As chair of McGuireWoods’ Tax & Employee Benefits Department, Gerald focuses his practice on complex transactional tax matters. He offers significant experience with mergers and acquisitions, restructurings and reorganizations, private equity funds, joint ventures, real estate investment trusts (REITs), financing transactions, and corporate and partnership tax planning.
Gerald frequently represents independent sponsors and private equity funds in M&A deals and has extensive experience in structuring such deals in a tax efficient manner. Gerald also has represented numerous REITs in public offerings, joint ventures, and mergers and acquisitions totaling billions of dollars.
Gerald previously chaired the Real Estate Investment Trust Committee of the ABA Section of Real Property, Trust and Estate Law (“RPTE”) and RPTE’s Partnerships and Limited Liability Companies Committee. Also, Gerald currently co-leads McGuireWoods’ Black Professionals in Private Equity & Finance initiative to help such professionals develop business opportunities and work towards a more diverse and inclusive financial and business community.
Experience
Private Equity Transactions
- Representation of LLR Partners, a middle market private equity firm, in its acquisition of all of the equity interests of Learn-It Systems, an educational services company.
- Representation of LLR Partners, a middle market private equity firm, in its $30 million investment in Schweiger Dermatology Group.
- Representation of Sheridan Capital Partners, a private equity firm, in its majority recapitalization of Smile Doctors, the largest orthodontic dental support organization.
- Representation of an investment advisory firm in its $57.2 million acquisition of a designer, manufacturer and distributor of personal consumer products.
- Representation of O2Cool, a leading designer, manufacturer and distributor of personal consumer products, in its acquisition of bobble, a manufacturer of hydration and filtration products, from Unilever, a publicly traded transnational consumer goods company.
- Representation of O2Cool, a leading designer, manufacturer and distributor of personal consumer products, in its acquisition of Zing Anything, an innovative hydration brand.
REIT Transactions
- Representation of the Special Committee of Griffin-American Healthcare REIT II Inc. in its $4 billion merger transaction with NorthStar Realty Corp.
- Representation of a publicly traded REIT in an $11 billion merger with another REIT.
- Representation of a public, non-traded apartment, hospitality and office REITs in numerous real estate acquisitions and financing, including several UPREIT transactions and CMBS financings, totaling hundreds of millions of dollars, including negotiation of third party management and franchise agreements.
Securities Transactions
- Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., and one of its wholly-owned subsidiaries, Virginia Electric and Power Company, in two registered senior note offerings totaling $1.2 billion and one registered common stock offering totaling approximately $200 million.
- Representation of Virginia Electric and Power Company, a wholly-owned subsidiary of Dominion Energy (NYSE: D), in a $750 million registered public offering of its 2016 Series A 3.15 percent Senior Notes due 2026.
- Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., in a registered offering of $650 million of 2015 Series B 3.90% Senior Notes due 2025.
- Representation of CNX Coal Resources (NYSE: CNXC), a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX), in its $750 million shelf registration statement with the Securities and Exchange Commission.
- Representation of Haier US Appliance Solutions Inc., a subsidiary of China-based home appliance maker Qingdao Haier Co. Ltd., in a $450 million trade receivables securitization transaction.
M&A Related
- Representation of American Woodmark (NASDAQ: AMWD), a manufacturer of kitchen and bath cabinets, in its $1.08 billion acquisition of RSI Home Products, a manufacturer of kitchen, bathroom and home organization cabinetry.
- Representation of Park Sterling Corp. (NASDAQ: PSTB), a Charlotte, NC-based community bank, in its $691 million merger with South State Corp., a Columbia, SC-based bank holding company.
- Representation of Tesoro Logistics LP in its $444 million acquisition of Alaska petroleum storage and terminal assets from Tesoro Corp.
- Representation of a leading food service and support services company in its $350 million acquisition of a majority of the stock of a food and dining management services company.
- Representation of Compass Group USA, a leading food and support services company, in its acquisition of SpenDifference, a full-service group purchasing organization and restaurant supply chain management company.
- Representation of a leading foodservice and support services company in its acquisition of a major independent contract management firm.
