisition of Civitas Therapeutics for $525 million.
- AngioDynamics in its acquisition of Navilyst Medical for $372 million.
- Towers Watson in its acquisition of Extend Health for $435 million.
- BankUnited, Inc. in its acquisition of the Small Business Finance Unit of Certus's Small Business Finance Unit.
- Cigna Corporation in its acquisition of QualCare Alliance Networks and Sterling Insurance Company.
Capital Market Transactions
- The Medicines Company in connection with the public offering of $402.5 million of convertible senior notes, due 2023, with a related “capped call” transaction.
- Ashford Hospitality Prime, Inc., a REIT, in connection with the public offering of cumulative convertible preferred stock.
- Cigna Corporation in connection with an offering of $900 million of notes due 2025.
- Howard Hughes Corporation in connection with an offering of $800 million of notes due 2025 and a tender offer for $750 million of notes due 2021.
- The Howard Hughes Corporation in connection with an offering of $200 million of senior notes.
- Safe Bulkers, Inc. in its public offering of common shares
- Underwriters in Freescale Semiconductor’s offering of $5.95 billion in toggle and non-toggle notes.
- Certain noteholders in the tender offer and consent solicitation of Consmin’s Senior Notes due 2020.
- ATP Oil & Gas in its offering of convertible preferred stock.
- OSG America L.P. in its initial public offering as a master limited partnership.
Bankruptcies and Restructurings
- Ad Hoc Committee of Convertible Noteholders of Roust Corporation in connection with a pre-packaged Chapter 11 plan.
- The Informal Bondholder Group in the pre-packaged case of Homer City Funding LLC.
- Vertis Holdings, Inc. in connection with its Chapter 11 case, including the section 363 sale of substantially all of Vertis’ assets to Quad/Graphics, Inc.