Candace A. Ridgway

Partner at Jones Day

Candace A. Ridgway

Candace A. Ridgway

Partner at Jones Day

Biography

Candace A. Ridgway (Candy)
Partner

Education

Georgetown University (LL.M. in Taxation with distinction 1995); Cornell University (J.D. magna cum laude 1987; Order of the Coif; Law Review); Arizona State University (M.B.A. 1984); University of Connecticut (B.A. cum laude 1974)

Bar Admissions

New York and District of Columbia


Experience Highlights

Jefferies acts as initial purchaser in $200 million Rule 144A and Regulation S offering by Permian Holdings

Citigroup Global Markets and Credit Suisse, as representatives of underwriters, complete concurrent offerings by KB Home of $230 million of Convertible Senior Notes and $115 million of Common Stock

Georgia Gulf completes merger with PPG Industries' commodity chemicals business creating Axiall Corporation for $2.1 billion

Areas of Focus

Tax
Bankruptcy Taxation
Mergers & Acquisitions Taxation
Private Equity / Real Estate Taxation
Tax Audits & Controversies

Candy Ridgway's practice encompasses corporate and general business tax law, with extensive experience in advising on the most tax-efficient structures for corporate transactions, including bankruptcy reorganizations and other restructuring transactions by distressed businesses.

Representative transactional clients include Chrysler, Dana Corporation, Hunt Petroleum, International Steel Group, Kaiser Aluminum, Nextel, Reynolds American, Transpro, and VoiceStream (T-Mobile). She has dealt with the IRS National Office, Appeals, and Treasury in connection with a wide range of transactional matters involving tax rulings and controversies. Candy has represented companies such as Dow Corning, Federated Department Stores, General Motors, Nationwide Mutual Insurance Company, and Reliance Electric in IRS appeals and litigation.

Candy has spoken and written extensively on corporate transactional tax issues, particularly relating to spin-offs and distressed business workouts. She is the author of two Tax Management Portfolios, Corporate Separations and Corporate Acquisitions — D Reorganizations and, as coauthor with Carl Jenks and Edward Purnell, Corporate Bankruptcy. In addition, she has authored a number of Tax Management Memoranda and other articles on spin-offs and corporate reorganization and bankruptcy issues. She has taught "Tax Planning for Corporate Acquisitions and Dispositions" as an adjunct professor at Georgetown University Law Center in the master of laws in taxation program.

Experience


ACI Worldwide acquires S1 for $520 million
Jones Day advised ACI Worldwide, Inc. ("ACI") in connection with its agreement to acquire S1 Corporation ("S1") for approximately $520 million.

Nationwide Insurance acquires Harleysville Mutual Insurance and Harleysville Group for $840 million
Jones Day advised Nationwide Mutual Insurance Company in its $840 million acquisition of Harleysville Mutual Insurance Company and Harleysville Group Inc.

Ad Hoc Committee of Noteholders of GEO Specialty Chemicals completes private purchase of Senior Secured Convertible Notes issued by GEO Specialty Chemicals
Jones Day advised the Ad Hoc Committee of Noteholders of GEO Specialty Chemicals, consisting of funds affiliated with BlackRock Financial Management, Solus Alternative Asset Management, and Deutsche Investment Management Americas, in connection with the purchase by select funds of 7.5% Senior Secured Convertible Notes due 2015 issued in a private placement by GEO Specialty Chemicals, a producer of specialty chemicals.

Jefferies acts as initial purchaser and underwriter in $1 billion Rule 144A and Regulation S offering and concurrent $50 million public offering by Offshore Group Investment Limited and Vantage Drilling Company
Jones Day advised Jefferies & Company, Inc. in connection with the $1 billion of 11 1/2% Senior Secured First Lien Notes due 2015 in a Rule 144A and Regulation S offering by Offshore Group Investment Limited, a Cayman Islands exempt company and subsidiary of Vantage Drilling Company, and concurrent underwritten public offering of $50 million of Ordinary Shares by Vantage Drilling Company.

Hilite International completes sale to 3i
Jones Day represented Hilite International, Inc., a manufacturer of hydraulic drives and timing systems for the automotive industry, in connection with its sale to 3i, a Germany-based private equity fund.

International Coal Group acquired by Arch Coal for $3.4 billion
Jones Day advised International Coal Group, Inc. in the $3.4 billion all cash tender offer by Arch Coal, Inc. for all outstanding shares.

Community Choice Financial completes private placement of Senior Secured Notes and its related acquisition of CheckSmart Financial, CCCS Corporate Holdings and its subsidiaries
Jones Day advised CheckSmart Financial Company in its stock-for-stock merger pursuant to which Community Choice Financial Inc. acquired all outstanding stock of Checksmart Financial Holdings Corp. (an existing affiliate) and CCCS Corporate Holdings, Inc. and its subsidiaries (including California Checking Cashing Stores, LLC).