- Representation of Schneider National (NYSE: SNDR), a premier provider of transportation and logistics services, in its simultaneous acquisitions of Watkins & Shepard and Lodeso.
- Representation of Hooker Furniture Corp. (NASDAQ: HOFT), a national manufacturer and producer of furniture, in its $105 million acquisition of the business of Home Meridian International.
- Representation of one of the largest providers of Outpatient Surgery in the U.S. in its reorganization of a California-based surgical center.
- Representation of Surgical Care Affiliates (NYSE: SCAI), one of the largest providers of Outpatient Surgery in the U.S., in its equity investment in Midlands Orthopaedics Surgery Center, a South Carolina-based orthopaedic and spine surgery center.
- Representation of Domain Timber Holdings, LLC and its affiliates in connection with the acquisition of the fund management business of Timbervest, LLC, a real estate investment firm specializing in timberland funds management, and its affiliates.
- Representation of Millennium Healthcare Management in the sale of its urgent care and occupational medicine businesses to Ochsner Health System, Louisiana’s largest, non-profit, academic, healthcare system.
- Representation of Simpson Housing in its $81.9 million purchase of TwentyOne |01, a 226-unit apartment complex.
- Representation of Simpson Housing in its $62 million purchase of a private REIT owning Battery on Blake Street, a 164-unit apartment complex.
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New York University Leonard N. Stern School of BusinessBS
magna cum laude
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New York University School of LawJD
Graduate Editor, Tax Law Review
- New York UniversityLLM
Member, Tax Editorial Advisory Board, 2018; Federal Tax Authority Editorial Board, 2021, 2022, 2023, 2024, Law360
Chair, Partnerships and Limited Liability Companies, ABA Section of Real Property, Trust and Estate Law, 2021
Chair, Real Estate Investment Trust committee, ABA Section of Real Property, Trust and Estate Law, 2019, 2020
Member, Taxation Section, American Bar Association
Member, National Association of Real Estate Investment Trusts (NAREIT)
Member, Leadership Atlanta (Class of 2011)
- Speaker, "Hot Topics in Partnership and Estate Taxation," 58th Annual Southern Federal Tax Institute, November 2023
- Moderator, "Innovative Approaches to DE&I," 2022 Independent Sponsor Conference, October 26, 2022
- Panelist, "Investor Versus Dealer in Sales of Real Property," American Bar Association Tax Section: Annual Fall Meeting, October 13-15, 2022
- Panelist, "Emerging Tax Issues," Nareit REITwise 2022 Law, Accounting & Finance Conference, March 24, 2022
- Speaker, Healthcare Acquisition Considerations in the COVID-19 Era, May 12, 2020
- Speaker, Updates on Key Forms of Relief for Healthcare Companies in Response to COVID-19, May 6, 2020
- Speaker, Understanding Key Forms of Relief for Healthcare Companies in Response to COVID-19, April 21, 2020
- Speaker, "Tax Planning, Management Team Assessments, State CPOM Considerations & Other 'Front End' Issues," 17th Annual Healthcare Private Equity & Finance Conference, February 19-20, 2020
- Moderator, "Tax Reform and its Potential Impact on Transactions," 2018 Independent Sponsor Conference, October 3, 2018
- Speaker, "Transacting Business With REITs," ABA Webinar, February 28, 2018
- Speaker, "What Investors Should Understand about Federal Tax Reform & Evolving Tax Strategies," 15th Annual Healthcare and Life Sciences Private Equity and Finance Conference, February 22, 2018
- Speaker, "Tax Reform and the Impact on Domestic & International Businesses," Essential Insight on Sweeping Tax Reforms, January 11, 2018
- Moderator, "Tax Reform Update: The Latest on the Implications for Commercial Real Estate Investment," The 15th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, Laguna, CA , January 18, 2018
- Speaker, "Tax Reform and the Impact on Domestic and International Businesses," McGuireWoods LLP Webinar, January 11, 2018
