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 Santander Consumer USA Holdings Inc. (SC) in connection with its pending sale to parent company and majority shareholder Santander Holdings USA Inc. (SHUSA) in a $2.5 billion deal that will take the Dallas-based auto lending and consumer finance company private.
• Representation of SPAC Isos Acquisition Corp., in connection with its proposed $2.6 billion IPO merger with Bowlero Corp. that will take 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 proposed $850 million IPO merger with Satellogic that will take the satellite earth imagery provider public. 
• 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 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 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.