Justin S. Cohen

Justin S. Cohen is an associate 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 transactions, and bankruptcy and financial restructurings. He also has experience working on the tax aspects of cross-border investment structuring, private equity and hedge fund formation, corporate finances and securities offerings.  Justin regularly counsels private foundations and other not-for-profit entities on a variety of compliance issues.

• 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 The Madison Square Garden Company in its purchase of a controlling stake in Counter Logic Gaming (owner of several competitive esports teams).
• 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 British sports and fashion retailer JD Sports Fashion in connection with its acquisition of athletic footwear and apparel streetwear retailer DTLR Villa.
• Representation of Wafra Capital Partners in the acquisition of EasyPay Finance, a provider of consumer installment financing for automotive services.
• Representation of U.K. sports and fashion retailer JD Sports Fashion in the acquisition of U.S. athletic footwear, apparel and accessories retailers Shoe Palace and Nice Kicks. 
• Representation of Kensington Acquisition Corp., a special purpose acquisition company, in connection with its $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
• 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.