Nicholas Warther
Partner
Tax
Overview
Nick Warther is a tax partner in the Chicago office of Kirkland & Ellis LLP. He advises on a wide variety of complex transactions, focusing on the tax aspects of mergers and acquisitions, buyouts, in- and out-of-court restructurings, special situations and financing matters, and investment fund formations.
Experience
Representative Matters
Private Equity and M&A
- Clayton, Dubilier & Rice and its portfolio companies in numerous matters, including in the:
- $10.3 billion acquisition of Sealed Air Corporation
- $7 billion acquisition of Focus Financial Partners Inc.
- acquisition of a 50% controlling stake in Opella, valuing Opella at approximately €16 billion
- $2.3 billion acquisition of Veritiv Corporation and Veritiv Corporation’s acquisition of Orora Packaging Solutions
- recapitalization transactions for Brand Industrial Services, Inc., including issuance of $1.3 billion of senior secured notes and $1.3 billion of new term loans and a $1.1 billion equity contribution
- $500 million PIPE Investment for Resideo’s acquisition of Snap One
- sale of a minority sake in Motor Fuel Group, raising £500 million
- GTCR and its portfolio companies in numerous matters, including in the:
- acquisition of a majority stake in the Worldpay Merchant Solutions business from FIS and the subsequent sale of Worldpay for $24.25 billion
- $2.7 billion acquisition of AssetMark Financial Holdings, Inc.
- investment by Genstar Capital in Jet Support Services, Inc.
- Sycamore Partners and its portfolio companies in numerous matters, including in its acquisition of Ste. Michelle Wine Estates from Altria Group, Inc.
- Paine Schwartz Partners in numerous matters, including in its sale of Verdesian Life Sciences to AEA Investors
- R1 RCM Inc. in its $4.1 billion acquisition of Cloudmed
- Wind Point Partners and its portfolio company Voyant Beauty Holdings, LLC in the acquisition of the KIK Personal Care Business
- Estancia Capital Partners in numerous matters, including its acquisition and exit of PMA Financial Network, LLC
- Weeks Marine, Inc. on its sale to Kiewit Corporation
- Poema Global Holdings Corp., a special purpose acquisition company, on its business combination with Gogoro Inc. in a transaction valuing Gogoro at $2.35 billion
Bankruptcy, Restructuring & Special Situations
- Multi-Color Corporation (MCC) in its prepackaged Chapter 11 proceedings, with transactions contemplated to reduce MCC’s net debt from $5.9 billion to $2 billion, provide for a $889 million new common and preferred equity investment, and capitalize the go-forward business with over $550 million of capital
- Marelli Holdings Co., Ltd. in its prearranged Chapter 11 cases, which received commitments for over $1.1 billion of new debtor-in-possession financing and plans to equitize nearly $5 billion of funded indebtedness subject to a marketing process for higher or better offers
- Envision Healthcare Corporation in its pre-arranged Chapter 11 cases resulting in a deleveraging of approximately $7.4 billion of debt and $2 billion in exit financing, as well as in a series of landmark liability management transactions
- Rite Aid Corporation in its prearranged Chapter 11 cases, entering with access to approximately $3.45 billion in committed DIP financing and an agreement in principle to delever its $4 billion debt load
- Windstream Holdings, Inc. in its Chapter 11 cases that addressed more than $5.6 billion in funded debt obligations
- Fortress Investment Group in numerous financing transactions
- Carlson Travel, Inc. in its prepackaged Chapter 11 cases where it eliminated almost $900 million of debt and secured access to $775 million of exit facilities and a $350 million equity investment
- Belk Inc. in the fastest-ever in-court restructuring transaction where Belk received $225 million of new capital and reduced its debt load by approximately $450 million
- Westmoreland Coal Company in its Chapter 11 cases that addressed funded debt obligations of approximately $1.4 billion
Clerk & Government Experience
InternUnited States Attorney’s Office for the Northern District of IllinoisSummer 2014
Prior Experience
Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY, Associate, 2016–2017
Skadden, Arps, Slate, Meagher & Flom LLP, New York, NY, Summer Associate, Summer 2015
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Credentials
Admissions & Qualifications
- 2017New York
- 2018Illinois
Education
- Harvard Law SchoolJ.D.cum laude2016
Research Assistant, Professor Louis Kaplow
Research Assistant, Professor Steven Shavell
- Columbia UniversityB.A., Statistics & Historymagna cum laude2013
Phi Beta Kappa
News &
Insights
Kirkland Recognized at Sommet du Droit