Andrew P. Solomon
Sullivan & Cromwell LLP
125 Broad Street
New York, NY 10004
212-558-3588 (firm fax)
Andrew Solomon has been a partner in Sullivan & Cromwell's Tax Group since 1992. He has a broad-based practice, involving both tax planning and dispute resolution. Mr. Solomon served as managing partner of Sullivan & Cromwell’s Tax Group for 17 years, coordinating the Firm’s tax practice worldwide from offices in New York and London.
Mr. Solomon has been active in structuring and restructuring acquisitions, divestitures (including spin-offs) and joint ventures, especially cross-border transactions.
Mr. Solomon has extensive experience advising financial institutions, especially insurance companies, as well as banks and securities and commodities dealers. He also works closely with, and is familiar with the particular issues affecting, technology and other companies that license intellectual property, natural resource companies (including both mining and oil and gas companies), airlines, and private equity and hedge funds.
In addition to those listed below, clients he has advised recently include American International Group (AIG), Barclays Bank, Eaton Corporation, Fiat, Finmeccanica, Lightyear Capital, Philips Electronics, Rhône Group, Standard Chartered Bank, Technicolor and Total.
Selected Cases and Transactions
The Financial Crisis: M&A and Restructuring Transactions
- Advised AIG in connection with the establishment and repayment of its $85 billion emergency financing plan with the U.S. Federal Reserve, including in connection with certain transactions in which portions of that financing were retired and the Federal Reserve received preferred interests in two newly formed holding companies that owned the common shares of two of AIG’s leading international life insurance franchises, American International Assurance Company, Ltd. and American Life Insurance Company
- Advised AIG and ALICO Holdings LLC in connection with the approximately $16.2 billion disposition of American Life Insurance Company to MetLife, Inc. (the parent of Metropolitan Life Insurance Company) for cash and equity securities of MetLife
- Advised AIG in connection with the sale of its subsidiary, HSB Group, Inc., to a subsidiary of Munich RE
- Advised AIG in connection with the sale of the joint venture company Unibanco MG Seguros S.A. to Unibanco-Uniao de Bancos Brasileiros, S.A.
- Advising Fiat in connection with its strategic alliance with and investment in Chrysler Group LLC, and Chrysler Group LLC (New Chrysler) in connection with the purchase of substantially all the assets of Chrysler LLC (Old Chrysler)
- Advised Technicolor in connection with the U.S. tax aspects of its debt restructuring
Insurance M&A and Capital Markets Transactions
- Advised IPC Holdings Ltd. in connection with its post-Hurricane Katrina public offerings and in connection with its $1.7 billion acquisition by Validus Holdings, Ltd.
- Advised Paris RE Holdings in connection with its pre-IPO restructuring and redomestication, its €224.5 million IPO on EURONEXT, and its €1.5 billion sale to PartnerRe, Ltd.
- Advised AXA S.A. in its sale of AXA RE to a private equity consortium led by Stone Point Capital
- Advised Goldman Sachs Group in its acquisition of the variable annuity and variable life insurance businesses of Allmerica
- Provided cross-border tax and structuring advice to Lightyear Capital in its establishment of a Lloyd’s syndicate to acquire the London market insurance portfolio of Württ AG
- Advised AIG and other founders (Goldman Sachs and Chubb) in the establishment of Allied World Assurance, and AIG, as a founder and principal shareholder, in connection with Allied World’s IPO and its sale of Allied World shares to Allied World in an issuer share repurchase transaction
- Provided cross-border tax and structuring advice to Allianz SE and Blue Fin Ltd. in connection with the securitization of European windstorm risk, and Allianz and Blue Wings Ltd. in connection with securitization of North American earthquake risk and U.K. river flood risk, Allianz’ first use of the capital markets as an alternative to traditional reinsurance
- Advised AXA and Osiris Capital in connection with securitization of life insurance mortality risk through a catastrophic mortality bond offering, the first catastrophic mortality program structured for a primary insurance company, and the first catastrophic mortality bond offering to include both euro-denominated notes and U.S. dollar-denominated notes, and AXA and Aura Re in connection with a multi-year securitization of European natural catastrophe risk
- Advised AXA Global P&C in a $2.1 billion insurance securitization program launched through the intermediary of Calypso Capital Limited, an Irish special purpose vehicle, including an inaugural issuance of euro-denominated notes with an aggregate original principal amount of €275 million, and a follow-on take-down of euro-denominated notes with an aggregate original principal amount of €180 million. Returns on the notes are linked to a parametric modeled measurement of loss resulting from European windstorm events in Belgium, Denmark, France (excluding French overseas territories), Germany, Ireland, Luxembourg, the Netherlands, Norway, Sweden, Switzerland and the United Kingdom
Capital Markets Transactions
- Advising several U.S. and non-U.S. financial institutions and associations of financial institutions with respect to FATCA compliance and the new due diligence, reporting and withholding rules that will be applicable to “foreign financial institutions”
- Advising several U.K. and U.S. financial institutions in connection with the tax aspects of their equity and commodity indexed Euro and SEC-registered Medium Term Notes programs
- Advising private equity funds on the acquisition of discounted debt of the funds’ portfolio companies
M&A Transactions: Cross-Border Transactions, Technology, Etc.
