Matthew S. Schonholz

Matthew guides clients through complex transactional tax issues. He regularly advises public and private companies, investment fund sponsors, family offices, and boards of directors in the tax structuring and documentation of mergers, equity and asset acquisitions, and dispositions. He also represents clients on private equity, real estate, direct lending, and investment fund and family office formations, as well as joint ventures and transactions involving S corporations, partnerships, LLCs, and disregarded entities.

Additionally, he has substantial experience representing public and private companies, investment funds, family offices, founders, C-suite executives, management teams, and portfolio managers in devising and negotiating complex compensation and employment arrangements, including carried interest, promote, profits interests, and other public and private equity grants, as well as nonqualified deferred compensation plans and agreements.

Clerkships

• Judge Nora M. Manella of the US District Court for the Central District of California
• Judge Dikran Tevrizian of the US District Court for the Central District of California

• Advised Synaptics on its sale to ON Semiconductor at a valuation of USD 7 billion.
• Advised Hudbay Minerals Inc. on its all-share USD 2 billion acquisition of Arizona Sonoran Copper.
• Advised Atlassian on its purchase of DX for USD 1 billion.
• Represented Servier on its all-cash USD 2.5 billion acquisition of Day One Biopharmaceuticals, Inc.
• Advised TDK U.S.A. on its acquisition of Fabric8Labs for USD 400 million.
• Represented SK Telecom in its USD 200 million strategic investment in Smart Global Holdings, Inc.
• Advised Spotlight Energy, LLC on its acquisition of PathPoint Energy LLC.
• Advised Econic Partners, a multinational economic consulting firm, in connection with its formation and investment by Goldman Sachs Alternatives.
• Advised Fomento Económico Mexicano, S.A.B. de C.V. (FEMSA) in its acquisition of Delek US Holdings, Inc.'s retail business comprising 249 convenience stores.
• Represented Nexus Capital Management in connection with:
  
  • its acquisition of FTD florist network in a Section 363 sale and FTD’s merger with From You Flowers.
  • its acquisitions of Lamps Plus, MAV Beauty Brands, HDT Global, Aviation Ground Equipment, CK Snacks, and Sky Organics.
  • its investment in MediaLab.
  • the merger of Natural Balance Pet Foods with Canidae Pet Foods.
• Represented Berkshire Hathaway in:
  
  • its USD 11.6 billion acquisition of Alleghany Corp.
  • its investment of USD 10 billion in Occidental Petroleum to finance Occidental's proposed acquisition of Anadarko Petroleum.
  • numerous USD, sterling, and yen senior notes offerings.
• Represented infrastructure support services company Cotton Holdings in its sale to Sun Capital.
• Represented Powdr Corp. in the sale of its Killington and Pico Mountain ski resorts to a New England-based investor group, and in the sale of the SilverStar resort to the Pacific Group.
• Represented the senior executives of Kayne Anderson Real Estate in connection with Goldman Sachs Asset Management Petershill Platform's minority investment in Kayne Anderson Real Estate.
• Advised Apollo Global Management in its USD 2.6 billion acquisition of Aspen Insurance Holdings.
• Advised an investor group led by investment funds managed by affiliates of Apollo Global Management, LLC in its USD 1.4 billion acquisition of 40.6% of OneMain Holdings, Inc. from affiliates of Fortress Investment Group LLC.
• Advised investment funds affiliated with Siris Capital Group, LLC in their USD 654 million acquisition of Xura, Inc. (formerly Comverse) and their USD 500 million acquisition of Mitel Mobility Inc. (renamed Mavenir Systems, Inc.).
• Represented Ken Lin (co-founder and CEO of Credit Karma, Inc.) in the sale of Credit Karma to Intuit Inc. for USD 8.1 billion in cash and stock.
• Advised Intel Corporation in the sale of its NAND flash memory solid state drive and wafer businesses to SK Hynix for USD 9 billion.
• Counseled the special committee of Pope Resources' board of directors in its acquisition by Rayonier Inc. for USD 554 million.
• Represented Weta Digital in the sale of its visual effects assets to Unity Technologies for USD 1.6 billion.
• Represented Sperber Landscape Companies in the roll-up of 17 privately held landscaping companies across the United States.
• Represented Envoy Solutions, a diversified distribution company, in multiple acquisitions.
• Represented Roche in its acquisitions of Ignyta, Inc., a cancer therapy company, for USD 1.7 billion in cash; ForSight VISION4, a privately held biotechnology company focusing on drug delivery for treatment of retinal diseases; Genia Technologies, a DNA sequencing company, for USD 125 million in cash and up to USD 225 million in milestones; and GeneWEAVE BioSciences, a clinical microbiology diagnostics solutions company, for up to USD 425 million.
• Represented Genentech in its acquisition of Seragon Pharmaceuticals, Inc., a biotechnology company focused on the treatment of breast cancer, for up to USD 1.725 billion in cash.
• Advised IPC Healthcare in its acquisition by Team Health Holdings for USD 1.6 billion.
• Regularly advises founders and C-suite executives of private and public companies in connection with exit transactions and other liquidity events and compensation and employment arrangements.