Partner

Suresh T. Advani

M&A
Restructuring
Tax

sadvani@sidley.com

Chicago +1 312 853 2176

- Letter
- A4

SURESH ADVANI focuses his practice on federal income tax matters. Suresh represents domestic and foreign corporations involved in mergers and acquisitions, partnerships and joint ventures, spinoffs and other divisive transactions, restructurings of financially-troubled corporations and partnerships, and foreign and domestic securities offerings. Since 2007, he has been named annually in the Tax section of America’s Leading Lawyers for Business published by Chambers USA, most recently in Band 1 for Tax in Illinois (2024), where he was lauded as “an excellent lawyer with a strong intellect.” Clients also described him as “a technical expert who is very strong on transactions” and “a great business partner who's accountable and responsive.” Suresh is also recommended for tax in several other publications such as The Legal 500 U.S., Tax Directors Handbook, and Who’s Who Legal: Corporate Tax Lawyers. Suresh has also been recognized in the 2013–2024 editions of The Best Lawyers in America in the area of Tax law and was recently named 2024 Tax “Lawyer of the Year” for Chicago.

Experience

Suresh has recently been involved in the following transactions:

Representing the special committee of the board of directors of Nordstrom, Inc. (NYSE: JWN) in its US$6.25 billion acquisition by certain members of the Nordstrom family and El Puerto de Liverpool, S.A.B. de C.V. (pending).
Representing Arthur J. Gallagher in its US$13.45 billion acquisition of AssuredPartners from GTCR (pending).
Representing Mastercard in its US$2.65 billion acquisition of global threat intelligence company Recorded Future (pending).
Representing Telephone and Data Systems, Inc. in the US$4.4 billion sale of United States Cellular Corporation’s wireless operations and select spectrum assets to T-Mobile US, Inc., including approximately US$2 billion of assumed debt (pending).
Representing International Game Technology PLC in connection with its US$6.3 billion sale of its Global Gaming and PlayDigital Businesses to funds managed by affiliates of Apollo Global Management, Inc. and the related acquisition by such funds of Everi Holdings Inc. (pending).
Represented Thompson Street Capital Partners in numerous transactions, including its growth investment in ATIS, a provider of elevator and escalator safety inspections, consulting and managed services across the U.S. and Canada.
Represented CDW Corporation on multiple acquisitions, including its US$2.5 billion acquisition of Sirius Computer Solutions.
Represented Ryan Specialty Group on multiple acquisitions, including its US$1 billion acquisition of US Assure and its acquisition of All Risks, Ltd.
Represented Synchrony in Its Acquisition of Ally’s Point-of-Sale Financing Business, Including US$2.2 Billion of Loan Receivables.
Represented Flex Ltd. (Flex) in its spinoff of its interests in Nextracker Inc.
Represented Regal Rexnord Corporation in its US$4.95 billion acquisition of Altra Industrial Motions Corp.
Represented Regal Beloit Corporation in its US$9.1 billion Reverse Morris Trust combination with the Process & Motion Control business of Rexnord Corporation.
Represented Arthur J. Gallagher in its US$3.25 billion acquisition of certain Willis Towers Watson reinsurance brokerage operations.
Represented United Airlines in numerous transactions, including commercial agreements with Boom Supersonic and partnership with and strategic investment in CLEAR.
Represented MP Materials in its US$1.5 billion business combination with Fortress Value Acquisition Corp.
Represented Hennessy Capital Acquisition Corp. IV in its US$2.4 billion business combination with Canoo Holdings Ltd.
Represented Volkswagen AG in its co-investment with Ford Motor Company in autonomous vehicle technology company, Argo AI, valuing Argo at US US$7.1 billion.
Represented Jones Lang LaSalle Incorporated in its US$2 billion merger with HFF, Inc.
Represented Angie’s List in its merger with HomeAdvisor to form ANGI Homeservices Inc.
Represented Cabela’s Inc. in its sale to Bass Pro Shops for an aggregate value of US$5.5 billion.
Represented Aon plc in the US$4.8 billion sale of its benefits administration platform to Blackstone Group.
Represented Herc Rentals Inc. in the spinoff of the Hertz Global Holdings, Inc. car rental business from the equipment rental business.
Represented BorgWarner Inc. in its acquisition of Remy International, Inc. for approximately US$1.2 billion.
Represented NiSource, Inc. in its spinoff of Columbia Pipeline Group, Inc.
Represented GE Aviation in its joint venture with Woodward, Inc. to develop fuel systems for GE’s large commercial aircraft engine lines.
Represented Beam Inc. in its sale to Suntory Holdings Limited for approximately US$16 billion.
Represented General Electric Company in connection with its sale of GE Appliances to Haier for approximately US$5.4 billion, its acquisition of global infrastructure technology company Dresser for approximately US$3 billion, and the termination of its global joint venture with Fanuc, Ltd.
Represented Aon Corporation in its merger with Hewitt Associates, Inc., its sale of Combined Insurance to ACE Limited, the sale of its Sterling Life Insurance unit to Munich Re, the sale of its warranty business to Onex Corporation, the sale of its U.S. premium finance business to BB&T Corporation, and the sale of certain property/casualty operations to Berkshire Hathaway.
Represented financial services corporation Marshall & Ilsley Corporation in its US$4.25 billion separation of its Metavante unit into a public company. The transaction was structured as a “sponsored spinoff” in which Warburg Pincus, a private equity firm, invested US$625 million for 25 percent of the newly public Metavante and Metavante paid Marshall & Ilsley the proceeds of that investment and US$1.04 billion from the proceeds of a debt financing.
Represented Alberto-Culver Company in connection with its sale to Unilever for US$3.7 billion, and its previous “sponsored spinoff” transaction in which it spun off its Sally Beauty products business concurrently with an investment in that business by private equity firm, Clayton Dubilier & Rice.

