Matters
- Represented a newly formed indirect subsidiary of a St. Louis-based private equity firm in its acquisition of the equity of a Wichita, Kansas-based fast-casual restaurant chain. Multiple F reorganizations, multiple rollover components, pre-transaction purchases of minority interests in restaurants utilizing nominee arrangements and co-investors all contributed to the complexity of the deal.
- Provided tax structuring advice in connection with the sale and partial rollover of a large statewide medical practice valued in excess of $300 million, conducted through numerous S corporations using concepts of clinical and non-clinical assets, as well as personal goodwill to control the amount of proceeds paid out in proportion to shareholder ownership.
- Acted as sellers’ counsel for the restructuring and sale of equity of a national network of veterinarians to a private equity investor. The transaction value was in excess of $100 million and included 13 complex “F” reorganizations, along with other various tax advantaged structures related to roll-over equity.
- Acted as counsel to one of the country’s largest skilled nursing facility operators in the sale of over 70 skilled nursing facilities located primarily in Texas and Louisiana. The facility sales were completed in connection with the bankruptcy proceeding and were structured as 363 asset sales. The sale transaction included complex tax structuring techniques that were implemented for both the seller as well as the post-bankruptcy buying entity. Our client was also guided through a reduction in related liabilities exceeding $50 million.
- Provided tax structuring advice in connection to the formation and expansion of medical,dental and veterinarian management companies in the context of friendly PC structures.
- Represented the Kansas City Chiefs in an appeal to the Missouri Supreme Court in a sales and use tax case (The Kansas City Chiefs Football Club, Inc. v. Director of Revenue, Mo., No. SC97730, 6/2/20). The tax assessment related to renovations that were made to Arrowhead Stadium and the administrative offices adjacent to Arrowhead Stadium during such time period. An extremely complicated case, it involved numerous and lengthy legal documents related to financing of the renovations through tax credits and various other sources.The Missouri Supreme Court unanimously found in favor of The Kansas City Chiefs and vacated a $677,171.55 Missouri use tax assessment and a $252,775.39 Missouri sales tax assessment, plus statutory interest, for certain periods in tax years 2008-2011.
- Represented heavy truck and equipment distributor in connection with IRS audit and appeal of excise tax assessment resulting in refund of more than $3 million to our client.
- Represented a leading haircare and skincare company and some of its former owners in an IRS audit of its 2017 federal income tax return. During the year of audit, the client reported revenues in excess of $285 million and its owners entered into a sale of the company with an unrelated third party for an enterprise value of approximately $1.5 billion. After a lengthy period of representation the client and former owners and negotiations with the Internal Revenue Service, Polsinelli was able to obtain a “no change” determination from the Internal Revenue Service for both the 2017 tax reporting year for the client as well as the reporting of the sale transaction by its owners of $1.5 billion.
- Negotiated at the IRS audit and appeals levels a more than $1.2 million reduction in excise taxes for a private foundation client. The issue involved investments made by the private foundation that the IRS viewed as jeopardizing the carrying out of the foundation’s charitable purposes. Through Polsinelli's advocacy, the IRS reduced the client’s excise tax exposure by over 90%.
