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Ansgar Simon has a broad-based transactional tax practice. He regularly advises on mergers and acquisitions, restructuring transactions, recapitalizations, divestitures (including spin-offs), and the structuring of joint ventures, involving both corporations and partnerships for tax purposes. He also regularly advises on the structuring and ongoing tax matters of private equity funds and other alternative investment vehicles, and the structuring for their portfolio investments.
Mr. Simon has extensive experience advising clients on international tax matters. He regularly represents clients on inbound and outbound U.S. federal income tax matters such as CFC, GILTI and PFIC planning, related tax-efficient (re-)structurings, foreign currency-related matters, and the application and use of U.S. tax treaties.
- Merck in is acquisition of Calporta Therapeutics, a venture-backed company that is developing selective small molecule agonists to TRPML1 in an all- cash transaction comprised of an upfront payment plus up to $567 million of contingent payments tied to development and commercial milestones.
- Central European Media Enterprises, a central and Eastern Europe broadcast media company, in its definitive agreement to be acquired by an affiliate of PPF Group N.V. in a cash transaction valued at approximately $2.1 billion.
- UCB S.A. in its pending acquisition of Ra Pharmaceuticals, Inc. for approximately $2.5 billion in cash.
- Merck & Co. in its acquisition of Peloton Therapeutics Inc. for $1.05 billion in cash and up to an additional $1.15 billion if certain milestones are met.
- LifeArc in its landmark $1.297 billion royalty monetization.
- Bayer AG in its sale of Coppertone for $550 million.
- Merck & Co. in its acquisition of all outstanding shares of privately-held animal technology company Antelliq Group for €2.1 billion and the assumption of €1.15 billion of debt.
- Illumina Inc. in its $1.2 billion acquisition of Pacific Biosciences.
- Emergent BioSolutions in its acquisition of PaxVax from a group of investors including an affiliate of Cerberus Capital Management.
- Elbit Systems in its acquisition of Universal Avionics Systems and its $350 million Acquisition of Harris’ Night Vision Business.
- ONCAP and Mavis Tire Holdings LLC in the combination of Mavis Tire Holdings LLC and Express Oil Change & Tire Engineers.
- Aristocrat Leisure Limited in its acquisition of Big Fish Games, Inc. from Churchill Downs Incorporated for $990 million.
- Howard Bancorp in its tax-free acquisition of First Mariner Bank.
- The Walter and Eliza Hall Institute of Medical Research (WEHI) in its royalty monetization transaction of the cancer drug Venetoclax with the Canada Pension Plan Investment Board.
- Various other royalty monetization transactions, including for the Boston Children's Hospital.
- NFL On Location in its acquisitions of Anthony Travel, Kreate, Nomadic Entertainment Group and Runaway Tours.
- RedBird Capital Partners, LLC in various acquisitions.
- Goldman, Sachs & Co. in the disposition of its Colombian mining operations to Murray Energy Corporation.
- Javelin Global Commodities in the formation and tax structuring of its worldwide commodities trading business.
- Omnilife in its disposition of the Chivas USA Soccer Club.
- Liberty Global plc in its $23.3 billion acquisition of Virgin Media Inc. and the related expatriation of Liberty Global Inc. to the United Kingdom.
- SunGard Data Systems, Inc. in its tax-free spin-off of its Availability Services operations.
- Vivendi/Universal Music Group in its acquisition and partial disposition of the EMI Music Group.
- The Dow Chemical Company in the divestiture of its Styron unit to Bain Capital.
- American Axle in its out-of-court restructuring.
- The Dow Chemical Company in the tax structuring for its $17.4 billion joint venture with a subsidiary of the Kuwait Petroleum Company.
- Merrill Lynch in its acquisition by Bank of America.
- DaimlerChrysler AG in its disposition of 80.1% of Chrysler Holding LLC to Cerberus.
- Citigroup in its acquisition of Old Lane Funds.
Memberships and Affiliations
- Fellow, American College of Tax Counsel
- New York State Bar Association, Member of the Executive Committee of the Tax Section; Co-Chair of the Committee on Cross-Border M&A
- American Bar Association, Member of the Section of Taxation
- Member of Tax Review (New York)
February 17, 2021
WASHINGTON—Covington advised Humacyte, Inc., in its merger with Alpha Healthcare Acquisition Corp., a special purpose acquisition company. The transaction implies a pre-money valuation of $800 million for Humacyte with existing Humacyte shareholders rolling over 100% of their equity into equity of the combined company. In connection with the execution of the ...
January 25, 2021
LONDON—Covington advised Nasdaq-listed Oxford Immunotec Global PLC in its agreement to be acquired by PerkinElmer, Inc., in a deal valued at approximately $591 million. Under the terms of the acquisition, Oxford Immunotec shareholders will be entitled to receive $22.00 in cash for each outstanding ordinary share. The terms of the acquisition value Oxford ...
