John Narducci is a partner in the New York office and the leader of the firm's Tax Practice Group in New York. John's practice focuses on the tax aspects of mergers and acquisitions, financings (including securitizations), securities offerings, joint ventures, restructurings, transactions in the energy market, derivatives, as well as a broad range of other transactions.
John has extensive experience in stock and asset acquisitions, including tax-free reorganizations. He has represented purchasers, sellers and lenders in structuring acquisitions and negotiating the tax aspects of stock purchase and asset purchase agreements. Many of these acquisitions involved cross-border transactions.
Working with issuers, underwriters and investment funds, John has advised clients on numerous securities offerings, including securitization transactions, tender option bonds and high yield debt. Such offerings involved issuers in more than 40 countries.
John regularly works on the restructuring of transactions, including structured financings, project financings and energy and infrastructure projects. He advises on the tax planning aspects of such transactions.
Mr. Narducci has been involved in the development of tax-efficient financial structures, particularly in the cross-border context. For example, he has created tax-efficient structures for several investment funds. He also advises several financial institutions with respect to derivatives transactions, including the tax aspects of ISDA Master Agreements.
He also works with regulated and unregulated participants in the energy market on financings and a wide range of other transactions. Some of these transactions involve rural electric cooperatives.
John also advises on the tax aspects of pass-through entities, project financings and a broad range of other matters. He worked on the sovereign debt restructurings of Bulgaria, Costa Rica, Croatia, Nigeria, Poland and Vietnam.
Congress has passed the tax reform bill, known as the “Tax Cuts and Jobs Act” (the “Act”), and President Trump signed it into law on December 22, 2017. The Act contains wide-ranging changes to the tax law, many of which will impact private equity funds, for good or ill. Click below for a discussion of the important provisions of the Act affecting private equity funds, their investors and their managers, including:
- New three-year holding period for carried interests
- New interest expense limitation to 30% of EBITDA
- Ability to write off the cost of all depreciable assets acquired
- Lowered income tax rates for businesses and their balance sheet impact
- Limitation on NOL usage
- Partnership interests owned by foreign partners now subject to U.S. tax on sale
- Effect on the buyout market of the lower tax rates and the mandatory repatriation of offshore funds
Although these changes affect all funds to a greater or lesser degree, many private equity funds may not consider their tax position to have significantly changed, depending largely upon the extent to which they are leveraged. The new three-year holding period required to obtain long-term capital gains on carried interests, however, is likely to become a point for consideration in almost every fund’s exit planning and disposition discussions. Full text is available here.
