Noam M. Waltuch

NOAM WALTUCH focuses on advising clients on the structuring and formation of alternative investment funds, including private equity funds, hedge funds, credit funds, secondary funds, real estate funds, venture capital funds, and insurance-linked securities funds. Noam’s experience includes advising sovereign wealth funds on complex U.S. and international tax matters. Noam also represents buyers, sellers, and sponsors in secondaries transactions and GP stake deals in the investment management M&A space. In addition, he works on transactions involving equity and mortgage real estate investment trusts. Noam also represents issuers and underwriters in capital markets transactions, including public and private securities, domestic and cross-border mergers and acquisitions, tax-free reorganizations, joint ventures, and restructurings.

Noam was ranked by Chambers USA as an “Up and Coming” lawyer in New York for Tax (2021–2022). In the 2021 edition, clients noted “he is very client-friendly” and praised Noam’s “deep experience in the field and nuanced understanding of the issues raised.” In 2022, a client emphasized his “responsive and solution-oriented” nature, while another noted that “Noam Waltuch is my first phone call when I need help with a complex matter.”

Representative matters include:

• Orion Resource Partners on the formation of the US$1.8B Orion Critical Mineral Consortium with the U.S. International Development Finance Corporation.
• Orion Resource Partners LP (Orion), a leading global investment firm specializing in the metals and materials critical to sustainable economic growth and energy transition, in a 25% equity investment by fund entities managed by Orion into a US$2.3 billion mining development joint venture with Capstone Copper Corp. (“Capstone”) (TSX:CS) (ASX:CSC), an Americas-focused copper mining company, and a concurrent US$10 million PIPE into Capstone (pending).
• BDT & MSD Partners in connection with their AU$1.6 billion investment in DBG Health, a leading Australian beauty and pharmaceutical company.
• Orion Resource Partners with respect to fund and tax structuring in connection with a US$1.33 billion purchase of assets from Occidental Petroleum Corporation, which included approximately 4.5 million mineral acres and 1 million surface acres.
• Orion Mineral Royalty Fund and Anglo Pacific Group in their joint investment through the making of loans and purchase of royalty interests in an aggregate amount equal to US$140 million in a calcium carbonate mine located in the Dominican Republic and an associated processing facility located in Theodore, Alabama.
• State Board of Administration of Florida (SBA) on a sizable secondary sale consisting of a portion of its legacy private credit portfolio to multiple buyers.
• Jefferies Finance LLC, as borrower and issuer, in its US$1.95 billion bank/bond financing, consisting of a US$950 million senior secured term loan facility and US$500 million priority secured revolving facility, and US$500 million high-yield offering of 6.625% Senior Secured Notes due 2031.
• HarbourVest Partners, a leading global private markets firm, in its lead investment in a US$1.2 billion single-asset continuation vehicle sponsored by Vestar Capital Partners for its stake in Circana, a global information services provider to the consumer and retail ecosystem. Blackstone Strategic Partners acted as co-lead investor in the transaction.
• Azimut Alternative Capital Partners, LLC (AACP), a subsidiary of The Azimut Group, in selling Azimut’s entire stake in Kennedy Lewis Investment Management to Petershill at Goldman Sachs Asset Management. Azimut, through AACP, is active in GP Staking, acquiring minority ownership interests in lower middle market alternative asset managers (private equity, private credit, and real assets).
• Phoenix Merchant Partners, an independent investment firm providing broad financing solutions to the middle-market universe of companies, in its first ever transaction, an innovative financing to Gryphon Holdings, a company involved in quota share non-catastrophic property and casualty reinsurance services. The financing marked the official launch of the Phoenix private credit and lending solutions platform, and provides for the capitalization of the company’s balance sheet and the future growth of its reinsurance program.
• HighVista Strategies LLC, an alternative asset manager investing in private and public markets, in their agreement to acquire the US$4 billion U.S. private markets business of Abrdn Inc. This strategic addition allows the Boston-based manager to expand its team and investment capabilities in specialized markets. 
• MML Capital, a leading international alternatives firm, in connection with strategic investments from Capital Constellation (advised by Wafra) and Investcorp Strategic Capital Group. 
• Kimmeridge Energy to raise Kimmeridge Energy Exploration Fund V, LP, together with its companion fund for tax sensitive investors Kimmeridge Energy Net Profits Exploration Fund V, LP, an oil and gas exploration and production fund with US$800 million in commitments.
• Quantum Energy in raising Quantum Energy Partners VII, which raised approximately US$5.5 billion in capital commitments between Fund VII and a parallel co-investment vehicle, and will focus on investments in the exploration and production of oil and gas assets.
• ACE in a joint venture with BlackRock in connection with the formation and US$800 million private placement of ABR Reinsurance Capital Holdings Ltd., a Bermuda-based reinsurance organization with an alternative asset management strategy; the venture was named “Capital Raising of the Year” and “Launch of the Year” at the 2015 Reactions North America Awards.
• The Special Committee of the Board of Directors of Rouse Properties, Inc. in the acquisition of Rouse by an affiliate of Brookfield Asset Management Inc. in a deal valued at approximately US$2.8 billion.
• Stericyle, Inc. in its US$2.3 billion acquisition of privately held Shred-it International and its post acquisition restructuring.
• AmTrust Financial Services, Inc. in connection with the issuance by of $76,000,000 2.75% Convertible Senior Notes due 2044, 6,600,000 Depositary Shares representing 7.50% Non-Cumulative Preferred Stock, Series D and 5.50% Convertible Senior Notes due 2021.
• Recall Holdings in its US$2.6 billion sale to Iron Mountain.
• The Mark Gordon Company and producer Mark Gordon, in the sale of a 51 percent interest in the company to Entertainment One Ltd. (eOne) for approximately US$133 million in cash and eOne stock.
• The initial purchasers, led by a global banking and financial services company, in connection with the US$300 million high-yield senior debt offering of the operating partnership of a data-center REIT.