Justin S. Cohen

Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finances, securities offerings and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring and private equity and hedge fund formation. Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

• Representation of the following SPACS backed by investment firm Kensington Capital Partners:
  • Kensington Capital Acquisition Corp. IV in connection with its $939 million merger with Amprius Technologies, Inc., a nanowire battery company; and
  • Kensington Acquisition Corp. in connection with its $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
• Representation of London-based Bloomsbury Publishing (BMY), the publisher of the Harry Potter series, in its acquisition of the academic imprints and associated titles of Rowman & Littlefield, its biggest acquisition to date.
• Representation of Knorr-Bremse AG in its approximately €630 million acquisition of the North American conventional rail signaling business of Alstom.
• Representation of a bank club in connection with a $300 million sustainability-linked revolving credit facility for Brazilian energy company Raízen.
• Representation of Sotheby’s in connection with a definitive agreement with Abu Dhabi-based investment and holding company ADQ under which ADQ will acquire a minority interest in Sotheby’s.
• Representation of Rheinmetall AG (RHM) in its pending $950 million acquisition of Loc Performance Products.
• Representation of Griffin Global Asset Management in a senior unsecured notes offering and subsequent add-on totaling $700 million.
  
• Representation of alternative investment firm AURELIUS in the acquisition by its portfolio company, ZIM Aircraft Seating, of HAECO Cabin Solutions from HAECO Group.
• Representation of Stanadyne and its subsidiary Pure Power on their section 363 asset sale to an entity formed by Cerberus, the prepetition agent and secured lender.
• Representation of JOST Werke SE in the acquisition of Crenlo do Brasil from Angeles Equity Partners.
• Representation of the venture capital arm of Banco Bradesco on its R$17 million seed investment in Brazilian web security start-up Exato Digital.
• Representation of global aircraft inventory solutions provider DASI in the sale of 50% of the outstanding ownership of DASI to Marubeni Corporation, a publicly traded Japanese company that is one of the world’s largest trading and investment conglomerates, and related joint venture arrangements. The transaction saw minority investor Fortress Investment Group exit its investment in DASI.
• Representation of Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
• Representation of Madison Square Garden Entertainment Corp. in connection with the purchase of a controlling interest in, and the subsequent sale of, Tao Group Hospitality, operator of more than 80 branded locations in over 20 markets across four continents, including the Tao, Marquee, Lavo, Avenue, The Stanton Social, Beauty & Essex and Avenue restaurants and nightclubs.
• Representation of MSG Sports in connection with the combination of Counter Logic Gaming, of which MSG Sports previously owned a controlling interest, with NRG, a professional gaming and entertainment company. As a result of the transaction, MSG Sports now owns a noncontrolling equity interest in the larger, combined NRG/CLG company.
• Representation of a syndicate of 7 banks in connection with a $600 million term loan pre-export finance facility for Brazilian joint venture that produces sugar, ethanol and bioenergy. 
• Representation of Greenbriar Equity Group LLC in connection with the acquisition of automotive aftermarket parts and accessories distributor JEGS High Performance.
• Representation of CF Finance Acquisition Corp. VI, a SPAC backed by Cantor Fitzgerald, in connection with its proposed $2.1 billion IPO merger with Rumble Inc. that took the Canadian neutral video platform public.
• Representation of Santander Consumer USA Holdings Inc. in connection with its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private.
• Representation of SPAC Isos Acquisition Corp., in connection with its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
• Representation of CF Finance Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in connection with a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public.
• Representation of U.K. sports and fashion retailer JD Sports Fashion in acquisitions of U.S. athletic footwear, apparel and accessories retailers DTLR Villa, Shoe Palace and Nice Kicks.
• Representation of Wafra Capital Partners in the acquisition of EasyPay Finance, a provider of consumer installment financing for automotive services.
• Representation of global information technology leader Infosys in its acquisition of Kaleidoscope Innovation, a full-spectrum product design, development and insights firm.
• Representation of Allegiance Crane & Equipment, a construction equipment rental company, in a $65 million senior secured revolving credit facility provided by JPMorgan Chase Bank and CIBC Bank USA.
• Representation of Turnitin, a subsidiary of Advance Publications, in connection with its acquisition of online assessment platform Examsoft.
• Representation of global leader in next-generation digital services and consulting Infosys in the acquisition of Blue Acorn iCi, a digital services and consulting agency. 
• Representation of Cenveo Inc. in the carve-out sale of its content services business to CJK Group Inc.
• Representation of Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the underwriting group, in a $2 billion public debt offering by ViacomCBS Inc. comprised of $1 billion in 4.2% senior notes and $1 billion in 4.95% senior notes.
• Representation of Griffin Global Asset Management in connection with a $550 million dollar joint venture with Bain Capital to form an aircraft leasing company.
• Representation of MUFG Union Bank as liquidity facility provider for a $485 million asset-backed securitization (ABS) for Irish aircraft lessor BBAM Aviation Services.  Citi, Credit Suisse and Mizuho acted as joint lead structuring agents and joint lead bookrunners for the transaction – Horizon Aircraft Finance II (Horizon 2019-1) which is supported by a fleet of 20 narrow-body aircraft.
• Representation of the underwriting group in a $2.5 billion public debt offering by ViacomCBS Inc. comprised of a 4.75% and 4.9% senior notes. The underwriting group included BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities and Morgan Stanley & Co.
• Representation of global information technology leader Infosys in its acquisition of Simplus, the global leader of Salesforce quote-to-cash.
• Representation of BNP Paribas Securities Corp. in connection with a $189 million aircraft asset-backed securitiztion (ABS) for Vx Capital Partners, a cargo aircraft management and leasing firm.
• Representation of Platinum Equity in its $1.9 billion acquisition of Wesco Aircraft.
• Representation of Bank of America as facility agent, structuring agent and joint lead arranger in connection with a $300 million aircraft warehouse facility for a new join venture leasing vehicle established by Elliot Management and SkyWorks Leasing, an aircraft management services company.