Professional Biography

Eliot L. Kaplan Partner

  • Phoenix

    D +1.602.351.8385

    F +1.602.648.7000

    Phoenix

    2525 E. Camelback Road, Suite 500

    Phoenix, AZ 85016-4227

    +1.602.351.8385

    EKaplan@perkinscoie.com

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Overview

Experience

Mergers, Acquisitions, and Divestures

  • Structured and negotiated the disposition of a homebuilder
  • Structured and negotiated the acquisition and disposition of multiple medical practices
  • Structured and negotiated the disposition of a residential window and door manufacturing and installation company
  • Structured and negotiated the disposition of a national upscale home improvement products company
  • Structured and negotiated the sale of a public company’s real estate franchising business
  • Structured and negotiated the sale of an NHL hockey team
  • Structured and negotiated the sale of multiple ski resorts
  • Structured and negotiated the purchase and sale of hotel and other hospitality assets
  • Structured and negotiated the acquisition of the assets of a media signage company
  • Structured and negotiated acquisitions of the assets of a steel processing businesses
  • Structured and negotiated many strategic and private equity acquisitions
  • Structured and negotiated all types of mergers, including tax-free mergers, cash-out mergers, and taxable mergers

Joint Ventures

  • Structured and negotiated many complex real estate joint ventures on behalf of both capital partners and developers
  • Structured and negotiated many complex joint ventures involving entertainment assets
  • Structured and negotiated many complex joint ventures involving fast casual restaurant assets
  • Negotiated and structured complex hotel and hospitality joint ventures with residential real estate components
  • Structured and negotiated numerous joint ventures involving media signage
  • Structured and negotiated many complex joint ventures as part of a private equity acquisition and roll-over by sellers
  • Negotiated and structured complex operating company joint ventures, including joint ventures involving public companies, private equity funds, and non-public companies

Fund Formation

  • Formation of various funds targeting various kinds of real estate
  • Formation of fund targeting private equity operational assets
  • Formation of fund targeting distressed debt
  • Formation of fund targeting borrowers of bridge loans

Private Placements

  • Prepared the offering documentation for various real estate transactions
  • Prepared the offering documentation for various private companies with business operations

Restructuring Transactions

  • Structured and negotiated various asset acquisitions, sales, mergers, and dispositions involving businesses both in bankruptcy and out of bankruptcy
  • Restructured many different types of businesses both in bankruptcy and out of bankruptcy from both a corporate and business standpoint and from an income tax standpoint
  • Structured the reduction of debt for various entities who hold leveraged real estate assets from an income tax standpoint
  • Structured the retaining of income tax attributes and minimizing of income from the relief of indebtedness from an income tax standpoint

Tax

  • Provided guidance on and structured all types of sales, dispositions, mergers, and acquisitions
  • Provided guidance on and structured all types of joint ventures including partnership, limited partnership, limited liability company, or other entity taxed as a partnership
  • Provided guidance on and structured all types of offerings
  • Provided guidance on and structured a wide range of real estate transactions, including transactions structured to minimize ordinary income and maximize capital gains and transactions involving non-U.S. citizens
  • Provided guidance on and structured like kind exchanges and involuntary conversions (i.e., property takings by the government)
  • Provided guidance on and structured equity and debt offerings
  • Represented clients in audits before various tax authorities including the Internal Revenue Service and the Arizona Department of Revenue

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RELATED INFORMATION

Bar and Court Admissions

  • Arizona
  • District of Columbia
  • Missouri
  • Kansas

Education

  • Georgetown University, LL.M., Taxation, with distinction, 1993
  • Arizona State University, J.D., 1989
  • The University of Arizona, B.S., 1986