Susan Dunn

Tax Experience*

Susan’s fund-related tax experience includes advising:

• A private equity firm managing over $500 billion on the formation of various investment vehicles from $1 billion to over $4 billion, focusing on social impact investments and equity and credit investments. Represented sponsor in ongoing operational matters and LP-led secondaries.
• A private equity firm managing over $70 billion on the formation of a $3.5 billion fund focused on climate solutions, and with respect to ongoing operational matters, including those related to its commingled funds, managed account program, co-investments funds and a strategic rescue capital joint venture with another sponsor.
• A private equity firm managing over $880 billion on the formation of a hybrid fund that provides seed capital to third-party hedge fund managers in exchange for a revenue share agreement, as well as in the negotiation of underlying revenue share agreements. Represented sponsor in the formation of multiple rated note feeder structures and various funds of one with a sovereign wealth fund, a U.S. pension fund and a Japanese bank, in addition to a joint venture with a foreign pension fund.
• A private equity firm managing over $30 billion on the formation of a $2.6 billion credit fund and on the formation of a side car vehicle for opportunistic investments. 
• A hedge fund managing over $27 billion on the formation of various investment vehicles.
• A tier 1 investment bank on the formation of a real estate investment trust (“REIT”) joint venture with a sponsor.
• A management company of a leading university on the formation of a REIT joint venture with a sponsor.

Susan’s M&A/corporate-related tax experience includes representing:

• Apollo in its $1.2 billion investment in Expedia Group, its $300 million investment in Cimpress plc, and its €500 million investment in Sazka Group A.S.
• General Atlantic in its investments in Threatlocker, Inc. and Incode Technologies, Inc.
• Chevron in its $13 billion acquisition of Noble Energy, Inc.
• Nuance Communications, Inc. in its $19.7 billion sale to Microsoft Corp.
• Various issuers with respect to securitizations, including Self Esteem Brands, LLC, a portfolio company backed by Roark Capital Group, in its $505 billion whole-business securitization.
• Tricon Residential Inc. in its $5 billion single-family home joint venture with Teacher Retirement System of Texas, Pacific Life Insurance Company and a leading global investor, as well as in its subsequent $315 million sale to a REIT. Represented Tricon in its $570 million U.S. IPO and private placement.
• SPARC Group LLC in its $305 million stalking-horse bid to acquire Brooks Brothers as part of a court-supervised auction.
• Brookfield Asset Management, Inc. and Simon Property Group in their agreement to purchase certain assets of J.C. Penney Company, Inc. out of bankruptcy.
• SPARC Group LLC and Authentic Brands Group LLC in their stalking-horse agreement to purchase the operating assets of Lucky Brand Dungarees, LLC.
• SPARC Group LLC and Authentic Brands Group in their acquisition of Eddie Bauer.
• SeaWorld Parks & Entertainment, Inc. in its offering of $227.5 million in aggregate principal amount of its 8.750% first-lien senior secured notes.
• An ad hoc group of holding company noteholders in the Chapter 11 cases of Intelsat S.A., operator of the world’s largest and most advanced satellite fleet and connectivity infrastructure, and its co-debtor affiliates.
• Hemnet Group AB, a General Atlantic-backed company, in its $1.39 billion IPO.
• Citigroup Global Markets Inc. in the $750 million IPO of Gores Guggenheim, a blank check company formed by The Gores Group and Guggenheim Partners.
• Conair Corporation in its sale to American Securities LLC.
• Altimar Acquisition Corp. II, a SPAC, in its combination with Fathom Digital Manufacturing Corporation in a $1.5 billion go-public merger.

* All representations with the exception of the last two fund-related matters occurred prior to Susan’s joining Ropes & Gray