Benjamin Rogers

Partner

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  • JD, Yale Law School, 2009; Executive Editor, Yale Journal on Regulation
  • BA (Philosophy and Music), summa cum laude, Amherst College, 2006

Qualifications

  • California, 2019
  • Massachusetts, 2010
  • Honorable Guido Calabresi, U.S. Court of Appeals for the Second Circuit (2009 - 2010)

Benjamin Rogers

Partner

Private equity firms, private enterprises and public companies alike turn to tax partner Ben Rogers for advice on a variety of complex business transactions.

Ben regularly counsels some of the world’s largest private equity firms and their portfolio companies on mergers, acquisitions, dispositions and carve-outs. He also advises public and private companies on tax-free spinoffs and split-offs.

A valued advisor to clients seeking the most efficient tax structure for any transaction, Ben works with businesses across industries, including health care, life sciences, banking and technology. His work encompasses the diverse range of tax issues that arise in multifaceted business deals. Ben has also guided firms and companies through initial public offerings and debt or equity financing, and handled an assortment of real estate transactions.

Beyond his work with private equity firms and privately or publicly-held companies, Ben advises institutional investors on tax considerations relating to investment funds and direct investments.

Experience

Life Sciences & Health Care

  • Represented Shire Plc in connection with its $32 billion combination with Baxalta, a business spun out of Baxter International, for a combination of cash and stock.
  • Represented the Blackstone Group and its portfolio company Change Healthcare Holdings in Change’s 2017 combination with McKesson Technology Solutions to create a joint venture with pro forma annual revenues of $3.4 billion.
  • Represented Ironwood Pharmaceuticals, a GI-focused health care company, in connection with its tax-free spin-off of its soluble guanylate cyclase business, Cyclerion Therapeutics, Inc., and Cyclerion’s private placement of equity.
  • Represented Golden Gate Capital in its acquisition of a 51 percent interest in Ensemble Health Partners, an industry-leading revenue cycle management provider, from Bon Secours Mercy Health.
  • Represented Genstar Capital in its acquisition of Advarra, a provider of institutional review board, institutional biosafety committee, and research quality and compliance services, and Advarra’s acquisition of Forte, a provider of software and services for clinical trial management, clinical data management and research administration.
  • Represented Cancer Treatment Services International, which owns and operates a network of cancer treatment facilities across India and South Asia, and TPG Growth in the sale of Cancer Treatment Services International to Varian Medical Systems for $283 million.
  • Represented TPG Capital portfolio company WellSky Corporation in its acquisition of ClearCare, Inc., a leading SaaS provider used by home care companies.
  • Represented Avista Capital Partners in its acquisition of GCM Holding Corporation from May River Capital LLC.
  • *Represented Altamont Capital Partners in its carve-out acquisition of Publicis Healthcare Solutions, a leading pharmaceutical contract commercial services organization, from Publicis Groupe.*
  • Represented Avista Capital Partners in its 2017 carve-out acquisition of United BioSource from Express Scripts Holding Company.
  • Represented Cressey & Company in its 2015 recapitalization of veterinary hospital operator VetCor Group Holdings Corp. alongside Harvest Partners, LP, and VetCor’s subsequent 2018 recapitalization alongside Harvest Partners, LP and Oak Hill Capital Partners.

Technology

  • Represented SunGard Data Systems, a software and technology services company with annual revenue of approximately $2.8 billion, and its private equity shareholders in its 2014 tax-free split-off of Sungard Availability Services, a managed IT, cloud, and recovery services company with annual revenue of approximately $1.4 billion.
  • Represented TPG Capital and its portfolio company Eze Software, a leading global provider of investment management solutions, in the 2018 sale of Eze Software to SS&C Technologies Holdings, Inc. for $1.45 billion.
  • Represented the Blackstone Group and Bain Capital in the 2016 sale of The Weather Company’s B2B, mobile and cloud-based web properties to IBM.
  • Represented Evergreen Coast Capital in its investment in WorkForce Software.
  • Represented Charlesbank Capital Partners in its 2014 acquisition of HDT Global.

Retail & Consumer

  • Represented Golden Gate Capital in connection with the 2018 combination of its portfolio company Express Oil Change & Tire Engineers with Mavis Discount Tire, creating one of the largest independent automotive service platforms in the U.S.
  • Represented Kohlberg & Co. in its 2017 carve-out acquisition of the Winter Sports division of Newell Brands Inc. for $240 million.
  • Represented TPG Capital and its portfolio company American Tire Distributors in connection with a 2015 investment in ATD by Ares Management, L.P.
  • Represented AUA Private Equity Partners LLC in its 2015 investment in restaurant chain Tijuana Flats Holdings LLC.

Manufacturing

  • Advised acpi®, a portfolio company of American Industrial Partners, on its agreement to acquire Masco Cabinetry, a division of Masco Corporation, and a related refinancing.
  • Represented Genstar Capital in its 2017 acquisition of Tekni-Plex, Inc., a global company focused on developing highly engineered products, including medical tubing and compounds, pharma barrier films, dispensing components, closure liners and specialty food packaging.
  • Represented Tekni-Plex in its 2018 acquisition of the healthcare packaging, performance lidstock, indication seal and specialty lamination businesses of Oracle Packaging.
  • Represented cutting systems manufacturer Hypertherm, Inc. in its 2014 reorganization into a 100% Employee Stock Ownership Plan-owned S Corporation.

Energy & Infrastructure

  • Represented Osmose Utilities Services, Inc., the leading provider of critical inspection, maintenance and restoration services for wood and steel infrastructure in the United States, in its sale to EQT Infrastructure from Kohlberg Investors VII, a fund managed by Kohlberg & Company, LLC.
  • Represented Aretex Capital Partners, a global private equity firm, in its 2018 acquisition of Alerian, a leading provider of energy infrastructure indices and market intelligence.
  • Represented Bain Capital in its 2013 acquisition and its 2016 sale to Frank’s International of Blackhawk Specialty Tools, LLC, an oil and gas services company.

Financial Services

  • Represented Gordon Brothers, a global advisory, restructuring and investment firm specializing in the industrial, consumer products and retail sectors, in connection with a 2018 investment from the Trident VII funds managed by Stone Point Capital LLC, a private equity firm focused on investing in the financial services industry.

Media & Marketing

  • Represented TPG Growth, the middle market and growth equity platform of global alternative investment firm TPG, in its 2018 partnership with management to acquire HALO Branded Solutions from Audax Private Equity.
  • Represented Titan Outdoor Holdings, Inc. and its majority owner Welsh, Carson, Anderson & Stowe in the 2015 sale of Titan to Intersection Holdings, LLC.

Education

  • Represented Golden Gate Capital in its 2018 acquisition of early education provider The Learning Experience.
  • JD, Yale Law School, 2009; Executive Editor, Yale Journal on Regulation
  • BA (Philosophy and Music), summa cum laude, Amherst College, 2006
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