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Kurt Baca

Of Counsel

Washington +1 202 662 5012

  • About
  • Representative Matters
  • Credentials
  • About

    Kurt Baca is a member of the firm’s Tax group.  His practice focuses on the federal income taxation of domestic and international financing transactions and financial instruments, including issues arising from investment and trading programs involving foreign currencies, debt instruments, equities, derivatives and other financial instruments.

    Kurt has substantial experience advising investment banks and Fortune 100 companies in structuring and implementing such finance and investment transactions, including the issues of corporate and partnership taxation that relate to those transactions.

    He has also represented issuers and underwriters in the development and execution of high profile capital market transactions, including various forms of convertible debt and structured investment units.  Kurt has significant experience in advising clients in audits and controversies arising from corporate financing transactions.

    Areas of Expertise

  • Practices and Industries
  • Representative Matters
    • Advised issuers on the tax structuring and tax treatment of equity derivatives transactions to hedge convertible or exchangeable notes, including three recent transactions for IAC/InterActiveCorp.
    • Advised several bank holding companies in the tax-free acquisition of target bank holding companies and banks, including WSFS Financial Corporation in its acquisition of Philadelphia-based Beneficial Bancorp, Inc., in a transaction valued at approximately $1.5 billion and Veritex Holdings in its $1 billion acquisition of Houston-based Green Bancorp.
    • Advised various organizations, including a multi-national financial institutio, in connection with the organization of their business activities to separate qualified businesses from other activities and secure a deduction for qualified business income under section 199A.
    • Advised professional sports leagues with respect to various financing arrangements, including financing for stadium construction, team operations, and club purchases.
    • Advised sellers in connection with the tax treatment of installment sales of various franchise rights, including the accrual of interest and original issue discount on deemed loans in connection with the sales, realization of gains and losses in connection with modifications to the terms of the sales under section 1.1001-3, timing of inclusions under the installment method under section 453, and the payment of interest on deferred payments under section 453A.

    • Advised multinational financial institutions and industrials in connection with internal restructuring to maximize the benefits of net operating losses realized in connection with business operations, including assignments of income and sales of subsidiary preferred stock.
    • Advised a financial institution in connection with the tax consequences of hedging of its business of writing derivatives on proprietary indices, including the use of equity baskets.
    • Advised a U.S. industrial in connection with investments in off-shore energy projects with regard to the characterization of the investment, including investments in the form of stapled equity and debt as equity or debt, and the treatment of income from the investment as active commodities income under subpart F.
    • Advised a U.S. investor in connection with the characterization of an investment in a BOOT transaction in the Middle East, including the tax characterization of the transaction and the associated revenue streams as income from the sale and financing of the facility and services income from the operation of the plant.
    • Advised a U.S. investor in connection with the characterization of income from its investment in offshore power plants, gas pipelines and power lines as income from the provision of services (and not income from the sale or lease of project).
    • Advised a U.S. investor in connection with the U.S. tax consequences of the acquisition and sale of tradeable energy certificates for generation of renewable energy.
    • Advised on the tax treatment of insurance and annuity contracts to facilitate foreign investment in securities and real property projects, including advice in connection the treatment of variable contracts under section 817.
    • Advised a non-U.S. financial institution in connection with the application of the non-discrimination clause of a tax treaty to obtain treatment comparable to that given to U.S. financial institutions.
    • Advised a non-U.S. financial institution of the tax consequences of forming a representative office in the United States and on the conduct of its lending activities to avoid a permanent establishment in the United States.

    Areas of Expertise

  • Credentials
    Education
    • Georgetown University Law Center, J.D.
        • Georgetown Law Journal, Editor
    • Princeton University, M.S.
    • University of New Mexico, B.S.
    Bar Admissions
    • District of Columbia
    • Virginia
    Accolades
    • Legal 500 US, Tax (2012-2017)

    Areas of Expertise

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