William A. Kessler

  • Counsel
  • Ewilliam.kessler@lw.com
  • 10250 Constellation Blvd.
  • Suite 1100
  • Los Angeles, CA 90067
  • USA
  • T +1.213.891.7554
  •  
 

Profile

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.

Experience

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

Thought Leadership

  • 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
Selected as a Southern California Rising Star for tax.Super Lawyers 2017-2019
Bar Qualification
  • California
Education
  • JD, University of Southern California, 2011
    Order of the Coif; Law Alumni Award
  • MBT, University of Southern California, 2008
  • BS, University of Southern California, 2007
    summa cum laude
Industries
  • REITs
Practices
  • Transactional Tax
  • Tax
  • Tax-Exempt Organizations
  • International Tax