Adam Kool, P.C.
Overview
Adam Kool is a tax partner in the New York office of Kirkland & Ellis LLP. Adam has a broad-based practice, and handles a wide range of complex transactions, focusing on the tax aspects of mergers, acquisitions, divestitures, joint ventures and spin-offs, both domestic and cross-border. He also advises clients on the tax aspects of securities issuances, bankruptcy and restructuring. In 2020 and 2024, Adam was recognized in The Legal 500 United States for his work in International Tax and in 2020 and 2023–2024 for US Taxes: Non-Contentious.
Experience
Representative Matters
KKR in its investment in Precipart, a provider of highly engineered precision components for medical device and aerospace industries.
Carvana Co. (“Carvana”), the leading e-commerce platform for buying and selling used cars, in various capital markets transactions, including an exchange offer for up to $1 billion of Carvana’s five tranches of unsecured notes and related transactions.
Apax Partners in its sale of a majority stake in Boats Group to Permira.
Thoma Bravo in the sale of its portfolio company Ellie Mae to Intercontinental Exchange.
CoinMarketCap in its sale to Binance.
Huntsman Corporation in its $300 million acquisition of CVC Thermoset Specialties.
Huntsman Corporation in its $350 million acquisition of Icynene-Lapolla.
AbbVie in the issuance of $30 billion of debt to finance its acquisition of Allergan.
Brighton Park Capital in its majority investment in Relatient.
Apax Digital Fund in its acquisition of MetaMetrics.
AbbVie in its $63 billion acquisition of Allergan.
The Carlyle Group, alongside TA Associates, in its acquisition of Weiman Products.
Tenneco Inc. in its $5.5 billion acquisition of Federal-Mogul, LLC from Icahn Enterprises.
Wyndham Worldwide in its $1.95 billion acquisition of La Quinta Inns & Suites’ franchise and management businesses.
GrubHub in its acquisition of Eat24 from Yelp.
Huntsman Corporation in its proposed merger with Clariant with a combined enterprise value of approximately $20 billion.
The Carlyle Group in its acquisition of Arctic Glacier Group Holdings, Inc. from H.I.G. Capital.
Mead Johnson Nutrition in its $17.9 billion sale to Reckitt Benckiser Group plc.
Blackstone in its acquisition of SESAC Holdings, a leading music rights organization, from Rizvi Traverse Management.
Equity One in its $15.6 billion merger with Regency Centers Corporation, creating the preeminent shopping center REIT in the U.S.
Teva Pharmaceuticals in connection with its $500 million acquisition of the Anda distribution business of Allergan.
Advent International in its investment in inVentiv Health.
Apax Partners in its acquisition of Dominion Marine Media.
Apax Partners in its sale of Epicor Software Corporation to KKR.
Investor group led by Macquarie Infrastructure and Real Assets in the $4.7 billion acquisition of Cleco Corporation.
Thoma Bravo in connection with the $4.5 billion acquisition of SolarWinds Inc. by Thoma Bravo and Silver Lake Partners.
The Carlyle Group on the sale of WorldStrides to Metalmark Capital Partners and Silverhawk Capital Partners.
ATL Partners in the formation of SKY Leasing.
Acquisition by Thoma Bravo of MedeAnalytics, a provider of cloud-based financial performance analytics for the health care industry.
Thoma Bravo in connection with its acquisition of DigiCert Inc.
KKR in its acquisition of C.H.I. Overhead Doors.
Building Materials Holding Corporation in its all-stock merger with Stock Building Supply Holdings, Inc.
KKR in its acquisition of a controlling interest in Ticket Monster, a Korean ecommerce company.
Murray Energy Corporation in connection with its $1.4 billion transaction to acquire a controlling interest in Foresight Energy LP.
Burger King in its $11.4 billion acquisition of Tim Hortons Inc.
Thoma Bravo in a $3.6 billion take-private of Riverbed Technology.
CCBR-SYNARC in its merger with BioCore.
Shearer's Foods in its acquisition of the private brands division of Snyder's-Lance.
Sorenson Communications in its Chapter 11 restructuring of approximately $1.3 billion of funded indebtedness.
Edison Mission Energy in its Chapter 11 restructuring of approximately $3.7 billion of senior unsecured notes and other obligations.
Clerk & Government Experience
United States Attorney's Office, Tax DivisionSummer 2010
Prior Experience
Summer Associate, Ivins, Phillips & Barker, Summer 2011
More
Thought Leadership
Publications
“A Close Look At The Latest Anti-Inversion Guidance,” Law360, December 2015
Martin D. Ginsburg, Jack S. Levin and Donald E. Rocap, Mergers, Acquisitions and Buyouts (updated semi-annually) (contributor)
Seminars
“Structuring Leveraged Buyouts (“LBOS”),” Practising Law Institute (PLI), Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2023 Conference, October 25, 2023
“Minimizing Tax Burdens of Closely Held Business Owners in Light of New Section 199A,” American Bar Association, Section of Taxation, 2018 May Meeting
“Structuring and Negotiating LBOs,” University of Pennsylvania, Wharton School of Business, Private Equity/Venture Capital Seminar, 2016
Recognition
Recognized by The Legal 500 United States for US Taxes: Non-Contentious, 2020 & 2023–2024
Recognized by The Legal 500 United States for International Tax, 2020 & 2024
Credentials
Admissions & Qualifications
- New York
- Illinois (retired)
Education
- Stanford Law SchoolJ.D.Managing Editor, Stanford Law Review
- Grand Valley State UniversityB.A., International Relations
News &
Insights
- Press Release Kirkland Advises Thoma Bravo on Strategic Growth Investment in PCMI
- Press Release Kirkland Advises Lexitas on Agreement to Sell Registered Agent Solutions Inc. to Wolters Kluwer
- Press Release Kirkland Advises Thoma Bravo on Majority Investments in OPEXUS and Casepoint
- Kirkland Alert Treasury and IRS Issue Proposed Regulations on Certain Issues Relevant to Nonrecognition Transactions
- Press Release Kirkland Advises Thoma Bravo-Backed Bluesight on Acquisition of Protenus