Sara B. Zablotney, P.C.
Overview
Sara Zablotney is a tax partner in the New York office of Kirkland & Ellis LLP. She is widely recognized as one of the top transactional tax lawyers in the country. Her practice is broad-based and encompasses all manner of complex transactions, focusing on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. She also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring. Chambers USA has praised her as “practical, quick on her feet and proactive” and “extremely knowledgeable with good judgment.” Sara has been recognized by Chambers USA for Tax [NY] from 2017–2020, as a “Rising Star” by Law360 for Tax Law in 2014, and is recommended by The Legal 500 U.S.
Experience
Representative Matters
Private Equity Matters
- Arya Sciences Acquisition Corp. in its combination with Immatics Biotechnologies GmbH and Arya Sciences Acquisition Corp. II in its $1.3 billion combination with Cerevel Therapeutics.
- Anastasia Beverly Hills in its strategic minority investment by TPG Capital.
- Apax Partners in numerous matters, including its $400 million investment in Verint® Systems Inc., its acquisition of MetaMetrics, its $4.4 billion sale of HUB International, its $3.3 billion acquisition of Align Networks and One Call Care Management, its acquisition of Ideal Protein, its sale of Epicor Software Corporation to KKR, its acquisition of Dominion Marine Media and its investment in Paycor, a Human Capital Management company.
- Lexitas, an Apax portfolio company, in its acquisition of Registered Agent Solutions Inc.
- Brookfield Business Partners L.P., and certain of its affiliates and institutional partners in the acquisition by merger of the outstanding publicly held common units of Teekay Offshore Partners L.P.
- Caisse de dépôt et placement du Québec in its pending major investment in Allied Universal.
- The Carlyle Group in its acquisition of Arctic Glacier Group Holdings, Inc. from H.I.G. Capital.
- Cerberus Capital Management in numerous matters including its acquisition of SubCom, TE’s Subsea Communications business, its controlling equity investment in the carved-out North American business of Avon Products, Inc., its related preferred equity investment in Avon Products, Inc., and its acquisition of Staples’ European business.
- FullBeauty Brands Holdings Corp. and its affiliates in their Chapter 11 cases in the U.S. Bankruptcy Court of the Southern District of New York. FullBeauty is an online plus-size apparel retailer that had $1.27 billion in funded debt at the commencement of filing. This was the first Chapter 11 case in history to obtain confirmation of a prepackaged Chapter 11 plan in less than 24 hours on February 4, 2019. FullBeauty emerged shortly thereafter on February 7, 2019.
- Gen II Fund Services, LLC in its strategic investment from General Atlantic, Hg and IHS Markit.
- Greenbriar Equity Group in numerous matters, including its acquisition of Muth Mirror Systems, its acquisition of EDAC Technologies, its acquisition of World Freight Co., its sale of Align Aerospace to AVIC, its acquisition of Ryan Herco Solutions, its investment in Frauscher Sensor Technology, and its investment in Morgan Auto Group.
- KKR in its strategic investment in UFC.
- Media Rights Capital in several transactions, including its business combination with dick clark productions and the publisher of The Hollywood Reporter and Billboard to form Valence Media.
- Valence Media in its $60 million minority stake in Fulwell 73, an Emmy-winning British independent production company. Fulwell 73 produces The Late Late Show With James Corden and Drop the Mic, as well as the documentaries Class of 92 and I Am Bolt.
- New Mountain Capital in numerous matters, including in connection with its acquisition of Classic Collision, its acquisition and combination of ABB/Con-Cise Optical Group LLC and Optical Distributor Group LLC, contact lens distributors, its acquisition of Diversified Food Service, its acquisition of Strategic Partners and its acquisition of Island Medical Management.
- TriZetto Corporation, a portfolio company of funds advised by Apax Partners, in its $2.7 billion sale to Cognizant Technology Solutions Corp.
- Wellspring Capital Management in its acquisition of Steele Solutions, Inc.
- Welsh, Carson, Anderson & Stowe in numerous matters, including its growth equity investment in Revel Systems, Inc., its sale of Peak 10, Inc., its acquisition of Service Repair Solutions and subsequent joint venture with Solera Inc., its acquisition of Alert Logic and its acquisition of Global Collect, B.V.
Public Company Matters
- AbbVie in its $63 billion acquisition of Allergan and in the issuance of $30 billion of debt to finance its acquisition of Allergan.
