In the News

Alta Mesa Investment Holdings Completes $350 Million Recapitalization With Counseling from Haynes and Boone Energy Lawyers

HOUSTON – Haynes and Boone, LLP advised the Alta Mesa Holdings, LP parent company, Alta Mesa Investment Holdings, Inc., in a recent $350 million recapitalization with an investment from Highbridge Principal Strategies, LLC. >>



Publications

IFLR Guest Article: Private Investment Funds’ New Fatca Considerations

The key compliance considerations for private investment funds caught by the looming US statute >>

Private Equity Investment Funds can now have Pension Liability for the Obligations of Portfolio Companies

On July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company. >>

Transfers in 2012 and Future Years

This alert outlines the gift tax return requirement for 2012 transactions and the use of "defined value" gifts and sales. >>



Sam Lichtman

Partner

New York


30 Rockefeller Plaza
26th Floor
New York, New York 10112
T +1 212.659.4971
F +1 212.884.8229

Areas of Practice

Education

  • J.D., Columbia Law School, 2000, James Kent Scholar, Harlan Fiske Stone Scholar
  • M.A., Beth Medrash Govoha, 1997
  • B.A., Beth Medrash Govoha, 1995

Bar Admissions

  • New York, 2000
Sam Lichtman

Sam Lichtman is a partner in the Tax Practice Group in the New York office of Haynes and Boone, LLP. His practice is broad-based and focuses on mergers and acquisitions, corporate restructurings and joint ventures, with a particular emphasis on international transactions. He also has extensive experience advising financial institutions, multi-national corporations, private equity sponsors, investment funds and other business and investment entities with respect to cross-border structured investments and financings, financial products and capital markets transactions. In addition, he has advised multinational corporations on a wide range of transfer pricing issues, including matters relating to intercompany services and allocation of income from intangibles.

Selected Client Representations

  • Represented multinational clients in connection with developing and implementing tax-advantaged holding company structures in Ireland, Luxembourg, Switzerland and Bermuda.
  • Represented investment banks and financial institutions in connection with cross-border tax arbitrage transactions, including foreign tax credit related transactions; cross-border repos, securities loans and equity swaps; and transactions designed to enhance foreign tax deductions, credits and losses.
  • Represented issuers and underwriters in connection with the issuance of financial products including debt-equity units, hybrid securities (including the first bank holding company term debt hybrid security to achieve Tier 1 and "Basket D" treatment) and structured notes.
  • Represented a U.S. energy and commodity exchange in its tax-free acquisition of a New York-based commodity futures exchange.
  • Represented a U.S. health information services company in connection with its merger with a medical technology company in a tax-free transaction valued at $1.29 billion.
  • Represented a Bermuda-based insurance company in connection with its hostile acquisition of another insurance company valued at $1.7 billion.
  • Represented a New York-based private equity firm in its acquisition of a U.K. investment bank.
  • Represented a number of Australian banks in connection with the issuance of Australian convertible, exchangeable and stapled securities.
  • Represented a Dutch bank as issuer of perpetual hybrid capital securities in two SEC-registered offerings with an aggregate value of US$2.65 billion.
  • Represented the underwriters in the issuance of three perpetual bond offerings by a Mexican issuer, involving the issuance of Yen perpetual bonds and the use of currency swaps to issue USD perpetual bonds.
  • Represented the underwriters in a contingent capital transaction, involving the issuance of fixed rate bonds by an investment vehicle backed by financial assets and swaps or, at the option of the issuer, newly issued high-equity credit instruments.
  • Represented foreign private and institutional investors in connection with investments in U.S. real estate.

Selected Speeches and Presentations

  • "Private Investment Funds' New Fatca Considerations," guest author, IFLR, November 7, 2013.
  • "An Overview of Tax Provisions in Credit Agreements," Bank of America Presentation, June 13, 2012.

Memberships

  • American Bar Association (Tax Section)
  • New York State Bar Association (Tax Section)
  • The Loan Syndications and Trading Association Primary Market Committee
  • International Fiscal Association

Selected Representative Experience


$1.5 Billion Syndicated Credit Facility
Represented lead arranger and administrative agent in connection with $1.5 billion syndicated revolving credit facility for an instrumentality of a United States Government agency.

$7 Billion Syndicated Credit Facility
Represented the joint lead arrangers and joint bookrunners in connection with a $7 billion syndicated revolving credit facility for ConocoPhillips, the largest independent oil and gas exploration and production company in the world. 

$150 Million Note Purchase Agreement
Represented Alta Mesa Holdings, LP as borrower under a $150 million note purchase agreement entered into in connection with the company's recapitalization.

Innovative Mag-Drive, LLC Acquisition
Represented Flowserve US Inc. in its acquisition of Innovative Mag-Drive, LLC d/b/a Innomag, a manufacturer of advanced sealless magnetic drive centrifugal pumps.

Chief Oil Marcellus Shale Acquisition
Represented Chief Oil & Gas and its working interest partners, Enerplus Resources (USA) and Tug Hill Marcellus, in its acquisition of MKR Holdings LLC from a subsidiary of Chesapeake Energy Corporation for about $500 million.

