Justin S. Cohen

Counsel

Locations

New York

Contact me

E: justin.cohen@hugheshubbard.com

T: +1 (212) 837-6362

Bar Admissions

New Jersey New York

Education

University of Pennsylvania Law School, J.D., Senior Editor, University of Pennsylvania Law Review Wharton School, University of Pennsylvania Cornell University, B.S., magna cum laude

Practices

Art Law Asset Management Aviation Tax Venture Capital Energy & Infrastructure Practice

Justin S. Cohen is a counsel in the New York office of Hughes Hubbard & Reed LLP. He focuses on the tax aspects of domestic and international mergers, acquisitions, and spin-offs, aviation and equipment finance and leasing transactions, corporate finances, securities offerings, bankruptcy and financial restructurings. He also assists clients with the tax aspects of cross-border investment structuring and private equity and hedge fund formation. Justin regularly counsels private foundations, country clubs, charitable trusts, and other not-for-profit entities on a variety of compliance issues.

Selected Matters

Representation of Grab, Southeast Asia's leading super app, in its pending $425 million acquisition of Stash Financial, Inc., a U.S. digital financial services company.
Representation of Cantor Equity Partners II, a special purpose acquisition company (SPAC) sponsored by an affiliate of Cantor Fitzgerald, in its pending business combination with tokenization platform Securitize, Inc. that would take the company public in a transaction valuing Securitize at $1.25 billion.
Representation of Wipro, a global IT services leader, in its $375 million acquisition of Harman Connected Services, the digital transformation solutions (DTS) arm of Samsung subsidiary Harman International.
Representation of ANI Pharmaceuticals in its $381 million acquisition of global pharmaceutical company Alimera Sciences.
Representation of Ualá, the Latin American neobank, in its $300 million Series E preferred stock fundraising round, which valued Ualá at a post-money valuation of $2.75 billion.
Representation of Flushing Financial Corp., the holding company for Flushing Bank, in its proposed merger with OceanFirst Bank N.A. in a transaction valued at $579 million.
Representation of the founders and investors in the $955 million sale of Cognigy, a global market leader in conversational and agentic AI, to NiCE.
Representation of Banco Latinoamericano de Comercio Exterior (Bladex) on a $206 million credit facility to support the acquisition by Grupo Estrella of Cemex’s operations in Panama.
Representation of a club of seven banks, led by Wells Fargo, in a $301 million term loan to Chilean bank Banco BICE.
Representation of PEAC Solutions, a portfolio company of global investment firm HPS Investment Partners, in its carve-out acquisition of the specialty financing business of ePlus, a technology solutions and services provider.
Representation of Munich-based condiment producer Develey Senf & Feinkost in the sale of its U.S. production facility to Chicago-based global food ingredients manufacturer Newly Weds Foods.
Representation of Amagi, a global leader in cloud-based SaaS technology for broadcast and connected TV, in its acquisition of Argoid AI.
Representation of Sphere Entertainment, a live entertainment and media company, in its acquisition of Advanced Electronic Design, an engineering product development firm.
Representation of global information technology leader Infosys in its acquisition of MRE Consulting, a Houston-based energy consulting company.
Representation of Geller & Company on the sale of its multi-family office business to Corient, one of the fastest-growing national wealth advisors in the U.S.
Representation of the following SPACS backed by investment firm Kensington Capital Partners:
- Kensington Capital Acquisition Corp. IV in connection with its $939 million merger with Amprius Technologies, Inc., a nanowire battery company; and
- Kensington Acquisition Corp. in connection with its $3.3 billion merger with QuantumScape, an electric vehicle battery supplier backed by Volkswagen Group.
Representation of London-based Bloomsbury Publishing, the publisher of the Harry Potter series, in its acquisition of the academic imprints and associated titles of Rowman & Littlefield, its biggest acquisition to date.
Representation of Knorr-Bremse AG in its approximately €630 million acquisition of the North American conventional rail signaling business of Alstom.
Representation of Rheinmetall AG in its $950 million acquisition of Loc Performance Products.
Representation of a bank club in connection with a $300 million sustainability-linked revolving credit facility for Brazilian energy company Raízen.
Representation of Sotheby’s in connection with a $1 billion minority investment round with Abu Dhabi-based investment and holding company ADQ and other investors.
Representation of Griffin Global Asset Management in a senior unsecured notes offering and subsequent add-on totaling $700 million.
Representation of alternative investment firm AURELIUS in the acquisition by its portfolio company, ZIM Aircraft Seating, of HAECO Cabin Solutions from HAECO Group.
Representation of Stanadyne and its subsidiary Pure Power on their section 363 asset sale to an entity formed by Cerberus, the prepetition agent and secured lender.
Representation of JOST Werke SE in the acquisition of Crenlo do Brasil from Angeles Equity Partners.
Representation of the venture capital arm of Banco Bradesco on its R$17 million seed investment in Brazilian web security start-up Exato Digital.
Representation of global aircraft inventory solutions provider DASI in the sale of 50% of the outstanding ownership of DASI to Marubeni Corporation, a publicly traded Japanese company that is one of the world’s largest trading and investment conglomerates, and related joint venture arrangements. The transaction saw minority investor Fortress Investment Group exit its investment in DASI.
Representation of Cyclerion Therapeutics, Inc. in the sale of the rights to two drugs to a company newly-formed by certain existing Cyclerion shareholders and venture capital firms in exchange for cash and shares of stock in the new company.
