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Michael Orchowski

European Counsel

Michael Orchowski

European Counsel
London +44-20-7959-8900+44-20-7959-8900 +44-20-7959-8950+44-20-7959-8950
[email protected]
Michael Orchowski is European Counsel in Sullivan & Cromwell’s London office. His practice is concentrated on U.S. international taxation.

Mr. Orchowski has represented U.S. and non-U.S. banks, insurance companies, private equity firms and corporations, most frequently on cross-border mergers and acquisitions, financings and restructurings. Michael also provides advice on the U.S. federal income tax treatment of securities and complex financial products. In addition, he has been involved with the Foreign Account Tax Compliance Act since its 2010 enactment and has assisted major financial and nonfinancial groups in their efforts to comply with FATCA.

Michael has written, co-authored or contributed to a number of articles, bar reports and comment letters on a variety of tax topics, including FATCA, securities reopenings and real estate mortgage investment conduits. Before qualifying as a lawyer, Michael spent four years as a scientist at Unilever.

SELECTED REPRESENTATIONS

  • Goldman Sachs Merchant Banking Division and Rhône Capital in a transaction agreement to provide new equity capital in connection with a comprehensive recapitalisation of Neovia Logistics Holdings Limited and its subsidiaries
  • J.P. Morgan Securities plc in their role as initial purchases, sole global coordinator and bookrunner on Taiwan Cement Corporation’s $400 million currency-linked USD denominated zero coupon convertible bonds due 2023
  • Goldman Sachs on the formation of Vero Group, a student housing joint venture among Goldman Sachs, the Wellcome Trust and Greystar
  • Towergate Insurance Group’s senior secured creditors in connection with Towergate's successful restructuring
  • Rhône Capital LLC on its $1.35 billion acquisition of CSM NV’s bakery supplies business
  • Goldman Sachs Merchant Banking Division on its investment in (and the subsequent IPO of) Hastings Insurance Group
  • Orion Engineered Carbons S.A. on its approximately $350 million initial public offering of common shares
  • Funds managed by Goldman Sachs Merchant Banking Division and TPG Capital, as selling shareholders, in connection with the $811 million initial public offering and listing of the Ontex Group
  • The underwriters to Jaguar Land Rover PLC on several Rule 144A and Regulation S offerings of high-yield senior notes
  • Cúram Software Limited in its acquisition by IBM Corporation
  • Porsche SE on its €5 billion rights offering
  • ING Groep N.V. on the sale of the majority of its real estate investment management business in two separate transactions for a combined price of approximately $1 billion
  • Several market-leading issuers on numerous offerings of structured products, including equity, currency, interest rate and commodity linked notes