Ryan Bray is a partner in the Tax practice.

His tax practice involves tax planning for domestic and cross-border mergers and acquisitions transactions and advising clients with respect to all corporate tax matters. He has significant experience advising  clients with respect to tax issues applicable to corporations filing consolidated income tax returns and tax issues arising in connection with debt restructurings and bankruptcy. Ryan also regularly advises emerging growth companies and their founders in connection with choice-of-entity decisions, financings and mergers and acquisitions.

Ryan represents private equity and corporate clients including Symphony Technology Group, Huntington Bancshares, and salesforce.com.

Mergers and Acquisitions

• CVS on its $69 billion acquisition of Aetna
• Unibail-Rodamco on its $25 billion acquisition of Westfield Corporation
• Canada Pension Plan Investment Board in connection with its $6.1 billion acquisition of Pattern Energy Group Inc. and its sale of Air Distribution Technologies, Inc. to Johnson Controls, Inc.
• Viacom Inc. in its $30 billion merger with CBS Corporation
• Paramount Global (formerly ViacomCBS Inc.) in connection with multiple transactions, including its pending $2.175 billion sale of Simon & Schuster to Penguin Random House, its $500 million sale of CNET Media Group to Red Ventures, its acquisition of AwesomenessTV Holdings, LLC and multiple joint venture transactions
• Salesforce.com in several transactions, including its $2.8 billion acquisition of Demandware, its acquisitions of Quip, SteelBrick, ClickSoftware, MapAnything, Kerensen Consulting, Sequence and Toopher and smaller acquihire transactions
• Celanese Corporation in the restructuring of its 50/50 Korea Engineering Plastics Co. joint venture with Mitsubishi Gas Chemical Company, Inc., in its $1.575 billion divestiture of its interest in its Polyplastics joint venture to Daicel Corporation and various internal restructuring transactions
• Advanced Disposal Services, Inc. in its $4.6 billion acquisition by Waste Management, Inc. and related regulatory divestitures to GFL Environmental, Inc.
• SAP in connection with the carve-out and IPO of Qualtrics International
• McGraw Hill Financial in connection with its definitive agreement to sell J.D. Power to XIO Group for $1.1 billion in cash
• Passage Identity, a developer of a user authentication platform, in its acquisition by 1Password
• Zillow in connection with its $3.5 billion acquisition of Trulia
• LBO France and Yarpa on the disposal of McIntosh Group, a leading designer, manufacturer, and marketer of high-end home audio equipment, to Highlander Partners
• Local Bounti Corporation, a breakthrough U.S. indoor agriculture company combining the best aspects of vertical and greenhouse growing technologies, in its pending acquisition of California-based complementary indoor farming company Hollandia Produce Group, Inc.
• Tire Rack Holdings, Inc. and its stockholders in its acquisition by Discount Tire
• LyondellBasell Industries NV in its $2.25 billion acquisition of A. Schulman, Inc.
• KMG Chemicals in connection with its $1.6 billion acquisition by Cabot Microelectronics
• Vontier Corporation in its acquisition of DRB Systems for $965 million
• Texas Instruments Incorporated in connection with its acquisition of substantially all of the assets related to the operations of a 300-mm semiconductor factory from Micron Technology, Inc. for $900 million
• Fenway Sports Group in several transactions
• Amyris in several transactions, including its acquisition of OLIKA and its brand collaboration joint venture with actress and entrepreneur Tia Mowry
• Volta Inc. in an agreement to be acquired by Shell USA, a subsidiary of Shell in an all-cash transaction valued at approximately $169 million
• Volumetric Biotechnologies in its acquisition by 3D Systems
• Qatar Investment Authority in connection with its offer for Canary Wharf Group plc
• Banco Bradesco S.A. on its $500 million acquisition of BAC Florida Bank
• Glatfelter Corporation in its pending $308 million acquisition of the Jacob Holm Group and its acquisition of Georgia-Pacific’s U.S. nonwovens businesses for $175 million
• Shiseido Company Limited (Shiseido), a leading global cosmetics company, in various transactions, including the approximately $485 million sale of its wholly-owned subsidiary Zotos International Inc., a global haircare company, and certain related assets to the German headquartered Henkel Corporation (Henkel)
• Prairie Farms in connection with its acquisition of certain assets of Dean Foods under a bankruptcy court approved sale procedure
• DBAG Fund VI and Deutsche Beteiligungs AG in connection with the reorganization of Pfaudler Group.
• Fairfax Financial Holdings Limited in various transactions, including its acquisitions of Allied World Assurance Company Holdings
• Liveoak Technologies, Inc. in its sale to DocuSign, Inc.
• Ibere Pharmaceuticals, a blank check company formed for the purpose of effecting a merger in the pharmaceutical and life sciences industries, in its $138 million initial public offering
• Stone Point Capital in the sale of its portfolio company, Hodges-Mace to Alight Solutions
• EQT Mid Market US GP B.V. on its acquisition of Innovyze, Inc.
• ARX Holding Corp., the parent company of American Strategic Insurance Corp., in connection with its sale of a controlling position to The Progressive Corporation.
• Q Engineering, LLC in its sale to Enverus
• Centina Systems, Inc. in its sale to Ciena Corporation
• Bluespring Wealth Partners, a subsidiary of Kestra Financial, Inc., in connection with multiple acquisitions
• Pushpay Holdings Limited in connection with multiple transactions, including its acquisition of Resi Media and Church Community Builder
• Empyrean Benefit Solutions, Inc. in its acquisition of Bloom Health Corporation and in its sale to Securian Financial Group, Inc.
• GENEWIZ Group in its $450 million acquisition by Brooks Automation, Inc.
• CX Partners and Capital Square Partners in connection with the $420 million sale of Minacs to Concentrix Global Holdings Inc.
• American Financial & Automotive Services, Inc. and American Financial Warranty Company in connection with the sale of 100 percent of their outstanding stock to Assurant, Inc.
• Francisco Partners in various transactions
• Vector Capital in numerous transactions
• Symphony Technology Group in various transactions
• Fallbrook Technologies Inc. and certain of its affiliates in their voluntary chapter 11 cases commenced in the United States Bankruptcy Court for the District of Delaware
• Bain Capital in its acquisition of VXI Global Solutions
• Trend Micro International in its acquisition of Hewlett-Packard Company's TippingPoint business