Representation of Madison Square Garden Entertainment Corp. in connection with the purchase of a controlling interest in, and the subsequent sale of, Tao Group Hospitality, operator of more than 80 branded locations in over 20 markets across four continents, including the Tao, Marquee, Lavo, Avenue, The Stanton Social, Beauty & Essex and Avenue restaurants and nightclubs.
Representation of MSG Sports in connection with the combination of Counter Logic Gaming, of which MSG Sports previously owned a controlling interest, with NRG, a professional gaming and entertainment company. As a result of the transaction, MSG Sports now owns a noncontrolling equity interest in the larger, combined NRG/CLG company.
Representation of a syndicate of 7 banks in connection with a $600 million term loan pre-export finance facility for Brazilian joint venture that produces sugar, ethanol and bioenergy.
Representation of Greenbriar Equity Group LLC in connection with the acquisition of automotive aftermarket parts and accessories distributor JEGS High Performance.
Representation of Hyve Group, an international organizer of exhibitions and conferences, in connection with its acquisition of healthcare event company HLTH.
Representation of AMC Networks in connection with the acquisition of Sentai Holdings, a global supplier of anime content and merchandise.
Representation of CF Finance Acquisition Corp. VI, a SPAC backed by Cantor Fitzgerald, in connection with its proposed $2.1 billion IPO merger with Rumble Inc. that took the Canadian neutral video platform public.
Representation of Santander Consumer USA Holdings Inc. in connection with its sale to parent company and majority shareholder Santander Holdings USA Inc. in a $2.5 billion deal that took the Dallas-based auto lending and consumer finance company private.
Representation of SPAC Isos Acquisition Corp., in connection with its $2.6 billion IPO merger with Bowlero Corp. that took the world’s largest owner and operator of bowling centers public.
Representation of CF Finance Acquisition Corp. V, a SPAC backed by New York investment firm Cantor Fitzgerald, in connection with a $850 million IPO merger with Satellogic that took the satellite earth imagery provider public.
Representation of U.K. sports and fashion retailer JD Sports Fashion in acquisitions of U.S. athletic footwear, apparel and accessories retailers DTLR Villa, Shoe Palace and Nice Kicks.
Representation of a nine-bank group led by Crédit Agricole Corporate and Investment Bank on a $1.5 billion term loan credit facility to the Vale Base Metals Limited group.
Representation of Wafra Capital Partners in the acquisition of EasyPay Finance, a provider of consumer installment financing for automotive services.
Representation of global information technology leader Infosys in its acquisition of Kaleidoscope Innovation, a full-spectrum product design, development and insights firm.
Representation of Allegiance Crane & Equipment, a construction equipment rental company, in a $65 million senior secured revolving credit facility provided by JPMorgan Chase Bank and CIBC Bank USA.
Representation of Turnitin, a subsidiary of Advance Publications, in connection with its acquisition of online assessment platform Examsoft.
Representation of global leader in next-generation digital services and consulting Infosys in the acquisition of Blue Acorn iCi, a digital services and consulting agency.
Representation of Cenveo Inc. in the carve-out sale of its content services business to CJK Group Inc.
Representation of Citigroup Global Markets, Inc., Deutsche Bank Securities Inc., J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the underwriting group, in a $2 billion public debt offering by ViacomCBS Inc. comprised of $1 billion in 4.2% senior notes and $1 billion in 4.95% senior notes.
Representation of Griffin Global Asset Management in connection with a $550 million dollar joint venture with Bain Capital to form an aircraft leasing company.
Representation of MUFG Union Bank as liquidity facility provider for a $485 million asset-backed securitization (ABS) for Irish aircraft lessor BBAM Aviation Services. Citi, Credit Suisse and Mizuho acted as joint lead structuring agents and joint lead bookrunners for the transaction – Horizon Aircraft Finance II (Horizon 2019-1) which is supported by a fleet of 20 narrow-body aircraft.
Representation of the underwriting group in a $2.5 billion public debt offering by ViacomCBS Inc. comprised of a 4.75% and 4.9% senior notes. The underwriting group included BofA Securities, Goldman Sachs & Co., J.P. Morgan Securities and Morgan Stanley & Co.
Representation of global information technology leader Infosys in its acquisition of Simplus, the global leader of Salesforce quote-to-cash.
Representation of BNP Paribas Securities Corp. in connection with a $189 million aircraft asset-backed securitiztion (ABS) for Vx Capital Partners, a cargo aircraft management and leasing firm.
Representation of Platinum Equity in its $1.9 billion acquisition of Wesco Aircraft.
Representation of Bank of America as facility agent, structuring agent and joint lead arranger in connection with a $300 million aircraft warehouse facility for a new join venture leasing vehicle established by Elliot Management and SkyWorks Leasing, an aircraft management services company.
Representation of a bank group led by Rabobank, a Dutch multinational banking and financial services company, in a $132 million sustainability-linked export prepayment facility for sugar company Tereos Açúcar e Energia Brasil S.A, the Brazilian subsidiary of global agricultural cooperative conglomerate Tereos.

Speaker, NYU Tax Conference (2022, 2023)

Highlighted Publications

Co-author, "Avoiding IRS Art Donation Audits Requires an Up-Front Checklist", Bloomberg Tax, May 7, 2024

Recognition

Recommended in The Legal 500 United States in Tax: US Taxes Non-Contentious (2022 - 2025)
Recommended in The Legal 500 United States in International Tax (2024)

Professional Activities

Member, New York State Bar Association, Section of Taxation
Former Chair, Under 10 Club, New York State Bar Association, Section of Taxation

Awards

Recipient, Presidential Volunteer Service Award, 2016
Recipient, The Legal Aid Society’s Pro Bono Publico Award, 2016

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