• Barry Herzog advises clients on a comprehensive range of issues in connection with federal income taxation, in particular on the tax implications of mergers, acquisitions and divestitures; partnerships and joint ventures; bankruptcy and corporate restructuring; financings, including debt and equity offerings and derivatives; real estate transactions; and executive compensation.

    In the M&A arena, Barry advises corporations, partnerships and limited liability companies in strategizing, structuring and negotiating acquisitions, mergers, joint ventures, divestitures and spin-offs to maximize tax efficiency and optimize the utilization of tax attributes. He advises private equity and hedge funds in the buying and selling of portfolio companies, fund formation, the tax implications of complex investment strategies and structures, including evaluating the taxation of hedge fund and private equity fund domestic and offshore investors as well as fund principals, and optimizing the tax posture of portfolio companies.

    Barry also regularly serves as lead tax counsel in large and often high-profile Chapter 11 bankruptcies and out-of-court restructurings, analyzing and advising on significant and complex tax issues, and developing and implementing plans that preserve and maximize favorable tax attributes and avoid negative tax consequences to both debtors and creditors.

    In real estate transactions, Barry assists clients in structuring purchases, sales, financings and investments in real estate partnerships and joint ventures, including complex like-kind exchanges.

    Barry is a co-author of a number of authoritative texts for Bloomberg BNA, including “Transfers to Controlled Corporations: In General,” 758 T.M., Bloomberg BNA (2014); “Capital Assets,” 561 T.M., Bloomberg BNA (2012); and “Transfers to Controlled Corporations: Related Problems,” 759 T.M., Bloomberg BNA (2014).

    Barry has been repeatedly recognized by Chambers USA (2012 – 2020) and Legal 500 US (2010 – 2013, 2016, 2017) as a leading practitioner in tax. According to a Chambers USA source, “He has a perfect mix of deep legal knowledge of tax code issues and their practical application. He’s commercial and makes sure the way clients position themselves will maximize economic gain while minimizing risk” (2020). In previous years, Chambers USA described him as “an extremely intelligent tax lawyer” (2018), a “very clever guy” (2016) and “highly regarded for his work on M&A” (2015). Turnarounds & Workouts also named him to its list of “Bankruptcy Tax Specialists in the Nation’s Major Law Firms” (2010 – 2014, 2019).

    Experience

    • Advised SitusAMC, the leading provider of services and technology supporting the real estate finance industry, in a strategic investment by The Public Sector Pension Investment Board.

    • Advised BlackRock Inc. in a strategic investment in iCapital Network, a financial technology platform focused on driving access and efficiency in alternative investing. 

    • Advised Argand Partners LP in in its acquisition of Midwest Can Company LLC and Container Specialties Inc., a leading manufacturer of portal fuel containers, from GenNx360.

    • Advised Stone Point Capital and its Trident funds in the acquisition of PrismHR, a leading HR technology platform.

    • Represented Paine Schwartz Partners, a global leader in sustainable food chain investment, in establishing an Animal Health & Nutrition investment platform, AH&N Holdco Inc., with a strategic acquisition through its Paine Schwartz Food Chain Fund IV in Warburton Technology Limited, a leading producer of trace-mineral injections for cattle.

    • Advised Bluespring Wealth Partners LLC, a wholly owned subsidiary of Kestra Financial Inc., in the acquisition of Vector Wealth Management, a provider of comprehensive financial planning and investment management services. 

    • Advising Bluespring Wealth Partners LLC, a wholly owned subsidiary of Kestra Financial Inc., in the acquisition of Believeland LLC, one of the independently owned financial planning and wealth management entities operating under oXYGen Financial Inc. 

    • Advised National General Holding Corp. in the acquisition of National Farmers Union Property and Casualty Company from QBE North America. The deal is valued at $52.8 million.

    • Advised Stone Point Capital in the acquisition of the majority interest in First Associates Loan Servicing LLC. 

    • Represented VICI Properties Inc. in its entry into a definitive agreement with Eldorado Resorts Inc. in connection with Eldorado’s proposed business combination with Caesars Entertainment Corp.

    • Represented VICI Properties Inc. in connection with its agreement to acquire the real estate assets of JACK Cincinnati Casino, located in downtown Cincinnati, OH, for approximately $558 million in cash, and lease to Hard Rock International.

    • Advised Quad Partners in the sale of Rubicon, the provider of Atlas curriculum management, to Faria Education Group Limited, a leading international education systems company.

    • Advised Stone Point Capital in an agreement by which funds managed by Stone Point acquired Sabal Capital Partners LLC.

    • Represented Brown (RI) Investment Company LLC and MyOfficeProducts Holdings Inc. in the sale of their subsidiaries, HiTouch Business Services LLC and MyOfficeProducts LLC, to Staples Inc.

    • Advised Stone Point Capital and its Trident funds in an investment in Gordon Brothers Group LLC, a global advisory, restructuring and investment firm specializing in the industrial, consumer products and retail sectors. 

    • Advised NXT Capital Inc., a provider of structured financing solutions, in its acquisition by Orix Corp. USA.

    • Advises VICI Properties Inc. in connection with its agreement to acquire the land and real estate assets of Margaritaville Resort Casino for approximately $261 million cash, and lease the operating assets of Margaritaville Resort Casino to Penn National Gaming Inc.

    • Represented Stone Point Capital in an agreement by which funds managed by Stone Point made an investment in Mitchell International Inc. and acquired KKR and Elliott Management’s equity position in the company.

    • Represented Stone Point Capital in its acquisition of a majority interest in Genex Services, a leading provider of cost containment services to the workers’ compensation, disability and auto industries, from funds advised by Apax Partners.

