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Overview
Lucas Rachuba is a partner in the Tax practice based in the San Francisco and Century City offices. Lucas focuses on private equity and public company M&A, credit funds, hedge funds, venture capital and real estate transactions. His clients include private equity firms, portfolio companies, public companies and stand-alone fund clients. He works with private equity principals, boards of directors and members of senior management. He also advises on various topics related to transaction and fund structuring, including on international issues, taxation of carried interests, QSBS and tax elements of compensation structuring.
Education
- J.D., Harvard Law School, 1999, Magna Cum Laude
- A.B., Dartmouth College, 1996, Summa Cum Laude
Representations
Lucas' recent client successes include advising:
- A New York-based private equity fund on its acquisition of an Australian mortgage business.
- A San Francisco-based private equity fund on the recapitalization and IPO of its portfolio company.
- A Los-Angeles based private equity fund on multiple international acquisitions.
- Los Angeles and New York-based publicly-traded partnerships on converting to corporations post-2017 tax reform.
- Various private equity and hedge fund professionals on solutions to the new “three-year carry” capital gain rules.
- A Los Angeles-based credit fund manager on the tax implications of setting up a Japanese KK subadvisor.
- Various industry professionals on self-employment tax strategies.
- An energy fund on Latin American power purchase agreement investments.
- A Singapore sovereign wealth fund on investments in loan origination and life settlement platforms.
- A sovereign wealth fund on the implications of 2017 tax reform for its MNC investee companies, such as airlines and telecoms.
- A U.S. credit fund on airplane leasing transactions in Ireland.
- Clients on the U.S. tax aspects of structuring an India-focused VC/PE fund.
- A U.S. hedge fund on a restructuring of an Atlanta-based real estate investment.
- A U.S. credit fund on setting up an Irish treaty platform for its direct lending investments.
- A Canadian sovereign wealth fund on an acquisition of multiple U.S. partnerships and corporations from a San Francisco private equity fund.
- A Hong Kong-based asset manager on U.S. tax deferral techniques/platforms.
- A credit fund on the acquisition of multiple blocker entities from a U.S. private equity fund.
- Clients on the availability of foreign tax credits for a withholding tax imposed on a series of VC funds selling an India investment to a multinational retailer.
- A hedge fund on the acquisition of Latin American receivables.
- A Middle Eastern sovereign fund on investment in a Brazil clean energy platform.
- Lenders in ZIPS Car Wash Chapter 11 Restructuring Exit - May 8, 2025.
- BKM Capital Partners in Forming $1.5 Billion Real Estate Platform With Kayne Anderson Real Estate - May 7, 2025.
- Amentum in Agreement to Divest Rapid Solutions Product Business to Lockheed Martin - April 23, 2025.
- Organovo Holdings in Sale of FXR Program to Eli Lilly - March 26, 2025.
- Vantage Discovery in Sale to Shopify - March 21, 2025.
- 908 Devices in Sale of Bioprocessing PAT Device Portfolio to Repligen Corporation - March 4, 2025.
- Artemis Real Estate Partners on Sale to Barings - February 18, 2025.
- CaseWorthy on Eccovia Acquisition - February 13, 2025.
- Fisher Investments in $3 Billion Strategic Investment by Advent International and ADIA - January 7, 2025.
- CAI on the Acquisition of Parsable, Inc. - September 27, 2024.
- Semnur Pharmaceuticals, Inc. in $2.5 Billion SPAC Merger Agreement with Denali Capital Acquisition Corp. - September 3, 2024.
- Marubeni Corporation on Strategic Investment in Wheels, Partnering with Apollo Funds - July 29, 2024.
- Varicent and Great Hill Partners on Strategic Investment from Warburg Pincus, Great Hill Partners, and Spectrum Equity - July 18, 2024.
- Hanwha in Acquisition of Philly Shipyard - June 24, 2024.
- Goldman Sachs in Thoma Bravo’s $5.3 Billion Acquisition of Darktrace - April 30, 2024.
- Morgan Stanley, J.P. Morgan, Rabo Securities and the Other Underwriters in AGCO Corporation’s Inaugural $1.1 Billion Senior Notes Offering - March 26, 2024.
- Equilend in Sale to WCAS - January 23, 2024.
- Underwriters on Chesapeake Utilities Corporation’s Common Stock Offering - November 15, 2023.
- Lenders in Connection with Legends’ Acquisition of ASM Global - November 7, 2023.
- Spearmint Energy on $92 Million Tax Equity Financing for Battery Energy Storage Project in ERCOT - October 20, 2023.
- Underwriters on ONEOK’s $5.25 Billion Senior Notes Offering - August 14, 2023.