- Panelist, "Tax Traps & Opportunities -- Overcoming Common Tax Concerns in Real Estate Transactions," Building Blocks of Commercial Real Estate, American Bar Association, American Bar Association, May 3, 2016
- Moderator, "Maximizing Value Through Tax Planning and State Tax Incentives," 14th Annual Healthcare and Life Sciences Private Equity and Finance Conference, February 22, 2017
- Speaker, "Impact on Corporate and Partnership Income Tax," Post-Election Program: The Impact of the 2016 Elections on Taxes, McGuireWoods LLP Webinar, November 10, 2016
- Panelist, "Assessing Different CRE Investment Structures Within the Current Tax Environment," IMN 13th Annual Winter Forum on Real Estate Opportunity & Private Fund Investing, January 21, 2016
- Panelist, "Navigating Unique Organizational, Operational and Tax Issues When Dealing With REITs," Real Estate Transactions With REITs: Selling, Leasing or Lending Deals With REITs, Strafford Publications, Inc Webinar, June 17, 2015
- Speaker, "Top Areas of Focus for Non-Traded REIT Financial Officers: Liquidity Events; Distributions/Dividends; Maximizing Returns for Shareholders," IMN’s 10th Annual Non-Traded REIT Industry Symposium, June 20, 2013
- Speaker, "LLCs: Advising Small Business Startups and Larger Companies in Georgia," Lorman Education CLE, Lorman Education CLE, June 6, 2013
- Georgia
- New York
Selected for inclusion in The Best Lawyers in America, Tax Law, Woodward/White, Inc., 2016-2025
Selected for inclusion in “Legal 500 United States,” Tax: Nonprofit and Tax-Exempt Organizations, 2021-2024; Tax: U.S. taxes – non-contentious, 2023, 2024; Employee Benefits, Executive Compensation and Retirement Plans: Transactional, 2023, 2024; Employee benefits, executive compensation and retirement plans: design, 2024
Selected for inclusion in America’s Leading Lawyers for Business, Tax, (2014, 2016-2020); Named “Up and Coming,” (2015); Tax, Band 3, (2021-2024), Georgia, Chambers USA
Named a ‘Tax Law Trailblazer,” The National Law Journal, July-August 2023
Recipient, Tax Leadership Award, National Bar Association, 2014
Named to “Georgia’s Top 12 Under 40,” On The Rise, Fulton County Daily Report, 2008
- Author, BPE Dealmaker Spotlight: Tim Greenfield, McGuireWoods Legal Alert, July 1, 2024
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Akan Oton, McGuireWoods Legal Alert, December 21, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Alex King, McGuireWoods Legal Alert, September 28, 2023
- Author, IRS Halts ERC Claims Processing Amid Surge of Questionable Submissions, McGuireWoods Legal Alert, September 19, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Reginald Binford Jr., McGuireWoods Legal Alert, August 30, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Lakesha Wilson Hill, McGuireWoods Legal Alert, June 26, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Philip Reeves, McGuireWoods Legal Alert, May 10, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Omar Stevens, McGuireWoods Legal Alert, February 23, 2023
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Joshua Griffin, McGuireWoods Legal Alert, December 9, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Rich Grant, McGuireWoods Legal Alert, November 10, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Bo Okoroji, McGuireWoods Legal Alert, October 11, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Mikel Parker, McGuireWoods Legal Alert, September 13, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Nicholas Antoine, McGuireWoods Legal Alert, July 19, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Kneeland Youngblood, McGuireWoods Legal Alert, May 2, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Tamika Tyson, McGuireWoods Legal Alert, March 1, 2022
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Kenneth Saffold, McGuireWoods Legal Alert, September 28, 2021
- Author, Build Back Better Act, McGuireWoods Legal Alert, September 24, 2021
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Mike Smith, McGuireWoods Legal Alert, July 30, 2021