- Advised Bank of Montreal in connection with its acquisition of Marshall & Ilsley Corporation
- Provided cross-border tax and structuring advice to Goldman Sachs International, as financial arranger, for the management buyout of Peacock plc, the first management buyout of a U.K. company undertaken by hedge fund
- Provided cross-border tax and structuring advice to Hilton Hotels Corp. in its acquisition of the lodging assets of Britain-based Hilton Group plc for $5.7 billion
- Advised HSBC Holdings plc on the sale of its credit card and retail services business, the largest credit card portfolio sale ever, to Capital One Financial Corporation, and on the $1 billion sale of 195 of HSBC’s retail bank branches to First Niagara Bank, N.A.
- Advised Philips Electronics on the $10.3 billion sale of its semiconductor business to a private equity consortium and on the related €4.5 billion financing transaction
- Advised Philips Electronics on its $5 billion acquisition of Respironics, Inc.
- Advised SBS Broadcasting on tax matters in connection with its purchase by Permira and Kohlberg Kravis Roberts in a $2.2 billion transaction
- Advised an investor consortium led by Silver Lake Partners on the $8.5 billion sale of Skype Global S.à r.l. to a subsidiary of Microsoft Corporation
Considered by Chambers and other rating services as one of the leading lawyers in the tax field, he is highly regarded for the quality of his advice on the taxation of complex financial instruments and capital markets transactions, including debt and equity restructurings.
Professional and Not-for Profit Activities
- Executive Committee of the New York State Bar Association’s Tax Section – Member At-Large; Former Co-chair of the Committee of Financial Intermediaries
- Member, Editorial Board, Journal of Taxation and Regulation of Financial Institutions
- Writes and speaks frequently on the taxation of financial institutions and products and on international taxation, including:
- Expert Q&A on FATCA (Practical Law The Journal, April 2010)
- “IRS Issues Final Cost Sharing Rules, New Guidance on the Income Method” (Bloomberg BNA Tax Management Transfer Pricing Report, January 12, 2012)
Rankings and Recognitions
- Chambers Global – ranked as a leading lawyer in tax (2001-2005, 2011)
- Chambers USA – ranked as a leading lawyer in tax (2003-2005, 2008-2012)
- Legal 500, US – named a top-ranked “leading lawyer” for Tax - International (2011, 2012)
- The Best Lawyers in America – cited as a leading lawyer in tax (2006-2012)
- Who’s Who Legal Awards – named one of the leading corporate tax lawyers in the world (2009)
- The International Who’s Who of Corporate Tax Lawyers – listed as a leading tax lawyer (2005, 2008-2011)
- The International Who’s Who of Business Lawyers (2005, 2006, 2009, 2011)
- PLC Which Lawyer? Yearbook – cited as leading tax lawyer (2005-2009)
- PLC Cross-border Tax on Corporate Transactions Handbook (2007/2008, 2009/2010)
- Global Counsel 3000 – recognized as a leading tax lawyer (2003-2004)
- Practical Law Company, Global Counsel Tax Handbook – highly recommended tax practitioner (2004-2005)
- New York Super Lawyers – recognized as a leading tax lawyer (2006-2011)
- Financial Institutions
- Mergers & Acquisitions
- Private Equity
- Structured Finance
- Restructuring and Bankruptcy
- Investment Management
- Intellectual Property and Technology
Country of Origin
Events & Speaking Engagements
Federal Bar Association Seminar
May 31, 2012
International Tax Institute
May 9, 2012
The Anti Money Laundering Professionals Forum
March 8, 2012
63rd Annual Conference of the Canadian Tax Foundation
November 28, 2011
5th Annual Withholding Tax Congress
November 9, 2011
S&C Lawyers Speak at Two PwC-Sponsored Training Sessions in Shanghai
July 26-28, 2011
British Bankers Association's "FATCA Briefing"
May 19, 2011
Navigant Consulting's "FATCA: Take 2"
May 10, 2011
2010 Fall Meeting of the ABA Section of International Law
November 3, 2010
Osney Media Third Annual Summit on Withholding Tax on U.S. Sourced Income
September 22, 2010
International Tax Seminar
July 21, 2010
International Tax Institute's Monthly Seminar
January 12, 2010
20th Annual Insurance Tax Seminar
May 22, 2008
Corporate International Tax Planning
February 20, 2007
10th Cross Atlantic and European Tax Symposium
November 24, 2006
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