Robert A. Friedman

Partner

New York
Business Phone: 212.704.6048
Business Fax: 212.704.5994

robert.friedman@troutmansanders.com

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Robert Friedman is a partner in the New York office of Troutman Sanders LLP and is a member of the firm’s Tax practice. He advises clients on all aspects of corporate and partnership tax matters, with a particular emphasis on the tax aspects of private and public mergers, acquisitions, joint ventures, divestitures, private equity fund formation, financial products and electric and gas utility tax issues.

Representative Matters

  • Represented Tribute Pharmaceuticals in its combination with POZEN Inc. and the creation of Aralez Pharmaceuticals Inc., a global specialty pharmaceutical company with operations in Canada, Ireland and the United States.
  • Represented ARRIS Group, Inc., in a $2.1B acquisition of Pace plc and a simultaneous “inversion,” in which ARRIS reincorporated in the United Kingdom.
  • Represented Snyder’s-Lance Inc. in its acquisition of snack foods company Diamond Foods Inc. for $1.91 billion, including the assumption of approximately $640 million in debt.
  • Represented ARRIS Group, Inc. in its acquisition of General Instrument Corporation, which included all assets of the former Motorola Home Business, for $2.35 billion.
  • Represented Domtar Corporation in its acquisition of AHP Holdings Inc., a subsidiary of DSG International Ltd., for $272.5 million.
  • Represented NTELOS Holdings Corp. in its tax-free spin-off of Lumos Networks Corp.
  • Represented ARRIS Group, Inc. in its acquisition of publicly-held BigBand Networks for a purchase price of $2.24 per share in cash.
  • Represented AGCO Corporation in its acquisition of GSI Holdings Corp. from affiliates of New York-based Centerbridge Partners, L.P. for $940 million in cash.
  • Represented Domtar Corporation it is acquisition of privately-held Attends Healthcare, Inc. from KPS Capital Partners, L.P. for $315 million.
  • Represented BB&T Corporation (NYSE: BBT) in the sale of its direct consumer finance lending company to The Blackstone Group L.P.
  • Represented Mangrove Equity Partners, L.P., a lower middle market private equity firm, in the acquisition and sale of several of its portfolio companies.
  • Represented EarthLink, Inc. in its acquisition of LogicalSolutions.net, Inc., a privately-held business.
  • Represented EarthLink, Inc. in its acquisition of STS Telecom, a privately-held business.
  • Represented Massey Energy Co. in its acquisition of privately-held Cumberland Resources Corp. for $960 million in cash and stock.
  • Represented NTELOS Holdings Corp. in its acquisition of the FiberNet business from One Communications Corp. for cash consideration of approximately $170 million.
  • Represented utility in connection with the negotiation of a Purchase and Sale Agreement for a 50 MW wind generation facility, in combination with a Power Purchase Agreement for the acquisition of the electrical output of a companion wind generation facility and related agreements governing the ownership and operation of certain shared Common Facilities.
  • Represented investor in connection with the acquisition of the debt and equity associated with a 10 MW geothermal facility located in Nevada.
  • Represented private equity fund sponsors in the formation of new funds.
  • Represented AbitibiBowater in connection with its issuance of $413 million in senior secured notes and its concurrent exchange offer for $293 million in senior unsecured notes.
  • Represented Chaparral Steel Company in its $4.3 billion sale to Gerdau Ameristeel.
  • Represented Bank of America in its sale of Marsico Capital Management to Thomas Marsico and its $3.3 billion purchase of U.S. Trust from The Charles Schwab Corporation.
  • Represented Avery Dennison in its $1.34 billion merger with Paxar.
  • Represented Morgans Hotel Group in connection with the creation of a joint venture with DLJ Merchant Bank, the financing to acquire, and the acquisition of, the Hard Rock Hotel & Casino in Las Vegas.
  • Represented Sky Financial Group Inc. in its merger with Huntington Bancshares Incorporated.
  • Represented issuers and underwriters in connection with the issuances of debt, hybrid debt and equity securities.

Presentations and Speaking Engagements

  • Speaker, Significant Cases and Rulings, Meeting of the Energy Tax Council - October 2009
  • Speaker, Financing Incentives, Meeting of the Energy Tax Council - April 2009
  • Speaker, Financing Incentives, March 2009, Troutman Sanders Seminar on Energy Support in the Stimulus Bill - March 2009
  • Co-Presenter, Circular 230, The Higher Cost of "Putting It In Writing”, Edison Electric Institute Semi-Annual Tax Committee Meeting - June 2005
  • Co-Presenter, An Analysis of the Long Term Capital Cases, Edison Electric Institute Semi-Annual Tax Committee Meeting - November 2004
  • Speaker, Tax Legislative Update for Owners of Nuclear Power Plants, Nuclear Decommissioning Fund Study Group - May 2003
  • Co-Presenter, Regulatory v. Tax Accounting - Distinctions, Differences and Common Ground, ABA Section of Taxation, Tax Accounting Committee -Fall 2002
  • Speaker, Tax Legislative Update for Owners of Nuclear Power Plants, Nuclear Decommissioning Fund Study Group - May 2002
  • Co-Presenter, Transaction Variations in the Market and Tax Planning, IMI Nuclear Decommissioning Trust Forum - November 2001
  • Speaker, The Ramifications of NRC License Extensions for Nuclear Power Plants, IMI Nuclear Decommissioning Trust Forum - November 2001
  • Speaker, Tax Planning Opportunities with Respect to Purchases of Nuclear Power Plants, Nuclear Decommissioning Fund Study Group - May 2001

Publications

  • Are Investment Unit Contract Adjustment Payments Ordinary Income? Journal of Taxation of Financial Products, Vol. 6, No. 1 (2006)
  • Co-Author, Musings on the 'Active Business Requirement,' Tax Analysts, Special Report Tax Notes, Vol. 98, No. 8, February 17, 2003
  • Continuing Tax Uncertainties Surround the Trading of C02 Emission Allowances, Journal of Taxation of Financial Products (Summer 2001)
  • Contributing author, Financial Products: Taxation, Regulation, and Design, Andrea S. Kramer, 2000 Supplement
  • 1996 West Virginia Tax Developments, State and Local Tax Lawyer (Vol. 2, 1997)

Professional Experience

  • Partner, Troutman Sanders LLP, 2008-present
  • Counsel, Wachtell, Lipton, Rosen & Katz, 2006-2008
  • Associate, Thelen Reid & Priest LLP, 2001-2006
  • Tax Senior Associate, PricewaterhouseCoopers LLP, 1996-2001

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Education

  • New York University, LL.M., 2001
    Taxation
  • Benjamin N. Cardozo School of Law, J.D., 1996
  • Yeshiva University, B.S., 1991
    Accounting

Bar Admissions

  • New York
  • Connecticut