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Debo Adesina, McGuireWoods Legal Alert, May 28, 2021
- Author, Black Professionals in Private Equity & Finance – Dealmaker Spotlight: Shawn Jackson, McGuireWoods Legal Alert, March 15, 2021
- Author, Update #2: 10 Financial Support Opportunities for Healthcare Companies During the COVID-19 Crisis, McGuireWoods Legal Alert, April 24, 2020
- Author, IRS Updates Guidance on CARES Act Payroll Tax Deferrals, McGuireWoods Legal Alert, April 13, 2020
- Author, Business Tax Relief in the CARES Act, McGuireWoods Legal Alert, March 27, 2020
- Author, Treasury Proposes Guidance to Minimize Tax Consequences of LIBOR Phase-Out, McGuireWoods Legal Alert, October 16, 2019
- Author, 2019 Tax Credit Inflation Adjustment Factor: 2.5 Cents per kWh for Wind Facilities, McGuireWoods Legal Alert, August 13, 2019
- Author, Beginning Construction Continuity Safe Harbor Extended for National Security Concerns, McGuireWoods Legal Alert, July 24, 2019
- Author, Treasury Releases Second Round of Proposed Regulations to Encourage Investment in Opportunity Zones, McGuireWoods Legal Alert, April 29, 2019
- Author, Key Takeaways From the BEAT Proposed Regulations, McGuireWoods Legal Alert, January 3, 2019
- Author, Key Takeaways From the McGuireWoods 2018 Independent Sponsor Conference, McGuireWoods Legal Alert, December 3, 2018
- Contributor, McGuireWoods Independent Sponsor Conference: Several Factors Drive Explosive Growth, The Texas Lawbook, November 6, 2018
- Author, IRS Proposes Regulations on New Section 199A Passthrough Deduction, McGuireWoods Legal Alert, August 17, 2018
- Author, Time to Update Your Partnership Agreement, McGuireWoods Legal Alert, August 14, 2018
- Author, New Opportunities Follow Expansion of Section 45Q Carbon Sequestration Credits, McGuireWoods Legal Alert, July 11, 2018
- Author, IRS Provides Solar ITC Guidance on the Begin-Construction Requirement, McGuireWoods Legal Alert, June 29, 2018
- Author, 2017 Tax Act’s Impact on Real Estate Companies and Their Owners, McGuireWoods Legal Alert, December 29, 2017
- Author, Tax Reform Law’s Impact on Businesses and Their Owners, McGuireWoods Legal Alert, December 26, 2017
- Author, Tax Reform Bill’s Impact on Renewable Energy Projects, McGuireWoods Legal Alert, December 22, 2017
- Author, Qualified Disaster Relief Payments by Employers Not Taxable Income to Employees, McGuireWoods Legal Alert, September 12, 2017
- Author, No Debt Payments for 36 Months No Longer Triggers Debt Cancellation Form 1099-C, McGuireWoods Legal Alert, November 10, 2016
- Author, IRS and Treasury Issue Regulations on “50(d) Income” Affecting Tax Credit Deals, McGuireWoods Legal Alert, August 19, 2016
- Author, Congress Passes Significant FIRPTA Reforms Affecting Foreign Investment in U.S. Real Estate − Protecting Americans from Tax Hikes Act of 2015, McGuireWoods Legal Alert, December 23, 2015
- Author, Congress Passes New Tax Laws Affecting REITs − Protecting Americans from Tax Hikes Act of 2015, McGuireWoods Legal Alert, December 23, 2015
- Author, Congress Passes New Partnership Audit Rules − The Bipartisan Budget Act of 2015, McGuireWoods Legal Alert, November 20, 2015
- Co-author, "Considerations for REIT or MLP formation by healthcare not-for-profit organizations," Becker's Hospital CFO, June 23, 2015
- Author, IRS Private Letter Ruling Provides Tax Planning Opportunities for Healthcare Companies, McGuireWoods Legal Alert, February 26, 2015
- Author, "Obligations, Liabilities, and Construction Partnerships: Regs. Clear Away a Trap," Journal of Taxation, May 2007
- Author, "Taking a Subchapter T Cooperative Public," Business Entities, January 2006
- Author, "The Art of Abandoning Securities and Taking an Ordinary Loss," Journal of Taxation, January 2006
- Author, "U.S. Inbound: Investing Through Multiple Chains of Ownership," International Tax Review, October 2003
- Author, "Foreign Investment into the United States," Journal of Taxation of Global Transactions, 2002
- Author, "Chapter V.D. “Financial Transactions” of the Taxpayer Relief Act of 1997," ALI-ABA, 1998