Jon B. Nelsen
Overview
Jon Nelsen is a tax partner in the Austin office of Kirkland & Ellis LLP. He advises sponsors, issuers, borrowers, credit funds and initial purchasers on federal income tax matters relating to a broad array of structured finance transactions, including securitizations, structured private credit, private placements, complex hybrid instruments, rated note funds, collateralized fund obligations, collateralized loan obligations and receivables financings. He also represents asset managers and equity investors in broadly syndicated CLO and warehouse lending facility transactions.
Jon’s tax practice also includes representing private equity sponsors, their portfolio companies and a variety of other private and public companies in mergers and acquisitions, divestitures, private equity investments and complex joint ventures.
Experience
Representative Matters
Switch, a portfolio company of Digital Bridge and IFM, in multiple Rule 144A ABS transactions totaling over $2.5 billion, including the largest green data center ABS transaction ever completed and the first transaction in the enterprise colocation space to achieve a senior sub-tranche with AAA ratings
Brookfield Asset Management (NYSE: BAM, TSX: BAM) in the formation of a $2.1 billion hybrid capital joint venture with Healthpeak Properties (NYSE: DOC), involving a portfolio of outpatient medical buildings
Oncourse Home Solutions in a first-of-its-kind $1.655 billion whole business securitization of home infrastructure warranty assets — the largest inaugural non-quick-service restaurant WBS completed
Initial purchasers in connection with the offering of $1 billion of term notes and $320 million of variable funding notes by indirect subsidiaries of Domino’s Pizza Inc. (Nasdaq: DPZ) under its whole business securitization facility, marking the first major update to the platform since 2012
Jersey Mike’s in connection with its fifth securitization and $760 million note issuance
Point Broadband, a regional broadband provider backed by GTCR and Berkshire Partners, on its inaugural $725 million securitization of fiber and fixed network wireless network assets
Tropical Smoothie Café in its $570 million inaugural whole business securitization facility secured by franchise agreements, royalties and intellectual property
Qdoba Restaurant Corporation in its $435 million whole business securitization
Surf Internet, a provider of fiber optic telecommunication services, on its inaugural $407 million fiber ABS, consisting of a $332 million offering of secured fiber network revenue term notes and a $75 million variable funding note facility
Metro Communications in various transactions, including:
- $399.2 million term note issuance and $60 million upsize of its variable funding note facility which increased the existing facility’s collateral pool by adding assets acquired from Clearwave Fiber LLC
- $322 million inaugural fiber ABS transaction — a private placement with delayed draw notes, distributed in the 4(a)(2) market
Scooter’s Coffee on its inaugural $375 million whole business securitization, consisting of $350 million of Class A-2 term notes and a $25 million variable funding note, through two co-issuers
Unrivaled, a professional women's basketball league, in its Series B investment round led by Bessemer Venture Partners, which increases the league valuation to $340 million
Blackstone-sponsored Tropical Smoothie Cafe, LLC (TSC) in connection with the issuance of its Series 2026-1 term notes under its whole business securitization (WBS) facility, comprising $180 million of Class A-2 notes and $90 million of subordinated Class M notes, which are the first tranche of subordinated notes issued by TSC and among the first issued in the WBS market
Seeker Music in a $267 million private music ABS transaction backed by its catalogs from Joan Jett, Swizz Beatz, B.o.B, Shaboozy and others
A quick-service restaurant franchisor in the issuance of $125 million of term notes and delayed-draw notes under its whole business securitization facility
Ares Management in its investment in Ryan, a tax services and software provider with an integrated suite of federal, state, local and international tax services
Trinity Hunt Partners-backed:
- Argano in its acquisition of Gaea Global Technologies, an Oracle partner
- Argano its acquisition of Ascend, a provider of implementation, optimization and managed services for UKG’s AI-led Workforce Operating Platform
- Argano in its acquisition of Denovo Ventures, a provider of digital transformation and managed services
- Argano in its acquisition of HyBridge Solutions, a provider of cloud-focused consulting services
- Argano in its acquisition of Twelve Consulting Group, a provider of enterprise performance consulting solutions
- Argano in its acquisition of Real Dynamics, a provider of Microsoft Dynamics 365 solutions
- Verndale in its acquisition of the Product Experience Division of Amp, a provider of product design, UX, engineering and digital marketing services, from Advantage Solutions
GCM Grosvenor in its investment in Shepherds Flat, a 338-turbine wind farm with a nameplate capacity of 845 MW
Morgan Stanley Infrastructure Partners in:
- its investment in The Pasha Group, a maritime transportation company
- the sale of its equity stake in Crowley Wind Services, an offshore wind energy solutions company
Mosaik Partners, as lead investor, in the Series A investment round in Sigma Ratings, a risk screening and monitoring platform
Sage Surface Partners, a portfolio company of Trinity Hunt Partners — in its acquisition of Pavement Maintenance, Inc.
Arroyo Investors in its sale of ARCO, one of the largest independent renewable power producers in Chile, to Sonnedix, a global renewable energy independent power producer
Major global financial institution — application of FATCA rules and treaties before US governmental bodies
Major energy company — case before IRS Exam on origin of the claim issues flowing from litigation resolution
Numerous private foundations — application of excise tax rules
RedTeam Software, LLC, a construction management software provider, in its acquisition of PASKR Inc., a cloud-based construction management solution
Prior Experience
Partner, Armbrust & Brown PLLC, 2021
Partner, Baker Botts LLP, 2006–2021
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Recognition
Credentials
Admissions & Qualifications
- Texas
Courts
- United States District Court for the Southern District of Texas
Education
- University of Texas at Austin School of LawJ.D.with Highest Honors2006
Order of the Coif
Chancellors
Associate Editor, Texas Law Review
- University of Colorado at BoulderB.A., Political Science & History2002Phi Beta Kappa