CHRISTIAN BRAUSE, a tax partner in the New York office, focuses on advising U.S. and non-U.S. clients on U.S. tax aspects of domestic and international mergers and acquisitions and other major domestic and international transactions, including spinoffs, corporate restructurings, de-SPAC transactions, joint ventures, debt financings, and IPOs, including SPAC IPOs. He also advises clients in respect to the structuring (and restructuring) of alternative investments and the formation of alternative investment vehicles, including private equity funds, hedge funds, and real estate funds. Christian focuses in particular on REITs (including mortgage REITs) as well as GP-stakes transactions. His clients have included, in addition to all major investment banks, KKR, Siris Capital, Clearlake Capital, WCAS, Thoma Bravo, TowerBrook, Wafra and GIC, among others.
Christian has been consistently recognized by Chambers USA for his work in Tax and is also ranked Chambers USA Band 2 in REITs: Tax (2019–2022), where he was lauded as “impressive, smart and thoughtful.” Clients describe him as someone who “thinks deeply about matters and he is generous with his time” and is “thoughtful, responsive, and knows the rules and market well.” He is also recommended in Domestic Tax: East Coast and International Tax in The Legal 500 US 2013, Investment Fund Formation and Management: Private Equity Funds, Real Estate and Construction: Real Estate Investment Trusts (REITs) (2015–2017), Tax: International Tax (2016–2017) and in U.S. Taxes: Non-contentious (2017) in The Legal 500 US. Christian is also recognized in the Tax Directors Handbook 2014.
Christian has represented:
- The underwriters in an aggregate of US$5.0 billion inaugural public offering of senior notes issued by VICI Properties L.P., a wholly owned subsidiary of VICI Properties Inc., used to fund a portion of the purchase price of VICI’s recent acquisition of MGM Growth Properties and to provide long-term financing for VICI’s acquisition of The Venetian Resort Las Vegas and The Venetian Expo
- Pretium Midway Holdco, an investment vehicle owned by Pretium Partners and Ares Management Corporation, in the acquisition of Front Yard Residential Corporation, a publicly traded REIT, in a transaction valued at approximately US$2.4 billion
- Novacap, a portfolio company of Eurazeo, in its acquisition of PCI Synthesis, a leading U.S. pharmaceutical contract development and manufacturing organization (CDMO). Novacap is a global player in pharmaceutical synthesis, advanced specialties, and cosmetics
- Starwood Waypoint Homes, a public REIT, in its combination with Invitation Homes Inc. to create the largest single-family REIT in the United States, with a total enterprise value of approximately US$20 billion
- FelCor Lodging Trust Incorporated, a public REIT, in its merger with RLJ Lodging Trust to form a public REIT with a total enterprise value of approximately US$7 billion
- Nidec in its US$1.2 billion, worldwide acquisition of Emerson’s motors, drives, and electric power generation business
- GIC Pte. Ltd. in connection with numerous co-investments with private equity funds and investments in private equity funds
- Magna International Inc. in connection with its sale of substantially all of its interiors operations (which included 36 manufacturing operations and approximately 12,000 employees located in Europe, North America, and Asia) to Grupo Antolin for approximately US$525 million
- Rouse Properties in the issuance of US$140 million of preferred operating partnership units in connection with Rouse’s acquisition of Carlsbad Mall from Westfield
- Simon Property Group in the public offering of US$1.1 billion of senior notes
- Ventas Inc. and Ventas Realty Limited Partnership in the underwritten public offering of US$500 million of 4.125% senior notes due in 2026
- Markel Corporation in connection with its acquisition of substantially all of the assets of CATCo Investment Management Ltd.
- Starwood Waypoint Residential Trust, a public REIT, in connection with the internalization of its manager and its tax-free merger with Colony American Homes to form a public REIT with a gross asset value of approximately US$7.7 billion
- Strategic Hotels & Resorts, Inc., a public REIT specializing in upscale and luxury hotels and resorts, in its acquisition by Blackstone Real Estate Partners VIII L.P. for about US$6 billion, including debt
- Siris Capital Group, LLC, in connection with its US$1 billion acquisition of Premiere Global Services, Inc.
- 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 initial purchasers, led by Goldman Sachs, in connection with the US$257 million initial public offering of Class A common stock of QTS Realty Trust, Inc., a data-center REIT
- The initial purchasers, led by Deutsche Bank, in connection with the US$300 million high-yield senior debt offering of the operating partnership of QTS Realty Trust, Inc., a data-center REIT
- UCP, Inc. in connection with its US$105 million initial public offering of its Class A common stock
- Dell in the acquisition of StatSoft, Inc., a developer of analytics software products and solutions
- A large U.S. pharmaceutical company in connection with the acquisition of a worldwide consumer business for more than US$16 billion
- A U.S. company in the entertainment industry in connection with its acquisition by another company for more than US$1.5 billion
- A non-U.S. financial institution on the US$1.3 billion sale of some of its subsidiaries in Mexico, Chile, Colombia, and Uruguay to a non-U.S. buyer
- A U.S. company in connection with the sale of one of its worldwide businesses to a non-U.S. private equity investor for more than US$2.5 billion
- An insurance company in connection with the cross-border split-off of certain insurance businesses and a substantial amount of cash to a large shareholder in a tax-free Section 355 exchange for substantially all of the shares of the insurance company owned by the large shareholder (the transaction was valued at approximately US$836 million)
- A U.S. corporation in connection with its acquisition of a REIT for more than US$5 billion in a tax-free cash election merger
- A U.S. fund sponsor in connection with the formation of a U.S.-focused real estate fund with a complex parallel partnership structure and REITs (US$2 billion target)
*Includes matters handled prior to joining Sidley.
Christian is the co-author of the Tax Management Portfolio, “Hedge Funds,” a treatise that discusses U.S. tax issues in connection with the structuring and operation of hedge funds. He is also the author of “Federal Income Tax Aspects of REITs,” which is published annually by the Practising Law Institute.
Christian was a scholar of the German Merit Foundation (Studienstiftung des Deutschen Volkes), and he is a senior member of St. Hugh’s College of Oxford University.