Covington's London Public Company Practice Closes a Strong Year of Life Sciences Transactions
January 25, 2021
LONDON–Covington’s London corporate team has advised AIM- and Main Market-listed clients on multiple fundraisings and acquisitions over the past few months, marking a strong year in life sciences transactions. These include: Advising Sensyne Health plc, a UK clinical AI company listed on the London AIM market, on its £27.5 million equity fundraising The ...
October 8, 2020
WASHINGTON—Covington represented Uber Technologies in its Rule 144A offering of $500 million principal amount of 6.25 percent senior notes due 2028. Uber received net proceeds of approximately $495 million, which it used to redeem an outstanding series of senior notes. The Covington capital markets team included Kerry Burke, Brian Rosenzweig, Jennifer Uren, ...
Covington Advises Sitryx on Licensing and Research Collaboration for Immunometabolic Medicines
April 1, 2020
LONDON—Covington represented Sitryx on an exclusive global licensing and research collaboration with Eli Lilly and Company. The collaboration will study up to four novel preclinical targets identified by Sitryx that could lead to potential new medicines for autoimmune diseases. Under the terms of the agreement, Sitryx will receive an upfront payment of $50 ...
March 26, 2020, Covington Alert
Late last night, the Senate passed (96-0) the Coronavirus Aid, Relief, and Economic Security ("CARES") Act that was introduced by several Senate Republicans last Thursday. This follows a number of days of whirlwind negotiations, beginning with the Senate where, on Sunday night, a procedural vote failed to garner the 60 votes necessary to move the legislation ...
March 23, 2020
NEW YORK—The American Lawyer has named Covington lawyers Sergio Urías and Laura Torre as “Dealmakers of the Year.” The annual feature highlights “the most impressive and significant matters that deal lawyers worked on in 2019.” Shareholders of Covington’s client Prisma Medios de Pago, Argentina’s largest payment processing company, were mandated by the antitrust ...
January 17, 2020
WASHINGTON—Covington represented Piramal Enterprises Limited in itsdefinitive agreement to sell Decision Resources Group to Clarivate Analytics plc, in a deal valued at $950 million. The $950 million purchase price includes $900 million in cash and approximately $50 million in Clarivate ordinary shares to be issued following the one-year anniversary of ...
December 9, 2019
WASHINGTON—Covington represented Merck & Co., Inc. in its definitive agreement under which Merck, through a subsidiary, will acquire ArQule for $20 per share in cash for an approximate total equity value of $2.7 billion. ArQule is a publicly traded biopharmaceutical company focused on kinase inhibitor discovery and development for the treatment of patients with ...
Covington Represents Eisai in $330M Royalties Sale
November 5, 2019
NEW YORK—Covington represented Eisai Co., Ltd. in connection with its sale to Royalty Pharma of royalties on sales of tazemetostat by Epizyme, Inc. outside of Japan for $330 million. Under a collaboration agreement between Epizyme and Eisai, Epizyme is responsible for the development and commercialization of tazemetostat outside of Japan, and Epizyme owes ...
International Comity after the Tax Cuts and Jobs Act of 2017 (Part I): GILTI, Hybrid Transactions and Section 245A
June 1, 2019, New York State Bar Association Tax Section Meeting
May 21, 2019
WASHINGTON—Covington advised Merck & Co., Inc., in its definitive agreement under which Merck, through a subsidiary, will acquire privately held Peloton Therapeutics, Inc. in exchange for an upfront payment of $1.05 billion in cash. In addition, Peloton shareholders will be eligible to receive a further $1.15 billion contingent upon successful achievement of ...
May 20, 2019
NEW YORK—Covington advised LifeArc, a UK-based medical research charity, on its monetization of a portion of its royalties relating to Keytruda® for $1.297 billion (approximately £1 billion). This royalty monetization is the largest single-product royalty monetization ever done by a non-profit. The transaction closed on May 10, 2019, the culmination of efforts ...
Covington Represents Bayer in $550M Sale of Coppertone™
May 13, 2019
NEW YORK—Covington advised Bayer in a definitive agreement to sell its Coppertone™ business to Beiersdorf AG, a provider of skin care products, for $550 million. Bayer is a global enterprise with core competencies in the life science fields of health care and nutrition. Its products and services are designed to benefit people by supporting efforts to overcome ...
April 5, 2019
WASHINGTON—Covington advised Elbit Systems of America, LLC, a subsidiary of Elbit Systems Ltd., in its definitive agreement with Harris Corporation for the acquisition of Harris' Night Vision business for a purchase price of $350 million. The closing of the transaction is subject to receipt of regulatory approvals. Elbit Systems Ltd. is an international high ...
Covington Advises Argentinian Payments Company on Sale with Enterprise Value of $1.42B
January 22, 2019
NEW YORK—Covington advised Prisma Medios de Pago, Argentina’s leading payments company, in the sale of a controlling stake to Advent International. Prisma’s existing shareholders will retain a 49% stake in the company. The transaction values 100 percent of Prisma at $1.42 billion. Prisma is an Argentinian company established in 2014 through the merger of Visa ...