- Symphony Technology Group in $1.4 Billion Take-Private of Avid Technology - August 9, 2023.
- Vance Street Capital Management and Micronics Engineered Filtration Group in Acquisition of AFT - July 28, 2023.
- Freedom Acquisition I Corp. in Business Combination with Complete Solaria - July 19, 2023.
- Symphony Technology Group in Acquisition of Wrike - July 12, 2023.
- Quotient Technology, Inc. in $430 Million Business Combination with Neptune Retail Solutions - June 22, 2023.
- Symphony Technology Group in $1.5 Billion Acquisition of Momentive Global - June 2, 2023.
- Vector Capital in Acquisition of Riverbed Technology - May 30, 2023.
- Sisecam Chemical Resources LLC in Acquisition of Sisecam Resources LP - May 26, 2023.
- Oakley Capital Portfolio Company vLex in Acquisition of Fastcase - April 12, 2023.
- PartnersAdmin LLC in Sale to TMF Group - March 27, 2023.
- Symphony Technology Group in $1.5 Billion Acquisition of Momentive Global - March 14, 2023.
- Jaguar Global Growth Corporation I in Business Combination with GLAAM - March 3, 2023.
- Clarion Capital in Majority Stake Acquisition of Vin Di Bona Productions - January 20, 2023.
- IEQ Capital in a Growth Investment from Stone Point Capital LLC - January 19, 2023.
- Vector Capital in Sale of MarkLogic to Progress - January 3, 2023.
- Underscore Talent in Sale of Majority Stake to TheSoul Publishing - December 13, 2022.
- HyperloopTT in Business Combination with Forest Road Acquisition Corporation II - November 28, 2022.
- Oak Hill Advisors in One of Largest-Ever Private U.S. Conservation-Focused Forest Investments - November 2, 2022.
- Prize in Business Combination with Rose Hill Acquisition Corporation - October 20, 2022.
- Digital Transformation Opportunities Corp. in its merger with American Oncology Network – October 5, 2022.
- Vector Capital and its portfolio company Planful in its acquisition of Plannuh – September 12, 2022.
- The Riverside Company in its acquisition of Siffron – September 12, 2022.
- FiscalNote in its $1.3 Billion Business Combination and Becoming a Publicly Traded Company - July 29, 2022.
- Nomi Health in the acquisition of Everyone Health and Sano Surgery – July 22, 2022.
- Orchestra BioMed in Merger with Health Sciences Acquisitions Corporation 2, Strategic Collaboration and Closing of Series D Financing - July 5, 2022.
- The special committee of the Board of Directors in the sale of US Well Services to ProFrac – June 30, 2022.
- Guggenheim Partners in a Series B2 round in Acrisure – May 30, 2022.
- Symphony Technology Group and its portfolio company Onclusive in its acquisition of Critical Mention – May 26, 2022.
- Canopy Growth in the acquisition of Jetty – May 17, 2022.
- Brex in the acquisition of Pry Financials – April 18, 2022.
- Guggenheim Investment Management in a Series B funding round in OnCorps – March 20, 2022.
- Vector Capital and its portfolio company MoxiWorks in the acquisition of ActivePipe – February 21, 2022.
- Symphony Technology Group in the sale of eProductivity Software from Electronics for Imaging – January 10, 2022.
- Symphony Technology Group and Dodge Construction Network in a sale of a portion of STG investment in Dodge to Clearlake Partners and an additional investment by Clearlake into Dodge – January 4, 2022.
- Guggenheim Partners in an investment in Wire 3 – December 6, 2021.
- Vector Capital and MarkLogic in the acquisition of Smartlogic – November 22, 2021.
- Guggenheim Partners in its investment in Kitman Labs – November 3, 2021.
- Oak Hill Advisors in its joint venture with Bluesource (seller of carbon credits) to acquire $500 million of woodlands to generate carbon offset credits – October 20, 2021.
- Vector Capital in the combination of CM Group with Insight Capital’s Cheetah Digital – October 20, 2021.
- Canopy Growth in the acquisition of Wana Brands – October 13, 2021.
- Vector Capital and its portfolio company Mood Media in its acquisition of PlayNetwork from Octave Group – September 20, 2021.
- Francisco Partners in its majority investment in and RugsUSA and acquisition of a stake in RugsUSA from Comvest Partners – September 9, 2021.
- L2 Point and Morgan Stanley Private Credit in a $60 million investment in Revolution Foods – September 7, 2021.
- HIG Capital in the acquisition of Jackson Paper Manufacturing – August 31, 2021.