Strategic Acquisition of Data Services Company
Represented one of the nation's largest background screening providers in the strategic acquisition of a data collection services company.

Credit Suisse in $100 Million Margin Loan
Advised Credit Suisse in its role as lead lender and administrative agent in a $100 million margin loan facility to a subsidiary of Rentech, Inc., an owner and operator of wood fiber processing and nitrogen fertilizer manufacturing businesses. The loan is collateralized by a portion of the publicly traded units of Rentech Nitrogen Partners, L.P.

Equity Rollover Transaction
Represent U.S. sellers in an equity rollover transaction in which a U.S. private equity firm acquired a controlling interest in the target U.S. and Canadian businesses.

$500 Million Senior Secured Syndicated Credit Facility for New Midstream Energy Limited Partnership
Represented Wells Fargo Securities, LLC as lead arranger and Wells Fargo Bank, N.A. as administrative agent in connection with $500 million senior secured syndicated credit facility for QEP Midstream Partners, LP, a midstream energy master limited partnership with assets in Wyoming, Colorado, Utah and North Dakota.

Acquisition of Marketing Werks, Inc.
Represented CROSSMARK, Inc., a leading consumer goods sales and marketing services company, in its acquisition of Marketing Werks Inc., the largest independent consumer-engagement company in the country.

$160 Million Senior Secured Advancing Term Loan and $10 Million Equity Investment
Represented investment firm in credit facility with oil and gas waste disposal company and corresponding equity investment in company. Proceeds were used to refinance existing indebtedness and fund an acquisition.

Deutsche Bank/Green Energy Team Hawaii Biomass Project
Represented Deutsche Bank Securities Inc., as Mandated Lead Arranger and Lender for a $76.1 million loan facility to fund construction of a 7.5-megawatt (net) biomass-to-energy facility on the island of Kaua'i, Hawaii.

Represented Alta Mesa Holdings, LP in a $150 Million Note Offering
Successfully represented Alta Mesa Holdings, LP, a privately held company engaged primarily in onshore oil and natural gas acquisition, exploitation, exploration and production, in the private issuance of $150 million aggregate principal amount of 9.625 percent Senior Notes due 2018.

Acquisition of Service King by the Carlyle Group
Advised Service King Collision Repair Centers in the sale of its operations to a private equity fund managed by The Carlyle Group.

Panda Temple Power, LLC - Credit Agreement
Represented Panda Temple Power, LLC as borrower in a $300 million credit facility.

NorthStar Realty Finance Corp. and the John Hancock Center
Represented NorthStar Realty Finance Corp. in its acquired control of the John Hancock Center in Chicago after buying $218 million of loans.

Landry's Inc. - Refinancing
Represented Landry's Inc. in its $1.6 billion refinancing, which included a new $1.2 billion credit facility, a Rule 144A offering, a tender offer for the repurchase of outstanding notes and related internal restructurings.

Online Publications

11/07/2013 - IFLR Guest Article: Private Investment Funds’ New Fatca Considerations
The key compliance considerations for private investment funds caught by the looming US statute

08/09/2013 - Private Equity Investment Funds can now have Pension Liability for the Obligations of Portfolio Companies
On July 24, 2013 the First Circuit Court of Appeals, applying an “investment plus” test, concluded that a Sun Capital private equity investment fund was engaged in a “trade or business” for purposes of determining whether the fund could be jointly and severally liable under ERISA for the unfunded pension withdrawal liability of the portfolio company.

04/09/2013 - Transfers in 2012 and Future Years
This alert outlines the gift tax return requirement for 2012 transactions and the use of "defined value" gifts and sales.

01/29/2013 - New Protocol Amending the Income Tax Treaty between the United States and Spain
On January 14, 2013 the United States and Spain signed a new protocol amending the existing income tax treaty between the United States and Spain that was signed on February 22, 1990. The Protocol modernizes the Treaty to conform with the existing treaty policies of both the Unites States and Spain.

01/09/2013 - The American Taxpayer Relief Act of 2012: Congress Finally Acts - Good News/Bad News for Estate Planning
After all of the sand had run out of the hourglass, Congress finally passed (and the President signed) a compromise tax bill to avoid very substantial income tax increases on taxpayers with income under $400,000 ($450,000 for joint filers).

01/19/2012 - Voluntary Disclosure Plan for Offshore Assets - Take #3
On January 9, 2012, the IRS issued a news release announcing that the IRS is opening a third Offshore Voluntary Disclosure Program for taxpayers who come forward (including taxpayers who have come forward since the 2011 disclosure program closed last September) to report previously undisclosed foreign accounts and assets.

01/12/2012 - New U.S. Reporting Rules Applicable to Certain Corporate Transactions
On or before January 17, 2012, domestic and foreign corporations will be required to report to both the IRS and their shareholders (on Form 8937) any corporate transaction which occurred in 2011 (including mergers, acquisitions, spin-offs, stock splits, redemptions and distributions) that affected a shareholder’s U.S. tax basis in the stock of the corporation.