Companies spin off, split off or carve out existing parts of their business for many reasons, including to enhance strategic and operational focus, to pursue differing capital structures or to prepare for a follow-on merger or acquisition. These transactions are complex and typically involve complicated structuring, disclosure and other regulatory issues with respect to SEC registration and disclosure, financing, business separation and tax matters.

To support these needs, Debevoise’s capital markets team has developed in-depth expertise advising on:

• spin-offs;
• merger spin-offs (including “Reverse Morris Trust” structures);
• sponsored spin-offs; and
• carve-out transactions

The Capital Markets Group advises clients on legal and timing issues relating to SEC registration, stock exchange listing, corporate approvals and governance matters, including special and independent committees, structuring, the SEC regulatory and review process, transaction documentation and separation issues, including transition services agreements, tax issues and related matters. In addition, many of these transactions are accompanied by complex leveraged refinancings, divided recapitalizations and debt or equity issuances. When representing parties to these transactions the team is able to bring its extensive experience in leveraged finance to bear to efficiently execute on all aspects of the related capital raising matters.

Debevoise has a unique capacity to assemble a team of attorneys with critical experience in tax, mergers and acquisitions, executive compensation and other capabilities to help ensure that spin-off and other similar transactions are structured to meet the client’s business objectives and executed as cost-effectively and efficiently as possible.