- FiscalNote in its acquisition of Predata – August 17, 2021.
- Brex in its acquisition of Weav – August 16, 2021.
- Francisco Partners in its and Accel-KKR’s $550 million investment in Vendavo – August 3, 2021.
- Symphony Technology Group in its sale of Connexity to Taboola – July 22, 2021.
- Symphony Technology Group and Winshuttle in its acquisition by Clearlake and Precisely – June 13, 2021.
- Symphony Technology Group in the $1.2 billion acquisition of FireEye's products business – June 1, 2021.
- Symphony Technology Group and its portfolio company Escalent in the acquisition of Grail Insights from NewQuest Capital Partners – May 31, 2021.
- Symphony Technology Group in its agreement to sell SPH Analytics to Press Ganey – May 25, 2021.
- Symphony Technology Group-backed Cadmium CD in the acquisition of CommPartners – March 22, 2021.
- Symphony Technology Group in its $4 billion acquisition of the Enterprise business of McAfee - March 7, 2021.
News
- Paul Hastings Advises Lenders in ZIPS Car Wash Chapter 11 Restructuring Exit - May 8th, 2025
- Paul Hastings Advises BKM Capital Partners in Forming $1.5 Billion Real Estate Platform With Kayne Anderson Real Estate - May 7th, 2025
- Paul Hastings Advises Amentum in Agreement to Divest Rapid Solutions Product Business to Lockheed Martin - April 23rd, 2025
- Paul Hastings Advises Organovo Holdings in Sale of FXR Program to Eli Lilly - March 26th, 2025
- Paul Hastings Advises Vantage Discovery in Sale to Shopify - March 21st, 2025
- Paul Hastings Advises 908 Devices in Sale of Bioprocessing PAT Device Portfolio to Repligen Corporation - March 4th, 2025
- Paul Hastings Advises Artemis Real Estate Partners on Sale to Barings - February 18th, 2025
- Paul Hastings Advises CaseWorthy on Eccovia Acquisition - February 13th, 2025
- Paul Hastings Advised Fisher Investments in $3 Billion Strategic Investment by Advent International and ADIA - January 7th, 2025
- Paul Hastings Advised CAI on the Acquisition of Parsable, Inc. - September 27th, 2024
- Paul Hastings Advised Semnur Pharmaceuticals, Inc. in $2.5 Billion SPAC Merger Agreement with Denali Capital Acquisition Corp. - September 3rd, 2024
- Paul Hastings Advised Marubeni Corporation on Strategic Investment in Wheels, Partnering with Apollo Funds - July 29th, 2024
- Paul Hastings Advised Varicent and Great Hill Partners on Strategic Investment from Warburg Pincus, Great Hill Partners, and Spectrum Equity - July 18th, 2024
- Paul Hastings Advises Hanwha in Acquisition of Philly Shipyard - June 24th, 2024
- Paul Hastings Advised Goldman Sachs in Thoma Bravo’s $5.3 Billion Acquisition of Darktrace - April 30th, 2024
- Paul Hastings Advised Morgan Stanley, J.P. Morgan, Rabo Securities and the Other Underwriters in AGCO Corporation’s Inaugural $1.1 Billion Senior Notes Offering - March 26th, 2024
- Paul Hastings Advises Equilend in Sale to WCAS - January 23rd, 2024
- Paul Hastings Advises Underwriters on Chesapeake Utilities Corporation’s Common Stock Offering - November 15th, 2023
- Paul Hastings Advised Lenders in Connection with Legends’ Acquisition of ASM Global - November 7th, 2023
- Paul Hastings Advised Spearmint Energy on $92 Million Tax Equity Financing for Battery Energy Storage Project in ERCOT - October 20th, 2023
Insights
- Treasury Issues New Guidance Affecting Sovereign Wealth Funds, Qualified Foreign Pension Funds, and Domestically Controlled REITs and RICs - January 9th, 2023
- U.S. Senate Passes Inflation Reduction Act - August 10th, 2022
- Proposed Legislation Threatens to Upend Carried Interest Rules - August 2nd, 2022
Engagement & Publications
- Speaker on UBTI issues, Stanford Management Company annual legal counsel conference, Palo Alto
- Speaker, Wells Fargo Tax Reform panel for hedge funds, San Francisco
- Speaker, BofA Merrill Lynch hedge fund tax roundtable, San Francisco
- Speaker, PEI Private Equity Conference, San Francisco
- Speaker, American Bar Association Tax Committee meeting, San Francisco
- Speaker, EY Alternative Funds Symposia, San Francisco and Los Angeles
- Speaker, EY International Tax Conferences, New York and Singapore