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David H. Schnabel
Partner

Mr. Schnabel is a partner in Davis Polk’s Tax Department. He advises clients on a full range of transactions, including mergers and acquisitions, spinoffs, financing, PIPEs, partnership and other flow through investments, joint ventures, fund formation and related issues, and inversions.

Work Highlights

RECENT REPRESENTATIONS
  • Technip on its $17 billion combination with FMC Technologies
  • The Special Committee of Independent Directors of Fortress Investment Group LLC on the approximately $3.3 billion acquisition of Fortress by SoftBank Group Corp. 
  • Atairos Group, Inc. in its investment in Bowlmor AMF and acquisition of Learfield Communications, Inc.
  • McKesson Corporation on its creation of a new health care information technology company
  • Comcast Corporation on its acquisition of Icontrol Networks, Inc.
  • Hargray Communications Group, Inc. on its acquisition by The Pritzker Organization, L.L.C.
  • Solvay SA on its acquisition of the remaining 50% interest in Primester, a joint venture partnership between Solvay and Eastman Chemical Company
  • ADP on its acquisition of The Marcus Buckingham Company
  • The agent and a steering committee of lenders in connection with Alpha Natural Resources’ chapter 11 cases
  • Ferrero on its acquisition of Fannie May Confections from 1-800-FLOWERS.COM
 

Before joining Davis Polk, Mr. Schnabel’s representations included:

  • Amazon.com in its acquisition of Elemental Technologies, pioneers in software-defined video solutions for multiscreen content delivery
  • Clayton, Dubilier & Rice in the:
    • $910 million acquisition of Healogics, the largest advanced wound care services provider in the United States
    • $1.8 billion acquisition of Ashland Water Technologies
    • Acquisitions of Brand Energy and Harsco Infrastructure in a combined transaction valued at $2.5 billion
    • $1.5 billion acquisition of a majority ownership stake in WilsonArt International Holdings, the decorative surfaces unit of Illinois Tool Works
    • $3.2 billion acquisition of Emergency Medical Services Corporation
    • 46% investment in JohnsonDiversey, a transaction valued at $2.6 billion
    • Acquisition of PharMEDium, a provider of sterile compounding services to hospital pharmacies
    • $5.5 billion going-private acquisition of ServiceMaster
    • “Sponsored spinoff” investment in 47.5% of Sally Beauty, the beauty supplies business spun off by Alberto-Culver, valued at $3 billion
    • $4.3 billion sale of Diversey Holdings to Sealed Air
  • Clayton, Dubilier & Rice and GS Capital Partners in their acquisition of HGI Holdings, a distributor of medical products to chronic disease patients
  • Envision Healthcare in its $620 million acquisition of Rural/Metro Corporation
  • International Paper in the combination of its xpedx distribution solutions business with Unisource (a Bain portfolio company) in a “Reverse Morris Trust” transaction
  • Truck-Lite, a Kelso & Company portfolio company, in its sale to Koch Equity Development and BDT Capital Partners
  • ServiceMaster (a portfolio company of Clayton, Dubilier & Rice) in its spinoff of TruGreen
  • Morgan Stanley Private Equity in its acquisition of:
    • Access Cash, a Canadian independent service organization that manages the country’s second-largest network of automated teller machines
    • EmployBridge, a provider of outsourced human resource and specialty-branded temporary staffing services
  • AssuraMed, a Clayton, Dubilier & Rice portfolio company, in its $2 billion sale to Cardinal Health
  • EIG Global Energy Partners in:
    • Its sale of a minority interest to a sovereign wealth fund
    • The formation of EIG Energy Fund XVI, a $6 billion energy and energy-related infrastructure fund
  • Kelso & Company in its:
    • Acquisition of Nivel Holdings, a distributor of golf car aftermarket parts and accessories
    • Acquisition of Augusta Sportswear, a manufacturer of sports team uniforms
    • Acquisition of Logan’s Roadhouse, a casual dining restaurant chain, from an investor group led by Bruckmann, Rosser, Sherrill & Co.
    • Investment in Wilton Re, a Bermuda-based life reinsurance company
  • PSAV, a Kelso & Company portfolio company, in its acquisition by affiliates of Goldman Sachs
  • Access Industries, as part of a consortium with Apollo Global Management and Riverstone Holdings, in its $7.15 billion acquisition of the oil and gas exploration and production assets of El Paso, which were sold in connection with Kinder Morgan's $38 billion acquisition of El Paso. This transaction was named "Private Equity Deal of the Year" by International Financial Law Review.
  • Bain Capital, The Carlyle Group and Clayton, Dubilier & Rice in their $8.5 billion acquisition of HD Supply from The Home Depot
  • FLAG Capital Management in its acquisition of Squadron Capital, a Hong Kong-based private equity investment firm
  • OEP Capital Advisors in its spinout from JPMorgan Chase, formation of One Equity Partners Secondary Fund, a $1.5 billion U.S. private equity fund, investment management arrangements with JPMorgan Chase and certain related matters
  • Diamond Castle in the restructuring of, and secondary sale of interests in, Diamond Castle Partners IV. In the transaction, Goldman Sachs, Intermediate Capital Group and other syndicate investors committed capital to a newly formed Diamond Castle-managed fund that acquired most of the portfolio of Fund IV, and Fund IV limited partners elected either to participate in the longer term potential of the portfolio by rolling their interests into the new fund or to effectively sell their interests to the buying syndicate.
  • A consortium that includes CAI Capital Partners, Goldman Sachs Capital Partners, Kelso & Company and Vestar Capital Partners, in its $3.3 billion going-private acquisition of CCS Income Trust, a Canadian company providing waste management services to the oil industry
  • Ripplewood Holdings in its $3.4 billion acquisition of RSC Equipment Rental from Atlas Copco and in its purchase of a substantial interest in The Commercial Bank of Egypt
  • Warner Music Group in its $765 million acquisition of Parlophone Label Group from Universal Music Group
  • Reynolds Group (formerly known as Rank Group Holdings Limited) in its:
    • $4.5 billion acquisition of Graham Packaging Company
    • Acquisition of Dopaco, a food service packaging company
    • $3 billion acquisition of Reynolds Consumer Products and Closure Systems International
  • Access Industries in its $3.3 billion acquisition of Warner Music Group
  • Schneider Electric in its acquisition of:
    • Lee Technologies, a U.S.-based service provider specializing in large-scale data centers in the North American market
    • Summit Energy Services, a leader in outsourced energy procurement and sustainability services to industrial, commercial and institutional enterprises
  • The Rank Group in its:
    • $950 million acquisition of Honeywell’s automotive consumer products group
    • $2.7 billion purchase of Alcoa's packaging and consumer businesses
  • The special committee of eSpeed in eSpeed’s $1.3 billion merger with BGC Partners
  • Energy Brands, also known as Glacéau, the maker of VitaminWater, in its $4.1 billion acquisition by The Coca-Cola Company.

