Angelo Ciavarella

"Angelo Ciavarella is an excellent international tax practitioner. He knows the panoply of US international tax rules and understands how they interact with non-US tax rules. I value his technical but practical advice."
Legal 500 USA, Tax: International Tax client

"Angelo Ciavarella is a top-flight transactional lawyer. He has decades of experience working on many complex matters. He understands how to combine technical expertise with practical tax advice. Unfortunately, this combination is fairly rare in transactional tax practice."
Legal 500 USA, Tax: US taxes: non-contentious client

Angelo is a tax partner in the firm’s New York office. His practice focuses on advising clients on a wide range of tax matters, with particular emphasis on domestic and international corporate and partnership transactions, such as mergers, acquisitions, and divestitures, including tax-free reorganizations, spinoffs, leveraged buyouts, joint ventures, financings, and restructurings, as well as equity-based compensation arrangements. Angelo also advises U.S. and non-U.S. clients in connection with structuring cross-border transactions and investments, including choice of entity, withholding tax, and tax treaty implications. In addition, Angelo regularly advises sponsors, managers, and investors on the tax aspects of the formation and operation of private equity, venture capital, real estate, and hedge funds and investments made by those funds. Angelo is also a member of On-Chain: Reed Smith’s Crypto & Digital Assets Group. His recent experience includes analyzing and advising on tax related issues with respect to cryptocurrency related fund structures and blockchain lending and decentralized finance transactions (including the tax consequences associated with crypto mining and crypto lending). Angelo also advises clients in connection with capital market transactions, including debt and equity offerings and other financial instruments.

Experience

Representative matters

Represented Meta Financial Group, Inc. and MetaBank, a federally chartered stock savings bank in acquiring Crestmark Bancorp, Inc. and Crestmark Bank, a Michigan state-chartered bank, pursuant to a tax-free merger.

Represented Patheon Inc. in its acquisition of Banner Pharmacaps, a global specialty life sciences company, for $255 million.

Represented Essex Woodlands Health Ventures, a healthcare and life-sciences focused fund, in a strategic partnership with Smith & Nephew, a UK based public company, to acquire a 51% interest in Smith & Nephew’s orthobiologics business, creating a new leading orthobiologics company, Bioventus.

Represented Patheon Inc. in its acquisition of Banner Pharmacaps, a global specialty life sciences company, for $255 million.

Represented management in connection with the acquisition by A-S Parent, Inc. (a KKR-managed portfolio company) of Alliant Holdings, an insurance holding company, from Blackstone Capital Partners V, L.P.

Represented UBS Investment Bank and MLV & Co. as the underwriters in the public offering of 1,000,000 depositary shares of Magnum Hunter Resources Corporation, each representing a 1/1,000th interest in a share of 8% Series E Cumulative Convertible Preferred Stock, par value $0.01 per share

Represented RocketHub in connection with its merger with a subsidiary of EFactor Group, resulting in RocketHub being a wholly-owned subsidiary of EFactor.

Advised Myanmar Investments Limited , an investing company with a focus on Myanmar, on the admission of its shares and warrants to trading on the AIM Market of the London Stock Exchange and associated fundraising of approximately US$6 million.

Represented Base Equity Partners in connection with its sale of Jolyn Clothing Holding Company, a leading designer and distributor of branded women’s swimwear and athletic apparel.

Represented NextGen Growth Partners in connection with its acquisition of MHW Ltd., an importer and distributor of beer, wine and spirits.

Represented Chicago Pacific Founders and its portfolio companies in connection with their acquisition of multiple veterinary practices throughout the United States.

Represented KCM Capital in connection with its acquisitions of Industrial Valve Services (a leading regional provider of specialty valve repair services and products) and Atlantic Beverage Company (a leading specialty importer and distributor of food and beverage products).

Represented Pfingsten Partners in connection with its acquisition of multiple portfolio companies, including Rapid Air (a compressed air piping manufacturing and distribution business), Full Spectrum (a national, brand agnostic service provider for laboratory instruments) and Lumenier (a designer, manufacturer and online retailer of drone equipment and components).

Represented North Branch Capital in connection with its acquisition of multiple portfolio companies, primarily operating in industrial businesses.

Represented Sizmek, Inc., a leading independent buy-side advertising platform, in disposing of multiple business divisions through bankruptcy proceedings.