Venture Capital Transactions

• Restream Inc. in its $50 million Series A financing led by Sapphire Ventures and Insight Partners
• Caris Life Sciences, Inc. in several transactions, including its $400 million senior secured term loan facility and its $830 million Series D financing
• Schoox Inc. in its strategic growth investment from Vista Equity Partners
• Theatro Labs, an AI-Powered voice-controlled mobile platform in its $20 million Series C financing
• LiveOak Venture Partners in multiple venture capital financings

Capital Markets Transactions

• Paramount Global (formerly ViacomCBS Inc.) in connection with multiple transactions, including in connection with it $1 billion issuance of 6.375% Fixed-to-Fixed Rate Junior Subordinated Debentures due 2062 and its offerings of $2 billion of class B common stock and $1 billion of series A mandatory convertible preferred stock
• Glatfelter Corporation in connection with its offering of $500 million aggregate principal amount of 4.750 percent senior notes due 2029
• LyondellBasell on its $3 billion “modified Dutch Auction” tender offer
• Ibere Pharmaceuticals, a blank check company formed for the purpose of effecting a merger in the pharmaceutical and life sciences industries, in its $138 million initial public offering
• Joint book-running managers and representatives of the several underwriters in connection with Amgen Inc.’s registered offering of €2 billion of investment-grade notes, consisting of €1,250,000,000 of 1.250% senior notes due 2022 and €750,000,000 of 2.000% senior notes due 2026
• The Special Committee of the Board of Directors of New York-listed E-Commerce China Dangdang Inc. in connection with its approximately US$556 million going-private transaction
• Electronic Arts Inc. in connection with a public offering of $600,000,000 principal amount of 3.700% senior notes due 2021
• West Fraser Timber Co. Ltd. in connection with a Rule 144A/Regulation S offering of $300 million aggregate principal amount of West Fraser’s 4.35% Senior Notes due 2024
• City Office REIT in its IPO on the NYSE and subsequent offerings
• China Rapid Finance Limited in its IPO on the NYSE