William A. Kessler

William Kessler advises a wide variety of public and private companies, including REITs, on federal tax aspects of corporate transactions.

Mr. Kessler advises on a broad spectrum of transactions, with a particular focus on:

• Mergers and acquisitions
• Spin-offs
• Joint ventures
• Securities offerings
• Restructurings and special situations

Mr. Kessler regularly counsels clients on structuring taxable and tax-free mergers, acquisitions, dispositions, and spin-offs, as well as REIT formations, public offerings, and joint ventures.

Prior to law school, Mr. Kessler trained as an accountant and passed the Uniform CPA Examination.

Mr. Kessler’s experience includes advising:

Mergers & Acquisitions

• Entercom in its US$3 billion merger with CBS Radio
• LogMeIn in its acquisition of the GoTo business of Citrix Systems, a provider of collaborative communication solutions for small businesses, via a Reverse Morris Trust transaction
• PDL Biopharma in its sale of Noden Pharma DAC and Noden USA to Stanley Capital for US$48.25 million
• Eldorado Resorts, now Caesars Entertainment, in its US$17.3 billion buyout of Caesars Entertainment Corporation, creating the largest casino and entertainment company in the US
• Eastdil Secured, LLC in its joint venture and recapitalization with Temasek and certain institutional clients of Guggenheim Investments

REITs

• Invitation Homes in its agreement to form a US$375 million venture with Rockpoint Group
• Cole Office & Industrial REIT II in its US$4.9 billion merger with Griffin Capital Essential Asset REIT
• CoreCivic (f/k/a Corrections Corporation of America) in its US$157.5 million acquisition of Avalon Correctional Services, Inc.
• Griffin-American Healthcare REIT II (special committee) in its US$4 billion sale to NorthStar Realty Finance Corp.
• Kilroy Realty Corporation in its public equity offerings
• Ventas Realty in its public equity offerings
• Spirit Realty Capital in its US$3 billion spin-off and creation of a new public company, MTA REIT

Spin-off Transactions

Mr. Kessler has represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

• Delphi Automotive in the spin-off of the Powertrain Systems segment to its shareholders
• Archrock Holdings in its spin-off of the international services and global fabrication businesses of Exterran Holdings
• Demand Media in the tax-free spin-off of its domain services business
• Exterran Holdings, Inc. in its spin-off of its international services and global fabrication businesses, a publicly traded company, to its shareholders

• IRS Relaxes Stock Dividend Safe Harbor for Publicly Offered REITs and RICs in 2020 -  May 18, 2020
• IRS Issues Proposed Regulations on Business Interest Deduction Limitations -  December 19, 2018
• IRS Publishes Ruling Requirements for Certain Tax-Free Spin-Off Monetization Transactions -  October 22, 2018