- Accenture in numerous matters, including its joint venture with Apax Partners from the carve out of Accenture’s Duck Creek Technologies insurance claims, billing and policy administration software business, its acquisition of CreativeDrive, its acquisition of Cloud Sherpas, its acquisition of Mortgage Cadence LLC, its $375 million acquisition of Procurian Inc., its $316 million acquisition of Acquity Group, its acquisition of global management consulting firm Kurt Salmon, its acquisition of the corporate advisory and aviation consulting businesses of Seabury Group, its acquisition of Meredith Xcelerated Marketing (MXM) and its acquisition of Symantec's Cyber Security Services business from Broadcom, Inc.
- Bristol-Myers Squibb in numerous matters, including its sale of its manufacturing facility in Swords, Ireland, to SK Biotek Co., Ltd., its $2.07 billion acquisition of Cardioxyl Pharmaceuticals, Inc., its $1.25 billion acquisition of Flexus Biosciences, its $520 million (including milestones) acquisition of Cormorant Pharmaceuticals, its up to $444 million (including milestones) acquisition of Galecto Biotech, its $475 million (including milestones) acquisition of F-star Alpha, its $1.6 billion sale of its French over-the-counter drugs business to Taisho Pharmaceutical, Ltd., its $90 billion acquisition of Celgene and its related $13.4 billion divesture of Celgene’s OTEZLA® program to Amgen.
- Celator Pharmaceuticals in its $1.5 billion sale to Jazz Pharmaceuticals.
- Corning Inc. in connection with the exchange of its 50% ownership interest in Dow Corning Corp. for 100% of the stock of a corporation that will hold an approximately 40% ownership interest in Hemlock Semiconductor Group and other assets including approximately $4.8 billion in cash.
- Energy Future Holdings in its $18.7 billion sale of the company and its stake in Oncor Electric Delivery Co. to NextEra Energy, and its $18.1 billion sale to Berkshire Hathaway Energy Co.
- EQT Corporation on its 15-year gas gathering agreement with EQM Midstream Partners, LP covering Pennsylvania and West Virginia, and the associated buyback of 25.3 million of EQT’s shares held in Equitrans Midstream Corporation.
- Health Assurance Acquisition Corp. in its initial public offering of SAIL℠ securities
- PropTech Acquisition Corporation in its pending combination with Porch.com, Inc.
- Talen Energy Corporation in its $5.2 billion sale to Riverstone Holdings LLC.
- Travelport Worldwide Limited in its $4.4 billion sale to Siris Capital Group, LLC and Evergreen Coast Capital Corp.
- United Airlines in its $6.8 billion financing comprising of $3.8 billion of bonds and $3 billion of term loans secured by the airline’s MileagePlus loyalty program and its $5 billion funding from the U.S. Treasury under the CARES Act Payroll Support Program.
- Wyndham Worldwide in connection with its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses, its approximately $1.3 billion sale of its European vacation rental business to Platinum Equity, its separation via spin-off into two separate publicly traded hospitality companies valued at approximately $11 billion, Wyndham Hotels & Resorts, Inc. and Wyndham Destinations, Inc., its $170 million acquisition of AmericInn and its $255 million acquisition of Shell Vacations LLC.
SPACs Matters
- The bidding consortium led by Advent, Cinven and the RAG-Stiftung on the acquisition of the elevator division of thyssenkrupp AG.
- Magnetar Capital in its launch of Star Peak Energy Transition Corp., a $350 million blank check company sponsored by affiliates of Magnetar and Triangle Peak Partners.
More
Thought Leadership
Publications
“A Rose by Any Other Name Will Cost You More,” Taxes, March 2020
“Sticking to Your Resolutions: Acting Under a Plan of Reorganization,” Tax Notes, April 2019
"Debt Instruments Subject to Timing Contingencies: A Discussion and Proposal," Bloomberg BNA Tax Management Memorandum, August 2013
"Taxing Thoughts on Outsourcing," Managing Offshore, September 2005
Memberships & Affiliations
Member, Tax Forum
New York State Bar Association, Tax Section: Member at Large of the Executive Committee; Co-chair of Taxable Transactions Committee
Credentials
Admissions & Qualifications
- 2003New York
Education
- New York University School of LawJ.D.cum laude2002
Leonard J. Schreier Memorial Prize in Ethics
Norma Z. Paige Award
Articles Editor, Annual Survey of American Law
- Duke UniversityB.A., Economics & Historymagna cum laude1999