Adam D. Greenwood
Adam Greenwood is a partner practicing in the tax practice. His practice focuses on transactional tax matters, including matters relating to private equity, real estate and hedge funds; mergers and acquisitions; inbound and outbound investments; and secondary transactions.
- Represented TPG Capital on various investment matters, including investments in: McAfee, the cybersecurity company; DirecTV, the video programming distributor; Entertainment Partners, the leading global end-to-end provider of production workforce management and automated production software and services to the entertainment industry; Exactech, a leading developer and producer of orthopaedic implant devices and surgical instrumentation for extremities and large joints; and Mediware Information Systems, Inc., a supplier of SaaS and other software platforms for health care and human services providers and payors, from Thoma Bravo.
- Represented HIG Capital on various investment matters, including investments in: Capstone Logistics, a provider of outsourced supply chain solutions to distribution centers catering primarily to the grocery, food service, and retail industries; and VIP Cinema Seating, a leading designer and assembler of premium seating solutions for the global cinema industry; .
- Represented New Mountain Capital on various investment matters, including investments in: Topix Pharmaceuticals, a leading provider of innovative therapeutic and cosmetic skin care products; HomeX, an innovative home services platform for both homeowners and service providers; Cytel, a leading provider of statistical software and advanced analytics for clinical trial design and biometrics execution; Tinuiti, a leading independent performance marketing firm focused on digital marketing and media; HealthComp, a leading independent third party administrator of health care benefits for self-funded employers; Cloudmed, a revenue cycle management business; and Beeline, a global leader in cloud software solutions that help companies manage their seasonal, project-based and temporary workforces.
- Represented Harvest Partners on various investment matters, including investments in: Galway Insurance Holdings, one of the nation’s largest insurance distribution firms, alongside existing private equity investors Oak Hill Capital and The Carlyle Group; Lazer Spot, the market leader in mission critical, outsourced yard management services in the United States and Canada and only national provider of trailer spotting services and shuttling; Yellowstone Landscape, the second largest commercial landscaping company in the United States and leading provider of landscape services to over 5,000 customers throughout the Southern and Southwestern United States; and Integrity Marketing Group, the nation’s leading independent distributor of life and health insurance products to the senior market;
- Represented Aquiline Capital Partners on various investment matters, including investments in: RIA in a Box, a leading Software-as-a-Service provider of compliance, cybersecurity, and operational software solutions to the wealth management industry; ABC Legal, a national, tech-enabled legal logistics and document business; and Aspirion Health Resources, a full-service revenue cycle management company.
- Represented American Industrial Partners on various investment matters, including investments in: Cabinetworks Group, a leading manufacturer and distributor of kitchen and bath cabinets, in the sale of Cabinetworks to Platinum Equity; SEACOR Holdings Inc., a diversified shipping and logistics company; Domtar’s Personal Care business, a manufacturer and marketer of adult incontinence and infant diapers and related products; the former Aleris Lewisport automotive body sheet plant from Novelis; Current by GE, a leading provider of energy efficiency and digital productivity solutions for commercial offices, retail stores, industrial facilities and cities; and Elkay Wood Products Company, a leading manufacturer of kitchen and bath cabinetry.
“Up-C” Matters; Tax Receivable Agreement (“TRA”) Matters
- Represented McAfee Corp, the cybersecurity company, in its initial public offering (structured as an “Up-C”) and subsequent $14 billion acquisition by an investor group comprised of Advent International, Permira Advisers, Crosspoint Capital, Canada Pension Plan Investment Board, GIC and ADIA.
- Represented McAfee in its $4 billion sale of its Enterprise business to Symphony Technology Group
- Represented European Wax Center (structured as an “Up-C”), a global chain of hair removal salons, in connection with its $400 million whole-business securitization transaction.
- Represented New Mountain Capital in the reorganization and initial public offering of Signify Health (structured as an “Up-C”), a leading health care platform that leverages advanced analytics, technology, and nationwide health care provider networks to create and power value-based payment programs
- Represented TPG Growth in the reorganization and initial public offering of Evolent Health (structured as an “Up-C”), an information technology provider and consultancy firm in the healthcare sector.
- Represented TPG Growth in the registration and initial public offering of Greensky Inc., a financial technology company.
- Represented The Habit Restaurants, Inc., a hamburger restaurant chain, in its initial public offering (structured as an “Up-C”) and subsequent acquisition by Yum! Brands for $375 million.
- Represented Norcraft Companies, Inc., a cabinet maker, in its reorganization and initial public offering (structured as an “Up-C”)and subsequent acquisition by Fortune Brands Home & Security for $600 million.
- Represented TPG Capital in the reorganization and initial public offering (structured as an “Up-C”) of Taylor Morrison, a home builder.
- Represented Olaplex, a hair care company, in the completion of its “NOL TRA” incident to its $1.8 billion initial public offering.
- Represented Surgery Partners, a leading healthcare services company, in the completion of its “NOL TRA” incident to its initial public offering.
Fund Formation Matters
- Represents Benefit Street Partners, in fund formation matters.
- Represents ACORE Capital in fund formation matters.
- Represents AlpInvest Partners in fund formation and investment matters.
- Represents CIFC Asset Management in fund formation matters.
- Represents Angelo, Gordon & Co. in fund formation matters.
- Represents Crosspoint Capital Partners in fund formation matters.
- Represents KarpReilly Capital Partners in fund formation and investment matters.
- Represents CRG Partners in fund formation and investment matters.
- Co-author, “Considerations When Purchasing Tax Receivable Agreements,” Law360 (July 27, 2018)
- Co-author, “Tax Receivable Agreements and Tax Reform Proposals,” Ropes & Gray Alert (November 10, 2017)
- Author, “Non-US investors and the lending trade-or-business debate,” Alt Credit Intelligence (August 2016)
- Author, “Non-US investors and the lending trade-or-business debate,” HFMWeek (August 4, 2016)
- Quoted, “Foreign Funds Slow To Buy US Property Despite Tax Change,” Law360 (July 22, 2016)
- Panelist, “Impact of Tax Rules on Inbound and Outbound Investments by PE Funds,” Private Equity Tax Practices Conference (December 2018)
- Panelist, “Tax and Regulatory Update,” Private Debt Investor CFOs and COOs Forum 2018 (June 2018)
- Panelist, “Select Partnership Issues and Private Investment Funds,” American Bar Association (May 2016)
- JD, New York University School of Law, 2006
- AB (Applied Mathematics and History), Brown University, 2003; Sigma Xi
Admissions / Qualifications
- New York, 2007
- Massachusetts, 2006
- The Best Lawyers in America (2023)
- Legal 500 (2018, 2020)
- New York Metro Super Lawyers Rising Star (2015-2021)