In addition, Suresh regularly advises debtors and creditors on tax aspects of insolvency proceedings and debt restructurings. Representative (public) engagements include Mattress Firm, Inc. (client, Debtor), HCR Manor Care, Inc. (client, Debtor), Key Energy Services Ltd. (client, Debtor), UCI International LLC (client, Debtor), Dynegy Holdings, LLC (client, Debtor), Lee Enterprises, Inc. (client, Debtor), Station Casinos, Inc. (client, Senior Lenders), Tribune Company (client, Debtor); RH Donnelley (client, Debtor); Smurfit-Stone Container (client, Debtor); Merisant (client, Debtor); Budget Rent A Car Corporation (client, Debtor); Meridian Automotive Systems (client, Debtor); Owens Corning (client, Debtor); Federal-Mogul Corporation (client, Debtor); and Pliant Corporation (client, Debtor).

The University of Chicago Federal Tax Conference (Past Chair)
American Bar Association Section of Taxation
Chicago Bar Association (Past Chair of Corporate Tax Subcommittee)

News & Insights

Speaker, “Overview and Strategies in Corporate Transactions,” Practising Law Institute Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, November 15, 2023.
Speaker, “Partnership Formations and Special Issues—Extracting Value,” Practising Law Institute Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, April 25, 2023.
Speaker, “Selected Seller and Buyer Issues, Including Negotiating and Drafting Tax Provisions in Acquisition Agreements,” Practising Law Institute Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings, November 16, 2022.
Speaker, “Interesting Transactions of the Past Year,” Practising Law Institute Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations and Restructurings, November 14, 2019 and December 5, 2019.
Speaker, “Interesting Transactions of the Past Year,” Practising Law Institute Tax Planning for Domestic & Foreign Partnerships, LLCs, Joint Ventures & Other Strategic Alliances, May 1, 2019 and May 15, 2019.
Speaker, “Tax Reform’s Effect on M&A and Private Equity,” Sidley Austin LLP Webinar, January 11, 2018.
Speaker, “Busting Tax-Free Treatment,” Texas Federal Tax Institute, June 11, 2015; University of Chicago Law School Federal Tax Conference, November 7, 2014.
Speaker, “Tax-Free Spin-Offs,” American Bar Association Business Law Section Spring Meeting, April 17, 2015.
Speaker, “North-South Transactions,” University of Chicago Law School Federal Tax Conference, November 8, 2013.
Speaker, “Acquisition of Troubled Corporations,” American Bar Association Section of Taxation Midyear Meeting, February 17, 2012.
Speaker, “Use of LLCs in Corporate Reorganizations,” American Bar Association Section of Taxation Midyear Meeting, January 23, 2010.
Speaker, “Top Ten Corporate Tax Planning Tips,” Chicago Bar Association Federal Tax Seminar, January 21, 2010.
Speaker, “Debt Restructurings: Federal Income Tax Issues,” Tax Executives Institute, Chicago, April 23, 2009.
Speaker, “Asymmetric Acquisitions: Treating the Buyer and Seller Differently in the Same Transaction,” University of Chicago Law School Federal Tax Conference, November 9, 2007.
Speaker, “Selected Topics in Federal Income Tax Planning for Financially Troubled Companies,” Chicago-Kent College of Law Federal Tax Institute, April 21, 2006.

Suresh T. Advani

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