Alan S. Waldenberg is co-head of the firm’s Tax Group. His practice focuses on income tax and international tax, including tax considerations in mergers & acquisitions, restructurings and workouts, and international investments with a particular emphasis on transactions involving investment funds. Representative engagements and transactions include serving as primary tax counsel on Albertsons Companies’ initial public offering of 50 million shares of its common stock on the New York Stock Exchange. The common stock was priced at $16 per share, valuing Albertsons’ equity at $9.5 billion. Albertsons, one of the largest food and drug retailers in the United States, operates stores across 34 states and the District of Columbia. Widely covered by media, the IPO made national headlines and the shares began trading in June 2020. Also in 2020, Alan served as primary tax counsel on the issuance and sale of $1.75 billion in convertible preferred equity of Albertsons Companies to a group of investors led by Apollo Global Management Inc. Alan has served as primary international tax counsel in connection with substantial investments by investment funds in distressed debt and real estate located in the United Kingdom, Ireland, Germany, Italy, Spain and Japan. He was also involved in the recapitalization and subsequent IPO of BAWAG, the second-largest bank in Austria; and the $1.05-billion sale of LNR Property, a leading diversified real estate investment, finance, management and development firm. This transaction was named “Real Estate Deal of the Year” at the M&A Atlas Awards: Global Major Markets.

Other significant transactions include serving as primary tax counsel for a group of investment funds in connection with the acquisition of a majority of GMAC from General Motors and the subsequent restructuring of that investment, including GMAC’s conversion to a bank and its receipt of an infusion of capital from the U.S. Treasury; the acquisition of a controlling interest in Chrysler from DaimlerChrysler; and the sale of Chrysler Financial for cash consideration of approximately $6.3 billion, a transaction named the biggest deal of 2010 by The Globe and Mail, the “Financial Services Deal of the Year” at the M&A Atlas Awards and the “Cross Border Deal of the Year over $100M” at the ACG New York Champion’s Awards. Alan’s other award-winning deals include the acquisition of AT&T’s Yellow Pages - Advertising Solutions and Interactive Businesses, named the “North America Large Private Equity Deal of the Year” at the Americas M&A Atlas Awards and the “M&A Deal of the Year (Over $500mm)” at the New York Champion’s Awards; and the acquisition of Boston-based Caritas Christi Health Care, selected as Investment Dealers’ Digest magazine’s “Deal of the Year” award in the health care category and the “North America Private Equity Deal of the Year” at the Americas M&A Atlas Awards. In addition, Alan has worked on numerous other domestic and international private equity investments, including acquisitions of international banks, international finance companies, retail companies, manufacturing businesses and industrial operations, and has served as primary tax counsel in connection with the structuring of private equity funds and hedge funds, including funds investing primarily in domestic and international private equity, funds investing primarily in Asia and Europe, real estate funds, funds investing primarily in debt, and distressed opportunity funds. After earning his B.A., magna cum laude, in 1974 from the University of Maryland, Alan became a certified public accountant in the State of Maryland. In 1978, he was awarded a J.D., cum laude, by Harvard Law School. Alan is a member of the Taxation Sections of the American Bar Association and the New York State Bar Association, and is a Fellow of The New York Bar Foundation.

Representations

Primary tax counsel in numerous domestic and international private equity investments, including acquisitions of international banks, international finance companies, retail companies, manufacturing businesses and industrial operations.

Primary tax counsel in structuring private equity funds and hedge funds, including funds investing primarily in domestic and international private equity, funds investing primarily in Asia and Europe, real estate funds and distressed opportunity funds.

$800 million dual-currency Eurodollar financing for major Japanese securities firm.

Convertible mortgage and other hybrid financing transaction relating to foreign investment in substantial U.S. real estate assets.

Tax counsel in significant private REIT transactions.

Restructuring transactions for global businesses including hotel and real estate companies, telecom companies and retailers.

Publications

“Voya Financial’s Acquisition of Czech Asset Management, Global Legal Chronicle, Aug. 9, 2022 (featured)

Tax Update: IRS and New York State Delay April 15 Income Tax Return Filing and Tax Payment (Uncapped) Deadlines Until July 15 (COVID-19),” SRZ AlertApril 3, 2020

“Asset Securitization,” United States Taxation Guide — International Tax Review (Euromoney Publications PLC) 1994 (co-author)

“The Short Life and Lingering Death of Safe Harbor Leasing,” American Bar Association Journal, 1983 (co-author)

“Taxable Acquisitions,” Business Acquisitions, 2nd Edition (Practising Law Institute) 1981, 1983 and 1986 (co-author)

Speaking Engagements

“Tax Considerations for 2013,” SRZ 22nd Annual Private Investment Funds Seminar, New York, Jan. 2013

“Positioning Your Fund for Distressed Investing,” SRZ 19th Annual Private Investment Funds Seminar, New York, Jan. 2010

“Tax Law Developments,” SRZ 17th Annual Private Investment Funds Seminar, New York, Jan. 2008

“Partnership Planning & Problem Areas,” 11th Annual Conference on Federal Taxation of Real Estate Transactions, New York University Real Estate Institute and Institute on Federal Taxation, New York, 1989

Memberships

  • American Bar Association
    • Taxation Section
  • New York State Bar Association
    • Taxation Section
  • Fellow, The New York Bar Foundation 

Distinctions

  • Certified Public Accountant, Maryland, 1976
  • The Best Lawyers in America
  • Chambers USA
  • The Legal 500 US
  • New York Super Lawyers
  • Tax Directors Handbook