Recognition

Mr. Schnabel is recognized as a leading corporate tax lawyer in various industry publications:

  • Chambers USA 2013-2017, where clients say he is “is a cut above, he is thoughtful, deeply technical and he speaks the language of business” 
  • Legal 500 U.S. 2011-2016, where he is noted as “one of the real experts in partnership tax – who can integrate technical tax answers with actionable and commercial solutions”

Of Note

  • Former Chair, Tax Section, New York State Bar Association
  • Former Co-Chair, Investment Funds Committee, Consolidated Returns Committee and Partnership Committee, New York State Bar Association
  • Member, Planning Committee, University of Chicago Law School Tax Conference
  • Fellow, American College of Tax Counsel
  • Frequent speaker on the tax aspects of M&A and private equity, including at the NYSBA Annual Meeting, the Practising Law Institute, the ABA Section of Taxation Meeting and the NYU Tax Institute

Mr. Schnabel writes frequently on tax issues and is the author of the New York State Bar Association’s: 

  • Report on the Cancellation of Indebtedness and AHYDO Rules of Sections 108(i) and 163(e)(5)(F) (2009),
  • Report on Proposed Treasury Regulation Section 1.1502-13(g) Relating to Intercompany Obligations (2008),
  • Report Responding to Notice 2006-14 Relating to the Treatment of Partnership Distributions under Section 751(b) (2006), Report on the Proposed Regulations and Revenue Procedure Relating to Partnership Equity Transferred in Connection with the Performance of Services (2005)
  • Report on Disguised Sales of Partnership Interests Responding to Notice 2001-64 (2003)

He has also authored: 

  • Tax Forum article on the proposed regulations relating to management fee waivers
  • Great Expectations − The Basic Problem with Distressed Debt (University of Chicago Tax Institute) 
  • Structuring Preferred Stock Investments by Private Equity Funds (Practising Law Institute)
  • Revisionist History: Retroactive Federal Tax Planning (The Tax Lawyer 2007)

Professional History

  • Partner, Davis Polk, 2015-present
  • Partner, Debevoise, 2000-2015
  • Associate, Debevoise, 1994-2000
  • Law Clerk, Hon. Carolyn P. Chiechi, U.S. Tax Court, 1992-1993

Contact

  • 450 Lexington Avenue
    New York, NY
    10017
    P: +1 212 450 4910
    F: +1 212 701 5910

Bar Admissions

  • State of New York

Education

  • B.A., Macalester College, 1988
    • cum laude
    • with highest honors
  • J.D., New York University School of Law, 1992
    • cum laude
  • LL.M. in Taxation, New York University School of Law, 1993
    • Fergus Fellow