SURESH ADVANI is a partner in Sidley’s Chicago office who focuses on federal income tax matters. Suresh represents domestic and foreign corporations involved in mergers and acquisitions, partnerships and joint ventures, spinoffs and other divisive transactions, financial products, asset securitizations, restructurings of financially-troubled corporations and partnerships, and foreign and domestic securities offerings. Since 2007, he has been named annually in the Tax section of America’s Leading Lawyers for Business published by Chambers USA. Suresh is also recommended for tax in several other publications such as The Legal 500 U.S., The Best Lawyers in America 2013–2021, Tax Directors Handbook and Who’s Who Legal: Corporate Tax Lawyers. He has recently been involved in the following transactions:
- Representing Regal Beloit Corporation in its $9.1 billion Reverse Morris Trust combination with the Process & Motion Control business of Rexnord Corporation (pending).
- Representing Arthur J. Gallagher in its $3.25 billion acquisition of certain Willis Towers Watson reinsurance brokerage operations (pending).
- Representing United Airlines in numerous transactions, including commercial agreements with Boom Supersonic and partnership with and strategic investment in CLEAR.
- Representing MP Materials in its $1.5 billion business combination with Fortress Value Acquisition Corp.
- Representing Hennessy Capital Acquisition Corp. IV in its $2.4 billion business combination with Canoo Holdings Ltd.
- Representing Volkswagen AG in its co-investment with Ford Motor Company in autonomous vehicle technology company, Argo AI, valuing Argo at US $7.1 billion.
- Representing Jones Lang LaSalle Incorporated in its $2 billion merger with HFF, Inc.
- Representing Angie’s List in its merger with HomeAdvisor to form ANGI Homeservices Inc.
- Representing Cabela’s Inc. in its sale to Bass Pro Shops for an aggregate value of $5.5 billion.
- Representing Aon plc in the $4.8 billion sale of its benefits administration platform to Blackstone Group.
- Representing Herc Rentals Inc. in the spinoff of the Hertz Global Holdings, Inc. car rental business from the equipment rental business.
- Representing BorgWarner Inc. in its acquisition of Remy International, Inc. for approximately $1.2 billion.
- Representing NiSource, Inc. in its spinoff of Columbia Pipeline Group, Inc.
- Representing GE Aviation in its joint venture with Woodward, Inc. to develop fuel systems for GE’s large commercial aircraft engine lines.
- Representing Beam Inc. in its sale to Suntory Holdings Limited for approximately $16 billion.
- Representing General Electric Company in connection with its sale of GE Appliances to Haier for approximately $5.4 billion, its acquisition of global infrastructure technology company Dresser for approximately $3 billion, and the termination of its global joint venture with Fanuc, Ltd.
- Representing Aon Corporation in its merger with Hewitt Associates, Inc., its sale of Combined Insurance to ACE Limited, the sale of its Sterling Life Insurance unit to Munich Re, the sale of its warranty business to Onex Corporation, the sale of its U.S. premium finance business to BB&T Corporation, and the sale of certain property/casualty operations to Berkshire Hathaway.
- Representing financial services corporation Marshall & Ilsley Corporation in its $4.25 billion separation of its Metavante unit into a public company. The transaction was structured as a “sponsored spinoff” in which Warburg Pincus, a private equity firm, invested $625 million for 25 percent of the newly public Metavante and Metavante paid Marshall & Ilsley the proceeds of that investment and $1.04 billion from the proceeds of a debt financing.
- Representing Alberto-Culver Company in connection with its sale to Unilever for $3.7 billion, and its previous “sponsored spinoff” transaction in which it spun off its Sally Beauty products business concurrently with an investment in that business by private equity firm, Clayton Dubilier & Rice.
In addition, Suresh regularly advises debtors and creditors on tax aspects of insolvency proceedings and debt restructurings. Representative (public) engagements include Mattress Firm, Inc. (client, Debtor), HCR Manor Care, Inc. (client, Debtor), Key Energy Services Ltd. (client, Debtor), UCI International LLC (client, Debtor), Dynegy Holdings, LLC (client, Debtor), Lee Enterprises, Inc. (client, Debtor), Station Casinos, Inc. (client, Senior Lenders), Tribune Company (client, Debtor); RH Donnelley (client, Debtor); Smurfit-Stone Container (client, Debtor); Merisant (client, Debtor); Budget Rent A Car Corporation (client, Debtor); Meridian Automotive Systems (client, Debtor); Owens Corning (client, Debtor); Federal-Mogul Corporation (client, Debtor); and Pliant Corporation (client, Debtor).
Recent Speaking Engagements:
- “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements” – Practising Law Institute Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings (Nov. 9, 2021)
- “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements” – Practising Law Institute Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Nov. 14, 2019)
- “Interesting Transactions of the Past Year” – Practising Law Institute Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings (Nov. 14, 2019 and Dec. 5, 2019)
- “Interesting Transactions of the Past Year” – Practising Law Institute Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances (May 1, 2019 and May 15, 2019)
- “Tax Reform’s Effect on M&A and Private Equity” – Sidley Webinar (Jan. 11, 2018)
- “Busting Tax-Free Treatment” – Texas Federal Tax Institute (June 11, 2015) and University of Chicago Law School Federal Tax Conference (Nov. 7, 2014)
- “Tax-Free Spin-Offs” – American Bar Association Business Law Section Spring Meeting (Apr. 17, 2015)
- “North-South Transactions” – University of Chicago Law School Federal Tax Conference (Nov. 8, 2013)
- “Acquisition of Troubled Corporations” – American Bar Association Section of Taxation Midyear Meeting (Feb. 17, 2012)
- “Use of LLCs in Corporate Reorganizations” – American Bar Association Section of Taxation Midyear Meeting (Jan. 23, 2010)
- “Top Ten Corporate Tax Planning Tips” – Chicago Bar Association Federal Tax Seminar (Jan. 21, 2010)
- “Debt Restructurings: Federal Income Tax Issues” – Tax Executives Institute (Chicago, Apr. 23, 2009)
- “Asymmetric Acquisitions: Treating the Buyer and Seller Differently in the Same Transaction” – University of Chicago Law School Federal Tax Conference (Nov. 9, 2007)
- “Selected Topics in Federal Income Tax Planning for Financially Troubled Companies” – Chicago-Kent College of Law Federal Tax Institute (Apr. 21, 2006)