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We have a wealth of experience helping clients successfully execute spin-offs, split-offs, carve-outs and carve-out IPOs and Reverse Morris Trust transactions. 
Deep Practical Advice
We offer our clients extensive experience in navigating the legal, tax, financing, governance and other challenges that are presented by these complex transactions. 

We have advised on many of the most noteworthy spin-offs of recent years, including:

  • The ODP Corporation in its announced plan to spin off its Business-to-Business (B2B) solutions provider into an independent, publicly traded company (2021)

  • Dell Technologies Inc. in the spin-off its 81% equity ownership interest in VMware, Inc. (2021)

  • Special Committee of the Board of Directors of SunPower Corporation in the spin-off of SunPower and Maxeon Solar Technologies into two independent publicly traded companies (2020)

  • La Quinta Holdings Inc. in the spin-off of its real estate business into a new independent publicly traded company called CorePoint Lodging Inc. (2018)

  • Dover Corporation in the spin-off of its upstream oil and gas business into a new independent publicly traded company called Apergy Corporation (2018) 

  • Hilton Worldwide Holdings Inc. on the spin-offs of the bulk of its real estate business, Park Hotels & Resorts Inc., as a publicly traded real estate investment trust (REIT), and of its timeshare business, Hilton Grand Vacations Inc., as a separate publicly traded company (2017)

  • Blackstone in the spin-off of its financial advisory and Park Hill fund placement businesses (which were combined with PJT Partners as part of the transaction) (2015)

  • PPL Corporation in its Reverse Morris Trust transaction with Riverstone Holdings to combine their merchant power generation businesses into a stand-alone, publicly listed independent power producer called Talen Energy Corporation (2015)

  • Exelis Inc. in the spin-off of Vectrus, Inc., its military and government services business (2014)

  • Ingersoll-Rand plc in the spin-off of Allegion plc, its commercial and residential security businesses (2013)

  • SAIC, Inc. in the spin-off of SAIC Gemini, Inc., its technical, engineering and enterprise information technology services business (2013)

  • ARAMARK Corporation in its spin-off of Seamless North America, LLC (2012)

  • Sears Holdings Corporation in the spin-off of Sears Canada Inc. (2012)

  • Tyco International Ltd in the spin-offs of The ADT Corporation, its North American residential security business and Tyco Flow Control International Ltd., its flow control and fire safety businesses (2012)

  • Tyco International Ltd in the Reverse Morris Trust transaction involving Tyco Flow Control and Pentair (2012)

  • ITT Corporation in the spin-offs of Exelis Inc., ITT’s Defense & Information Solutions segment and Xylem Inc., ITT’s water-related businesses (2011)

Our spin-off clients receive seamless, integrated service from our market leading M&A, Capital Markets, Tax and Executive Compensation and Employee Benefits practices, enabling them to undertake these complex and multi-faceted transactions with confidence.

    News & Events



        Spotlight on
        Internal Revenue Service Changes Course in Proposed Regulations Regarding Active Trade or Business Requirement and Device Prohibition in Spinoffs
        Spotlight on
        Internal Revenue Service Announces Changes to Ruling Policy and New Safe Harbors for Spinoffs