Overview

Kathleen E. "Katie" Gerber focuses her practice on corporate, partnership and cross-border tax matters. She has significant expertise regarding the tax aspects of both taxable and tax-free mergers and acquisitions, partnership allocations, S corporations, publicly traded partnerships, financial instruments, debt restructurings, foreign tax credit, income tax treaties and FBAR compliance. Ms. Gerber has extensive experience negotiating and drafting tax provisions in a variety of transactional documents including operating agreements for limited liability companies, asset sale agreements, stock purchase agreements, merger agreements, credit agreements and disclosure documents in connection with both public and private stock and debt offerings. She also has experience with private equity fund formation and investment vehicles with a "social enterprise" or "impact investment" based focus.

Ms. Gerber also advises nonprofit clients, including public charities, family and company foundations, social welfare organizations, Section 527 organizations and social clubs. Her areas of expertise in the nonprofit sector include formation and corporate governance matters, applying for and maintaining tax-exemption, minimizing unrelated business taxable income, avoiding excess benefit transactions, supporting organizations, domestic and international grant-making, program-related investments, fiscal sponsorship arrangements, structuring joint-ventures with for-profit entities and the federal tax rules governing private foundations.

Representative Experience

  • Represented Suburban Propane Partners, LP in their $1.8 billion purchase of Inergy, LP's retail propane operations and related public equity and debt offerings
  • Represented underwriter in multiple high-yield debt offerings for emerging companies in the energy sector
  • Represented the investment authority of a foreign government in its $600 million investment in a portfolio of hotel properties managed by a major investment firm
  • Represented Accor, S.A. in its $1.9 billion sale of Motel 6 to The Blackstone Group
  • Represented Bed, Bath and Beyond in its $105 million acquisition of Linens Holdings LLC
  • Represented Ascena Retail Group in its 2010 internal reorganization and spin-off of Tween Brands and Maurices
  • Represented a major real estate developer in the IRS audit of a $26 million conservation easement charitable deduction
  • Represented a major utility company in a $950 million financing transaction and provided advice on tax issues related to financially distressed subsidiaries in the consolidated group context
  • Provided ongoing counsel to a global asset management firm on a variety of international tax matters, including the tax-free restructuring of its U.K. and Luxembourg operations to increase the availability of foreign tax credits

Credentials

Education
  • Temple University School of Law, J.D., magna cum laude
  • New York University School of Law, LL.M.
  • Temple University College of Liberal Arts, B.A., summa cum laude
Bar Admissions/Licenses
  • California
  • New York
  • Texas
Memberships
  • American Bar Association
  • California State Bar Association
  • National Association of Professional Women
  • State Bar of Texas Tax Section; Vice Chair, Tax-Exempt Organizations Committee, 2017-2018
Honors & Awards
  • Rising Star, Texas Super Lawyers magazine, 2017-2021

Publications

Speaking Engagements