Nationwide Financial Services issues $600 million of 5.375% Senior Notes in Rule 144A and Regulation S offering
Jones Day represented Nationwide Financial Services, Inc. ("Nationwide"), a leading provider of long-term savings and retirement products in the United States, in connection with its issuance of $600 million aggregate principal amount of 5.375% Senior Notes due 2021 in a Rule 144A and Regulation S offering.

Jefferies acts as initial purchaser in $180 million Rule 144A and Regulation S offering of Senior Secured Notes by HOA Restaurant Group and HOA Finance
Jones Day advised Jefferies & Company, Inc. in connection with the $180 million of 11.250% Senior Secured Notes due 2017 in a Rule 144A and Regulation S offering by HOA Restaurant Group, LLC and HOA Finance Corp., the global owner, operator, and franchisor of the iconic Hooters brand of casual dining restaurants.

Cumulus Media acquires Citadel Broadcasting for $2.4 billion
Jones Day advised Cumulus Media Inc., a leading owner and operator of radio stations in the United States, in connection with its acquisition, and related financing, of Citadel Broadcasting Corporation, a Nevada-based broadcast company, for $2.4 billion, payable in cash and shares of Cumulus.

Cumulus Media acquires remaining equity interests of Cumulus Media Partners for $740 million
Jones Day is advising Cumulus Media Inc. in its $740 million acquisition of the remaining equity interests of Cumulus Media Partners from Bain Capital Partners, The Blackstone Group, and Thomas H. Lee Partners.

International Coal Group completes registered offering for $256.1 million of Common Stock
Jones Day advised International Coal Group, Inc., a leading coal mining company in Northern and Central Appalachia, in connection with its issuance of $256.1 million of Common Stock in a public offering by affiliates of WL Ross & Co. and Fairfax Financial Holdings Limited as selling stockholders, underwritten by Merrill Lynch, Pierce, Fenner & Smith Incorporated.

TransDigm Group issues $1.55 billion aggregate principal amount of 7.75% Senior Notes in private offering and additional $50 million aggregate principal amount of 7.75% Senior Notes in follow-on private offering
Jones Day represented TransDigm Group Incorporated ("TransDigm Group"), a leading global designer, producer and supplier of highly engineered aircraft components, in connection with the offering by TransDigm Inc., a wholly-owned subsidiary of TransDigm Group, of $1.55 billion aggregate principal amount of 7.75% Senior Notes due 2018 in a private offering, and an additional $50 million aggregate principal amount of 7.75% Senior Notes due 2018 in a follow-on private offering.

Howard Hughes completes spin-off from General Growth Properties
Jones Day represented The Howard Hughes Corporation, a preeminent developer and operator of master planned communities and long-term mixed use properties in the United States, in connection with its spin-off from General Growth Properties, Inc., a large REIT mall operator, in conjunction with General Growth Properties, Inc.'s emergence from bankruptcy.

J.P. Morgan, BNP Paribas and UBS underwrite public offering of $2.25 billion of PepsiCo, Inc. Senior Notes; J.P. Morgan and RBS act as dealer managers in concurrent tender offer for up to $500 million of Pepsico's 7.90% Senior Notes
Jones Day advised J.P. Morgan Securities LLC, BNP Paribas Securities Corp. and UBS Securities LLC, as representatives of the several underwriters, in connection with the public offering by PepsiCo, Inc., a world leader in convenient snacks, foods and beverages, of $2.250 billion of Senior Notes ($500 million 0.875% Senior Notes due 2013, $1.0 billion 3.125% Senior Notes due 2020 and $750 million 4.875% Senior Notes due 2040).

Starwood Capital-led consortium restructures more than $300 million of debt in connection with overall recapitalization of Terranea Resort near Los Angeles, California
Jones Day represented a consortium led by Starwood Capital in restructuring more than $300 million of debt in connection with the overall recapitalization of Terranea Resort near Los Angeles, California.

Continental Airlines and United merge in $8.5 billion all-stock merger of equals
Jones Day advised Continental Airlines in its $8.5 billion merger with United Airlines.

FTI Consulting issues $400 million of 6 3/4% Senior Notes in Rule 144A and Regulation S offering and concurrent tender offer and obtains $250 million credit facility
Jones Day advised FTI Consulting, Inc., a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment, in connection with its issuance of $400 million in aggregate principal amount of 6 3/4% Senior Notes due 2020 in a Rule 144A and Regulation S offering and concurrent tender offer.

Verint Systems completes registered offering for $80.5 million of Common Stock
Jones Day advised Verint Systems Inc., a global leader in Actionable Intelligence® solutions and value-added services, in connection with the sale of $80.5 million of Common Stock in a secondary public offering by the Company's majority stockholder, Comverse Technology, Inc., a leading provider of software and systems enabling value-added services for voice, messaging, mobile internet, and mobile advertising.

