Jonathan Talansky

• Represented Riverview Acquisition Corp. in completing its deSPAC business combination with Westrock Coffee Holdings, in which Westrock Coffee became a publicly listed company with an assumed market value of approximately $1.086 billion. The business combination will allow Westrock Coffee to accelerate the build-out of the United States’ largest roasting to ready-to-drink facility, as well as the Company’s further expansion into Europe, Asia Pacific, and the Middle East.
• Represented ManTech International Corporation, a leading provider of innovative technologies and solutions for mission-critical national security programs and other mission-focused services for U.S. defense, intelligence, and federal civilian agencies, in its acquisition by and sale to funds managed by global investment firm The Carlyle Group in an all-cash transaction with a total enterprise value of approximately $4.2 billion.
• Represented Genuine Parts Company (NYSE: GPC) (“GPC”) and its wholly-owned subsidiary, Motion Industries, Inc. ("Motion"), in the acquisition of Kaman Distribution Group ("KDG") from private investment firm Littlejohn & Co., LLC for a purchase price of $1.3 billion.
• Represented special purpose acquisition company BOA Acquisition Corp., in the de-SPAC transaction with Selina Holding Company, the world’s largest hospitality brand targeted to millennial and Gen Z travelers, valued at approximately $1.2 billion.
• Represented Asana Partners, a vertically integrated retail real estate investment management firm, in the formation of Asana Partners Fund I, a $500 million closed-end fund investing in retail assets in high-growth and urban infill neighborhoods throughout the U.S.; more recently, the $800M fund on equity commitments from a diverse set of institutional investors, including public pension funds, corporate pension funds, insurance companies, endowments, foundations, sovereign wealth funds, and family offices.
• Represented leading restaurant chain Popeyes Louisiana Kitchen, Inc. on its $1.8 billion sale to Restaurant Brands International, the company that owns brands including Burger King and Tim Horton’s.
• Represented LNG export project developer NextDecade, LLC, on its proposed all-stock combination with Harmony Merger Corp., a SPAC.
• Represented the underwriters in a public offering by Rayonier Inc., a leading timberland REIT with assets located in some of the most productive softwood timber–growing regions in the U.S. and New Zealand.
• Represented Douglas Emmett, Inc., one of the largest owners and operators of office and multifamily properties located in Los Angeles and Honolulu, in a joint venture with Qatar Investment Authority (QIA). The joint venture acquired a Class "A" office property located at the entrance to the Santa Monica Third Street Promenade.
• Represented Jounce Therapeutics on a strategic collaboration with Celgene Corp. for the development and commercialization of innovative, immuno-oncology treatments for patients with cancer. Aggregate payments for development, regulatory and commercial milestones could potentially be $2.3 billion in total across all programs reaching commercialization.
• Represented Clarion Partners, a prominent real estate investment firm and asset manager with $44 billion in total assets under management and an independent affiliate of Legg Mason, in the formation of numerous commingled funds and separately managed account structures as well as numerous acquisitions under these platforms.
• Represented Time, Inc. in its spin-off from Time Warner as well as in numerous strategic acquisitions and divestitures.
• Represented Ivanhoé Cambridge Inc., the real estate arm of the investment manager for the public and para-public pension plans and insurance programs in the Canadian province of Québec, in various real estate fund investments, real estate acquisitions, and more recently, as the backer of WeWork parent The We Company’s formation of a real estate investment and management platform, styled as “Ark,” with an initial capitalization of $2.9B.
• Represented Piedmont Office Realty Trust, Inc., an owner, manager, developer and operator of more than $5 billion of high-quality, Class A office properties located in select sub-markets of major U.S. cities., in the acquisition of the Galleria office complex in Atlanta.

Jonathan Talansky has deep experience in U.S. federal income tax matters, and focuses on real estate private equity funds, public and private REITs, mergers and acquisitions, capital markets, financings and infrastructure projects. Jonathan is one of the nation’s leading authorities and commentators on the “qualified opportunity zone” program and leads the firm's efforts in this area, representing sponsors, investors, founders and developers on all aspects of these rules. Jonathan advises clients on a wide range of tax matters and is a prominent commentator on numerous related topics.

Jonathan counsels clients in M&A transactions, including leveraged buyouts, joint ventures, public company mergers, and leveraged spin-offs. He has also drafted tax receivable agreements entered into in connection with uniquely structured initial public offerings, and has structured numerous cutting-edge Section 1031 exchanges for prominent real estate investors and developers.

Jonathan is a market-facing tax advisor who has broad experience in advising public and private REITs on compliance issues, planning and dispositions. He has advised private equity, infrastructure and real estate opportunity funds in connection with fund formation and structure issues, along with side-letter negotiation and deal execution. He is frequently engaged to implement inbound investment structures for sovereign wealth funds and other non-U.S. investors.

An author and speaker on tax and related topics, Jonathan has been recognized by Super Lawyers as a New York Rising Star in Tax Law for his years of eligibility of 2012–2017. His work on private REITs is published in the Practicing Law Institute’s (PLI’s) The Corporate Tax Practice Series, which is a 31-volume treatise and the definitive resource on corporate tax. He is also a co-author of the leading portfolio on Qualified Opportunity Zones. Jonathan is an active member of the Executive Committee of the New York State Bar Association Tax Section, and co-chairs its Real Estate Sub-Committee.