William A. Kessler

william.kessler@lw.com

+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

Healthpeak Properties in its pending US$21 billion merger with Physicians Realty Trust, a self-managed health care real estate company
Realty Income in its pending merger with Spirit Realty Capital, a REIT that invests in single tenant and commercial real estate facilities
Realty Income Corporation in its US$950 million investment in The Bellagio Las Vegas
Hersha Hospitality Trust in its US$1.4 billion acquisition by KSL Capital Partners
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