Omnicom issues $1 billion of Senior Notes in public offering
Jones Day represented Omnicom Group Inc., a global leader in advertising and marketing communications, in connection with its issuance of $1 billion of 4.450% Senior Notes due 2020 in a public offering, underwritten by J.P. Morgan, BofA Merrill Lynch, Citi, Deutsche Bank Securities, HSBC, Barclays Capital, Wells Fargo Securities, BNP Paribas, Morgan Stanley, Societe Generale, UBS Investment Bank, ANZ Securities, Banca IMI, BBVA Securities, and RBS.


Publications

April 2012
Treasury Issues Proposed Regulations on the Information Reporting and Withholding Tax Provisions of FATCA PDF


March 2011
Corporate Acquisitions - D Reorganizations, Tax Management Portfolio


February 2009
American Recovery and Reinvestment Tax Act of 2009: Description of Key Business Provisions PDF


2009
BNA International Special Report: Corporate Insolvency


December 2008
Revisiting Notice 2008-83 PDF


April 28, 2008
When Good Loans Go Bad: Selected Tax Issues for Corporations Holding or Owing Troubled Debt, Tax Management Memorandum, Vol. 49, No. 9.


2007
Extreme Makeover The Proposed Sec. 355 Active Business Regulations in Theory and Practice -- 2007, PLI/Tax


September 17, 2007
Extreme Makeover: The Proposed Sec. 355 Active Business Regulations in Theory and Practice, Tax Management Memorandum


2006
Tax Management Corporate Separations, 776-3rd


April 17, 2006
Court to Tribune: A Case of Smoke and (Times) Mirror, Tax Management Memorandum Vol. 47, No. 8.


October 2005
Reverse Morris Trust Transactions, M&A Market Analysis


2004
Corporate Bankruptcy, BNA Tax Management Portfolio, #790


May 3, 2004
Whose Attributes Are They, Anyway? Recent Guidance on the Effects Upon Tax Attributes to Debtors Reorganizations, Cancellation of Debt, and Related Transactions, Tax Management Memorandum, Vol. 45, No. 9


March 2004
Of Fallen Angels, Spin-Offs, and Tax Attributes PDF


September 10, 2001
The IRS Steps-Up Construction of a Rule of Reason in Reorganization Step-Transactions, Tax Management Memorandum, Vol. 42, No. 19


September 25, 2000
Curious and Curiouser (or, the Two Faces of the IRS), Tax Management Memorandum, Vol. 41. No. 20


June 21, 1999
I Can See Clearly Now - The Proposed Sec. 355(d) Regulations, Tax Management Memorandum, Vol. 40, No. 13


March 1, 1999
When Business Purpose Worlds Collide, Tax Management Memorandum, Vol. 40, No. 5.


Speaking Engagements

November 6-8, 2012
PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2012 Chicago, Illinois

November 15-17, 2011
PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2011 Chicago, Illinois

March 2, 2011
23rd Annual Tax School, Tax Executives Institute - Houston Chapter Houston, Texas

November 16-18, 2010
PLI’s Tax Strategies for Corporate Acquisitions, Dispositions, Spin-Offs, Joint Ventures, Financings, Reorganizations & Restructurings 2010 Chicago, Illinois

November 12, 2010
One-day Seminar Tax Executives Institute Dallas, Texas

May 20, 2010
Corporate Tax Development, Tax Executives Institute Cleveland, Ohio

January 13, 2010
Executive Roundtable Series: Navigating the Tax Laws Under Current Economic Conditions: What the New Administration Is Doing and What the Future May Hold for Businesses Washington, D.C.

May 28, 2009
Federal Tax Aspects of Debt Restructurings, Federal Bar Association Tax Section, 21st Annual Insurance Tax Seminar Washington, D.C.

April 5, 2009
When Good Loans Go Bad; Tax Issues for Corporations Holding or Owing Troubled Debt, American Bankruptcy Institute Annual Spring Meeting Washington, D.C.

February 5, 2009
Recent Public Transactions and Developments in M&A, Twenty-First Annual Tax Executives Institute Houston, Texas

February 13, 2007
Spin-Offs: Trends and Developments, Nineteenth Annual Tax Executives Institute Houston, Texas

March 14, 2006
Spin-offs: Trends & Developments, 18th Annual TEI Institute, Houston Chapter Houston, Texas

Overview
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Chair, Mergers & Acquisitions Practice at Jones Day

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Partner at Jones Day

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Co-Chair, Employee Benefits & Executive Compensation Practice Group at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Partner at Jones Day

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Associate at Jones Day

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Senior Partner at Jones Day

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Partner at Jones Day

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Candace A. Ridgway
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Career History
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Jones Day (France), a subsidiary of Jones Day LP, is a French company located in Paris. The firm provides legal services.

Political Donations
Transactions
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National Fuel Gas Company issued USD Common Stock

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Milliken & Co purchases Polartec LLC from Versa Capital Management LLC

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Kaiser Aluminum Corp. purchases Imperial Machine & Tool Co. (New Jersey)

Other Affiliations

Candace A. Ridgway is affiliated with Jones Day

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