Pardis Zomorodi, Deputy Office Managing Partner for the Century City and Los Angeles offices, advises US and international public and private companies, including REITs, private equity firms, and investment banks, on tax aspects of complex transactions, including mergers and acquisitions, spin-offs, and joint ventures.
Ms. Zomorodi regularly counsels clients on structuring taxable and tax-free mergers, acquisitions, dispositions, and spin-offs. She draws on considerable experience advising private equity firms, entertainment companies, and strategic buyers and sellers in public and private transactions.
Ms. Zomorodi often advises REITs on the tax aspects of formation transactions, mergers and acquisitions, securities offerings, and ongoing operational matters. She has also helped clients obtain private letter rulings from the IRS on a number of tax matters.
Mergers & Acquisitions
Ms. Zomorodi’s recent representative M&A transactions include:
- Virgin Galactic in its merger with Social Capital Hedosophia, creating the first publicly-traded commercial human spaceflight company
- PIMCO in its acquisition of Gurtin Municipal Bond Management
- Cheesecake Factory in its acquisition of Fox Restaurant Concepts
- Entercom in its US$3 billion merger with CBS Radio
- Ares Capital Corporation in its US$3.4 billion acquisition of American Capital
- Legendary Entertainment, a US-based film and television production company, in its US$3.5 billion majority stake sale to Dalian Wanda Group
- Participant Media in its joint venture with DreamWorks Studios, Reliance Entertainment, and Entertainment One to form Amblin Partners, a new film, television, and digital content creation company
- Marlin Equity Partners in its acquisition of HotSchedules and Fourth, two leading providers of workforce, inventory, and operations management solutions to the global restaurant and hospitality industry
- Transom Capital Group in its acquisition of Conair Corporation’s professional liquids division
Her REIT clients, including as underwriter’s counsel, consist of:
- Rexford Industrial Realty, Inc.
- Sunstone Hotel Investors, Inc.
- Extra Space Storage Inc.
- HCP, Inc.
- Store Capital Corporation
- MGM Growth Properties LLC
Ms. Zomorodi has also represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:
- Delphi Automotive in its spin-off of the Powertrain Systems segment to its shareholders
- Exterran Holdings, Inc. in its spin-off of its international services and global fabrication businesses, a publicly traded company, to its shareholders