Gerald Scott Janoff
gjanoff@linerlaw.com
DIRECT TEL: 310.500.3486
DIRECT FAX: 800.517.0831

Jerry Janoff’s practice involves advising clients on tax, corporate and structuring aspects of significant business financings, including complex tax and accounting advantaged structured financings, acquisition financings, leasing transactions and credit facilities; public and private offerings of various types of debt and equity securities, including contingent, convertible and hybrid securities; debt modifications and restructurings; mergers, acquisitions and dispositions; private equity transactions; financial instruments; partnerships and joint ventures; entertainment transactions; and real estate transactions.

Practice Areas

Taxation, Corporate, Finance, Entertainment Transactions and Real Estate

Notable Transactions

Acquisitions

  • Represented Hachette Livre S.A. in connection with its $537.5 million acquisition of the Time Warner Book Group. 
  • Represented R.H. Donnelley Corporation in connection with its $1.42 billion acquisition of SBC Communications Inc.’s Illinois and Northwest Indiana directory publishing business, including SBC's interest in an R.H. Donnelley/SBC joint venture.
  • Advised Bank of Ireland Asset Management Limited in connection with its $184 million acquisition of a controlling interest in Guggenheim Alternative Asset Management from Guggenheim Partners, which included creating acquisition structures utilizing a total return swap.

Private Equity

  • Represented a private equity firm with respect to its $140 million acquisition of the Inertial Products business of BAE Systems plc.
  • Advised a cosmetics company and its founding member with respect to a second-round equity financing and purchase of an LLC interest by Pegasus Capital Advisors and the restructuring of equity interests held by celebrity investors.
  • Advised a private equity fund with respect to (i) the restructuring of its investments in textile manufacturing companies and (ii) a $450 million acquisition of a mortgage servicing business and related structuring of the fund’s investment.

Debt Modifications and Restructurings

  • Represented the Ad Hoc Committee of holders of Senior Secured Floating Rate Notes of a chemical company in connection with two restructurings of notes with an aggregate $125 million principal amount.
  • Advised Omnicom Group Inc. with respect to the restructuring of two issues of its liquid yield option notes (LYONs).

Securities

  • Advised National City Corporation, a bank holding company, and its affiliates in connection with six public offerings of securities with a $4.34 billion aggregate face amount, including issuances of Income Capital Obligation Notes (ICONs); convertible debt; preferred stock; and Enhanced TruPS, Fixed-to-Floating Rate Normal Automatic Preferred Enhanced Securities (APEX) and other trust preferred securities.
  • Advised Alliant Techsystems with respect to Rule 144A offerings of its Convertible Senior Subordinated Notes with an aggregate principal amount of $480 million.
  • Represented Levitz Home Furnishings Inc. with respect to a Rule 144A high-yield debt offering of $130 million of Senior Secured Class A and Class B Notes and Warrants.
  • Advised Cleveland Cliffs Inc., an iron ore pellet producer and mining company, with respect to the issuance of its Redeemable Cumulative Convertible Perpetual Preferred Stock with a $172.5 million aggregate liquidation preference amount.

Real Estate

  • Advised Project Lotus L.L.C. with respect to a $500 million acquisition of, and acquisition financing for, 9900 Wilshire for luxury mixed-use development in Beverly Hills, California.
  • Represented JPMorgan Chase with respect to two large real property dispositions, collectively involving 86 office, retail and mixed use properties, and a related sale-leaseback transaction.
  • Represented JPMorgan Chase in connection with the sale of 75 Wall Street, New York, New York to a condominium converter, which included, a mortgage restructuring, surrender agreements with net and multiple space tenants and buy-out agreements with holders of remainder and other interests.

Cross Border Transactions

  • Advised a pharmaceutical company in respect of a proposed combination of U.S. and non-U.S. intellectual property and related business assets of the client and another pharmaceutical company in an offshore joint venture and a related IRS ruling request.
  • Created a series limited liability company structure to hold natural gas concessions for purposes of Brazilian tax consolidation and U.S. tax deconsolidation for a major energy company, and provided on-going day to day corporate governance and tax advice with respect to this structure.
  • Advised a pharmaceutical company in connection with integration of its businesses with that of two acquired pharmaceutical companies, with respect to the creation of Luxembourg holding structures.

Education

New York University (LL.M. in Taxation, 1997); Tulane University Law School (J.D., magna cum laude, 1996); University of Leeds; University of California, San Diego (B.A. in Political Science, 1993).

While attending Tulane Law School, Jerry was Managing Editor of, and published three articles in, the Tulane Law Review.  In addition, Jerry was elected to the Order of the Coif.

Continuing Legal Education Presentations

Taxation of Debt Instruments; Capital Markets Issuances (June 2009).

Taxation of Contingent Convertible Debt Instruments (December 2003).

Clerkship

Judicial Extern to Judge A. Andrew Hauk, United States District Court, Central District of California (1994).

Professional Activities

Jerry is a member of the New York State Bar Association.  Jerry was a substantial contributor to a New York State Bar Association Tax Section report on certain tax shelter provisions, reprinted in 1999 Tax Notes Today 126-31 (July 1, 1999).

Admissions

California and New York

Personal Background

Jerry grew up in Rancho Palos Verdes, CA.  He has lived in San Diego, England, New Orleans and New York.  Prior to joining the firm, Jerry worked for ten years as a Tax Associate at Jones Day’s New York Office and for two years as a Tax Associate at Willkie Farr & Gallagher.  Jerry enjoys genealogy, running, following current events and international travel.