David Strong

David Strong

Education

University of Denver (BSBA, 1992)
Stanford Law School (J.D., 1995)
New York University School of Law (LL.M., 1997)

Bar Admissions

New York
Colorado

David Strong (“Dave”) is a transactional tax partner with Morrison & Foerster LLP. Dave serves as co-chair of the firm’s federal tax practice and managing partner of the firm’s Denver office.

Dave works closely with transaction teams across the firm, including teams located in Los Angeles, New York, Palo Alto, San Francisco, Tokyo, and Washington D.C. Dave’s nationally-recognized areas of expertise include mergers and acquisitions, joint ventures, private equity and venture capital investments, restructurings, distressed situations, and initial public offerings and other types of capital markets transactions. Throughout his career, Dave has worked on transactions across a broad range of industries, including consumer, healthcare, manufacturing and industrial services, media and entertainment, mining and natural resources, real estate, technology, and internet and telecommunications.

Dave is the past chair of the Corporate Tax Committee of the Tax Section of the American Bar Association and a frequent speaker on corporate and other tax matters at local, regional, and national seminars and continuing legal education programs. Dave is also an adjunct professor and member of the faculty at The University of Denver Law School (Graduate Tax Program), where he teaches a class on corporate reorganizations, spin-offs, recapitalizations, and restructurings.

Dave received his J.D. from Stanford Law School and his LL.M. in Taxation from New York University. Prior to moving to Denver, Dave worked for several years as both a transactional tax attorney and as an investment banker in New York City.

MERGERS & ACQUISITIONS

ON Semiconductor Corporation
Represented ON Semiconductor Corporation (Nasdaq: ON) in its $2.4 billion acquisition of Fairchild Semiconductor International, Inc. (Nasdaq: FCS)
Envision Healthcare Corporation
Advised Envision Healthcare Corporation (NYSE:  EVHC) in connection with certain tax matters related to its $10 billion combination with AmSurg Corporation
EmCare Corporation
Advised EmCare Corporation, a subsidiary of Envision Healthcare Corporation, in numerous platform acquisitions of physician and related services groups
SoftBank Corporation
Advised SoftBank Corporation in its $8.6 billion sale of its controlling stake in Finnish gaming company Supercell Oy to Chinese Internet company Tencent Holdings, Ltd, a global leader in personal-computer and mobile games
SoftBank Corporation
Represented SoftBank Corporation in its $1.26 billion acquisition of a controlling interest in Brightstar Corporation
DaVita Inc.
Represented DaVita Inc. (NYSE:  DVA) in its $4.42 billion acquisition of HealthCare Partners Holdings, LLC
DaVita Inc.
Represented DaVita Inc. in its $360 million acquisition of Renal Ventures Management, LLC and the simultaneous divestiture of seven dialysis centers to affiliates of Physicians Dialysis
Unilever plc
Advised Unilever in its acquisition of Dollar Shave Club
Pinnacle Entertainment Inc.
Represented Pinnacle Entertainment Inc. in its $2.8 billion acquisition of Ameristar Casinos, Inc.
Special Committee of the Board Of Directors of Caesars Entertainment Corporation
Represented special committee of the board of directors of Caesars Entertainment Corporation in connection with formation of a new joint venture and related $1.2 billion subscriptions rights offering
Tax-Free “Merger of Equals”
Represented international cable company in $11 billion tax-free “merger of equals” transaction utilizing “double-dummy” structure
Stock-for-Stock Tender Offer
Represented buyer in $4 billion stock-for-stock tender offer for publicly traded software company and subsequent squeeze-out merger
Tax-Free Merger
Represented seller in $3.2 billion tax-free merger involving the combination of both domestic and international packaging and manufacturing operations
Tax-Free Merger
Represented buyer in $2.1 billion tax-free merger between two domestic oil exploration and production companies
Stock-for-Stock Tender Offer and Subsequent Squeeze-Out Merger
Represented buyer in $1.5 billion stock-for-stock tender offer for outstanding minority public stake and subsequent squeeze-out merger
Splunk, Inc.
Advised Splunk, Inc. in its $190 million acquisition of Caspida, Inc.
Visa Inc.
Advised Visa Inc. in numerous acquisitions, including its acquisitions of TrialPay and Cardinal Commerce
Yahoo!
Advised Yahoo! in multiple transactions, including its $640 million acquisition of Brightroll
Purchase of Professional Sports Franchise
Represented individual buyers in purchase of professional sports franchise



PRIVATE EQUITY

KRG Capital Partners
Represented KRG Capital Partners in numerous acquisitions and dispositions, including its sale of Avizent to Abry and its sale of Tronair to Levine Leichtman
VMG Partners
Represented VMG Partners in its sale of Mighty Leaf Tea to Peet’s Coffee
Main Post Partners
Represented Main Post Partners in its growth equity investment in KUIU, LLC, an outdoor sportswear retailer
Weston Presidio
Represented Weston Presidio in its sale of Edge Systems, Inc. and of Snooze Holdings, Inc.
Longitude Capital
Represented Longitude Capital in its investment in California Cryobank and its subsequent acquisition of Donor Egg Bank
Hellman & Friedman
Represented Hellman & Friedman in its acquisition of OpenLink Financial



CAPITAL MARKETS

RE/MAX
Represented RE/MAX in its $250 million initial public offering utilizing a hybrid corporate/partnership “Up-C” structure and related “tax receivable agreements”
National CineMedia
Represented National CineMedia in connection with its $880 million initial public offering and related $800 million debt financing utilizing hybrid corporate/partnership “Up-C” structure and “tax receivable agreement”
Convertible Note Offering
Represented issuer in $1 billion convertible note offering utilizing “call-spread” hedging structure
Stock Rights Offering
Represented issuer in $1 billion stock rights offering
Convertible Note Offering
Represented issuer in € 500 million convertible note offering
Convertible Note Offering
Represented issuer in $500 million “pay-in-kind” convertible note offering
Bond Repurchase
Represented issuer in $300 million bond repurchase
Publicly-Traded Foreign Corporation
Represented holders of $1 billion of dividend-paying stock in publicly-traded foreign corporation
Monetization Strategy
Represented individual investor in “variable pre-paid forward contract” monetization strategy for concentrated position in publicly traded stock

David Strong is recommended by Legal 500 US 2017.

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