Andrea Ramezan-Jackson, Chair of the Washington, D.C. Tax Department, advises public and private companies, private equity funds, and other investors on complex corporate and partnership tax matters, including the development of tax-efficient structures for domestic and cross-border mergers and acquisitions, joint ventures, reorganizations, restructurings, financings, initial public offerings, and Up-C transactions.

Andrea has been recognized by Legal 500 US as a “sought-after tax advisor for Up-C transactions” as well as a Next Generation Partner for her transactional tax work.

Andrea’s complex transactional tax practice has included representation of numerous public and private companies, including the following representative matters:

Up-C Mergers & Acquisitions
  • Cox Enterprise in Cox Communications’ combination with Charter Communications (Nasdaq: CHTR) and Charter Communications Holdings through an Up-C structure
  • Viant Technology Inc. (Nasdaq: DSP) in its acquisition of TVision Insights and IRIS.TV through an Up-C structure
  • CAC Group in its combination with The Baldwin Group (Nasdaq: BWIN) through an Up-C structure
  • Bridge Investment Group (NYSE: BRDG) in Apollo’s (NYSE: APO) acquisition of Bridge’s Up-C structure
  • Sculptor Capital Management (NYSE: SCU) in Rithm Capital’s (NYSE: RITM) acquisition of Sculptor’s Up-C structure
  • Shift4 (NYSE: FOUR) in its acquisition of The Giving Block through an Up-C structure
  • Bioventus (Nasdaq: BVS) in its acquisition of Misonix (Nasdaq: MSON) through an Up-C structure
  • P3 Health Partners (Nasdaq: PIII) in its Up-C business combination with Foresight Acquisition Corp.
  • Marketwise (Nasdaq: MKTW) in its Up-C business combination with Ascendant Digital Acquisition Corp.
  • GSR II Meteora Acquisition Corp. in its Up-C business combination with Bitcoin Depot
  • Rice Energy Inc. in its acquisition of Vantage Energy through an Up-C structure
  • Silver Run Acquisition Corporation II in its Up-C business combination with Alta Mesa Holdings and Kingfisher Midstream
  • Silver Run Acquisition Corporation in its Up-C business combination with Centennial Resources
Up-C IPOs
  • Yesway (Nasdaq: YSWY) in its Up-C IPO
  • Black Rock Coffee Bar (Nasdaq: BRCB) in its Up-C IPO
  • Lincoln International (NYSE: LCLN) in its Up-C IPO
  • WhiteHawk Income Corporation (Nasdaq: WHK) in its Up-C IPO
  • Smith Douglas Homes Corp. (NYSE: SDHC) in its Up-C IPO
  • Underwriters in Medline Inc.’s (Nasdaq: MDLN) Up-C IPO
  • Underwriters in SOLV Energy, Inc.’s (Nasdaq: MWH) Up-C IPO
  • Underwriters in AEVEX Corp.’s (NYSE: AVEX) Up-C IPO
  • Underwriters in Cardinal Infrastructure Group’s (Nasdaq: CDNL) Up-C IPO
  • Solo Brands Inc. (OTCQB: SBDS) in its Up-C IPO
  • Brilliant Earth Group, Inc. (Nasdaq: BRLT) in its Up-C IPO
  • Underwriters in Dutch Bros, Inc.’s (NYSE: BROS) Up-C IPO
  • Underwriters in Portillo’s (Nasdaq: PTLO) Up-C IPO
  • Bioventus Inc. (Nasdaq: BVS) in its Up-C IPO
  • GoHealth, Inc. (Nasdaq: GOCO) in its Up-C IPO
  • Camping World Holdings’ (NYSE: CWH) in its Up-C IPO
  • Scientific Games and SciPlay in the Up-C IPO of SciPlay (Nasdaq: SCPL), a subsidiary of Scientific Games
  • Underwriters in the Up-C IPO of BellRing Brands (NYSE: BRBR), a subsidiary of Post Holdings, Inc.
  • Neff Corp’s (Nasdaq: NEFF) in its Up-C IPO
Other Mergers & Acquisitions, including Private Equity
  • CoStar (Nasdaq: CSGP) in the following transactions:
    • Acquisition of Zonda
    • Acquisition of Matterport (Nasdaq: MTTR)
    • Acquisition of Homes.com
    • Acquisition of Homesnap, Inc.
  • Edgewell Personal Care Company (NYSE: EPC) in its sale of its feminine care business to Essity
  • Driven Brands (Nasdaq: DRVN) in the sale of its U.S. car wash business
  • Athene Holding Ltd. (NYSE: ATH) in its sale to Apollo Global Management (NYSE: APO)
  • Nscale in the following transactions:
    • Acquisition of American Intelligence & Power Corporation, including the Monarch Compute Campus and associated AI power infrastructure
    • Acquisition of Anyscale, an AI compute platform founded by the creators of Ray
  • Figure Technology Solutions (Nasdaq: FIGR) in its acquisition of Kiavi as well as its initial public offering
  • SIMON Markets in its sale to iCapital
  • Trumid in its growth capital investment led by Dragoneer Investment Group
  • Broadcom Limited (Nasdaq: AVGO) in its acquisition of Brocade Communications Systems, Inc.(Nasdaq: BRCD)
  • Broadcom Limited (formerly Avago Technologies) (Nasdaq: AVGO) in its acquisition of Broadcom Corporation (Nasdaq: BRCM)
  • SK Capital Partners and its affiliates in the following transactions:
    • Acquisition of Valtris Specialty Chemicals from H.I.G. Capital
    • Acquisition, alongside Edgewater Capital Partners, of Saint-Gobain’s Crystals business
    • Acquisition of Milestone Environmental Services
    • Acquisition of Parker Hannifin’s North America Composites & Fuel Containment division
    • Sale of Luxium
    • Sale of Axillon Aerospace’s Fuel Containment business
    • Sale of Milestone Environmental Services
  • Summit Partners in the following transactions:
    • Significant investment in 48forty Solutions
    • Majority growth investment in Insurcomm
    • Significant investment in Brazilian fintech company Celcoin
    • Significant investment in OTR Solutions
  • PSG Equity in the following transactions:
    • Investment in Real Estate Business Analytics
    • Investment in AppHub
    • Investment in 4me
    • Investment in SavvyMoney
  • The Carlyle Group in the following transactions:
    • Acquisition and sale of Landmark Aviation
    • Acquisition of DuPont Performance Coatings (known as Axalta Coating Systems (NYSE: AXTA))
    • Acquisition of Novetta Solutions
    • Acquisition (together with BC Partners) of the Milton Roy, Sullair and Sundyne industrial products businesses (now known as Accudyne Industries) Corporation
    • Acquisition and sale of Pharmaceutical Product Development Inc.
    • Sale of ARINC Inc.
    • Sale of the Sequa Automotive Group
  • Onex Partners in its sale of Gates Corporation

Bar Qualification

  • District of Columbia

Education

  • LLM (Taxation), New York University School of Law, 2005
  • JD, West Virginia University College of Law, 2004
    Order of the Coif, Editor-in-Chief, West Virginia Law Review
  • BSBA in Finance, West Virginia University, 2000
    magna cum laude