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 Isos Acquisition Corp., a special purpose acquisition company or SPAC, in connection with its proposed merger with Bowlero Corp. to take the world’s largest owner and operator of bowling centers public, which values the combined entity at $2.6 billion.
• Representation of CF Acquisition Corp. V, a special purpose acquisition company or SPAC sponsored by Cantor Fitzgerald, in connection with a pending transaction with Satellogic that will take the satellite earth imagery provider public, which values Satellogic at $850 million. 
• Representation of Grab Holdings Inc., Southeast Asia’s leading super app, in connection with its proposed merger with Altimeter Growth Corp., a special purpose acquisition company or SPAC, that will take Grab public in what is expected to be the largest-ever U.S. equity offering by a Southeast Asian company ascribing to Grab a pro-forma equity value of approximately $39.6 billion.
• 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 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 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 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.