    • Represented Stone Point Capital in its acquisition of LegalShield, a subscription-based provider of legal plans and a provider of identity theft solutions, from funds controlled by MidOcean Partners.

    • Advises VICI Properties, a gaming REIT, on ongoing matters.

    • Advised Ten-X, a leading online real estate marketplace, in a recapitalization transaction led by private equity firm Thomas H. Lee Partners.

    • Advised Stone Point Capital and its Trident Funds in its acquisition of a majority stake in Focus Financial Partners.

    • Advised Stone Point Capital and its Trident Funds in its sale of its interest in SCS Capital.

    • Advised NXT in connection with a recapitalization.

    • Advised Calamos Partners in its going-private transaction.

    • Advises Renovate America in connection with its securitization of PACE bonds.

    • Advised Preston Hollow in connection with capital raises.

    • Advised Stone Point Capital and its Trident Funds in its acquisition of NFP ’s advisor services business called Kestra.

    • Advises Kestra Financial in connection with its acquisitions of H. Beck.

    • Advised Greenspoint Capital in its securitization of insurance commissions.

    • Advised Lancaster Pollard in its sale to Orix.

    • Advised Access Point in its sale to Wafra.

    • Advised Situs Group in its acquisitions of Hatfield Philips and Collingwood Group.

    • Advising National General Holdings Corp. on tax issues in connection with its pending acquisition of Elara Holdings Inc., the parent company of Direct General Corp., a Tennessee-based auto and life insurance company.

    • Advises private equity funds, including Stone Point Capital, Quad Investors, Shamrock Capital and Fortress in portfolio acquisitions and dispositions.

    • Advised Blackrock in connection with a tax-advantaged “up-C” IPO of PennyMac.

    • Advised Capmark Financial Group Inc. in an agreement with affiliates of Centerbridge Partners LP for a strategic investment in Capmark by Centerbridge.

    • Advised Spectrum Corporation in its tax-free spin-off of its A-Mark Precious Metals subsidiary.

    • Advised Capmark Financial Group Inc. in its acquisition of Bluestem Brands Inc.

    • Advised General Maritime Corp. in its merger with Navig8 Crude Tankers Inc. to create Gener8 Maritime Inc., a world-class provider of international seaborne oil transportation services.

    • Advised on the merger of Genco Shipping & Trading Ltd. and Baltic Trading Ltd.

    • Advised Uniroyal Technology Corp. in its tax-free combination with EPAL and Invisa, two privately held companies, in a modified tax-advantaged “up-C” structure.

    • Advised NorthStar Realty Finance Corp., a publicly traded REIT, in its tax-free spinoff of NorthStar Asset Management Group Inc., its real estate management business.

    • Represented the Official Committee of Unsecured Creditors in the Toys R Us bankruptcy.

    • Represents the Official Committee of Unsecured Creditors in the Seadrill Limited bankruptcy.

    • Represents the first-lien noteholders in the Caesars Entertainment Operating Co. bankruptcy.

    • Represents the ad hoc group of holders of second-lien notes issued by Energy Future Intermediate Holding Co. LLC (EFIH), a subsidiary of Energy Future Holdings Corp.

    • Represented an ad hoc group of creditors in the Peabody Energy bankruptcy.

    • Represented Luxor Capital Partners in the RCS bankruptcy.

    • Represent the RCS Creditor Trust.

    • Represented the Official Committee of Unsecured Creditors of the NII Holdings bankruptcy.

    • Represented the holders of Detroit Certificates of Participation.

    • Represented the Creditors’ Committee in the bankruptcy of Residential Capital LLC.

    • Represents the ResCap Liquidating Trust.

    • Advised the holders of first-tier bonds in the Las Vegas Monorail Company Chapter 11 bankruptcy case.

    • Advised noteholders in the restructuring of Patriot Coal Corp.

    • Advised JPMorgan Chase Bank NA, as agent for more than $260 million in secured debt, in the Chapter 11 proceeding of Dewey & LeBoeuf LLP.

    • Advised the Official Committee of Unsecured Creditors of General Motors Corporation.

    • Advised the Official Committee of Unsecured Creditors of Chrysler LLC.

    • Represented the Official Committee of Unsecured Creditors of Capmark Financial Group, Inc. in Capmark’s Chapter 11 restructuring.

    • Represented the bankruptcy trustees appointed in the insolvency proceedings of Lehman Brothers Treasury Co. B.V. and Lehman Brothers Securities N.V.

    • Advised General Maritime Corp. in its bankruptcy restructuring.

    • Advised Genco Shipping & Trading Ltd. in its bankruptcy.

    • Represented a large insurance company in negotiating purchase and sale agreements for the acquisition of an approximately 180,000 square foot premier office/retail building in Charlotte, North Carolina.

    • Represented a large insurance company in negotiating purchase and sale agreements for the acquisition of an approximately 735,362 square foot warehouse facility in South Brunswick, New Jersey, which was the second largest acquisition of industrial property in New Jersey of 2018.

    • Represented Quilvest Group in connection with its acquisition of a majority of the equity in the partnerships that own the 30-story office building located at 123 S. Broad St. in Philadelphia, PA, and the related joint venture, mortgage refinancing and sale of the adjacent Witherspoon Building.

    Credentials

    Education

    • J.D., Columbia Law School, 1991
      • Member, Board of Editors, Columbia Law Review
      • Harlan Fiske Stone Scholar
    • B.A., magna cum laude, Yeshiva University, 1987

    Bar Admissions

    • New York, 1992