2019, New York State Bar Association Tax Section Reports
August 9, 2018
WASHINGTON—Covington advised Emergent BioSolutions in its $270 million acquisition of PaxVax. PaxVax is majority owned by an affiliate of Cerberus Capital Management. Emergent is a global life sciences company focusing on providing specialty products for civilian and military populations that address public health threats. PaxVax is a company focused on ...
June 20, 2018
NEW YORK—Covington advised Boston Children's Hospital in its monetization of a portion of its royalties relating to Vonvendi, a recombinant drug used to treat a common bleeding disorder called von Willebrand disease. The purchaser, Barings Alternative Investments, part of Barings LLC, on behalf of institutional investors, paid $51.5 million. Boston Children’s ...
May 1, 2018
WASHINGTON—Covington advised Elbit Systems Ltd. in its $120 million acquisition of the assets and operations of the privately owned U.S. company, Universal Avionics Systems. Elbit Systems is an international high technology company engaged in a wide range of defense, homeland security, and commercial programs throughout the world. Universal Avionics is a ...
April 20, 2018
LONDON—Covington advised BenevolentAI on an £80 million equity investment by new and existing investors, including Woodford Investment Management, at a pre-money valuation of £1.4 billion. The firm also recently advised BenevolentAI on its acquisition of Proximagen Limited, a Cambridge, UK-based drug discovery and development company, for an undisclosed ...
March 2, 2018
NEW YORK—Covington advised Mavis Tire Holdings LLC, and its family owners, and other owners, including investment funds managed by ONCAP, in its agreement to merge with Express Oil Change & Tire Engineers, a Golden Gate Capital portfolio company, creating one of the largest independent automotive service platforms in the United States. Mavis Discount Tire, based ...
Law360 Names Attys Who Moved Up The Firm Ranks In Q4
January 30, 2018, Law360
Law360 highlights the promotion of Covington's newest partners, including John Balzano, Lindsay Burke, Bradley Chernin, Christopher DeCresce, Guy Dingley, Matthew Dunn, Laura Flahive Wu, Pamela Forrest, Alexa Hansen, Megan Keane, Sam Pyun, Kyle Rabe, Ansgar Simon, Andrew Soukup, Emily Ullman, and Mark Young.
November 30, 2017
WASHINGTON—Covington represented Aristocrat Leisure Limited in its $990 million acquisition of Big Fish Games, Inc. This acquisition expands Aristocrat’s Social Gaming business into new game genres. Aristocrat is a global provider of gaming solutions. It offers a diverse range of products and services including electronic gaming machines and casino management ...
Covington Advises SK Holdings in Acquisition of Significant Minority Interest in Eureka Midstream
October 27, 2017
NEW YORK—Covington represented SK Holdings Co., Ltd. in its acquisition of a significant minority interest in Eureka Midstream Holdings, LLC, a midstream energy company that owns and operates approximately 340 miles of gas gathering pipelines in Ohio and West Virginia. The transaction closed in early October 2017. SK Group is a top three conglomerate in South ...
Covington Promotes 16 New Partners
October 2, 2017
WASHINGTON—Covington has promoted 16 lawyers to its partnership. “It’s a great tribute to the firm’s vibrancy that we’re continuing to build an exceptional pipeline of new partners from within our ranks,” said Timothy Hester, Covington’s chair. “We’re confident that all 16 will add importantly to the firm’s strengths and will drive further expansion of core ...
August 30, 2017
NEW YORK—Covington advised Howard Bancorp, Inc., the bank holding company for Howard Bank, in its acquisition of First Mariner Bank, a community bank headquartered in Baltimore, Maryland. The transaction value is approximately $163.4 million. The Covington team consisted of Michael Reed, Rusty Conner, Chris DeCresce, Matt Wood, and Nora Diamond-Jones(corporate); ...
Covington Represents Australian Medical Research Institute in Landmark Royalty Monetization
July 27, 2017
NEW YORK—Covington advised The Walter and Eliza Hall Institute of Medical Research (WEHI), Australia's oldest medical research institute, in its landmark monetization of a portion of its royalties relating to the cancer drug Venetoclax. The purchaser, a wholly owned subsidiary of Canada Pension Plan Investment Board, paid US$250 million upfront, and agreed to ...
Hot Topics in International Taxation
January 24, 2017, New York State Bar Association Tax Section Meeting
United States
2017, 2015, 2013, and 2012, Tax Planning for International Mergers, Acquisitions, Joint Ventures and Restructurings
2016, New York State Bar Association Tax Section Reports
Report on Notice 2015-79, Transactions Structured to Avoid the Purposes of Section 7874 and 36
2016, New York State Bar Association Tax Section Reports
Report on Temporary And Proposed “Splitter” Regulations and Final Technical Taxpayer Regulations”
2012, New York State Bar Association Tax Section Reports
2010, New York State Bar Association Tax Section Reports
Comments on the Proposed Denial of Treaty Benefits for Certain Related-Party Deductible Payments
2010, New York State Bar Association Tax Section Reports
November 2009, Practical Law Company
2009, American Bar Association Section of Taxation
2008, New York State Bar Association Tax Section Reports