Pardis Zomorodi advises US and international public and private companies, including REITs, private equity firms, and investment banks, on tax aspects of complex transactions, including mergers and acquisitions, spin-offs, and joint ventures.

Pardis regularly counsels clients on structuring taxable and tax-free mergers, acquisitions, dispositions, and spin-offs. She draws on considerable experience advising private equity firms, entertainment companies, and strategic buyers and sellers in public and private transactions.

Pardis often advises REITs on the tax aspects of formation transactions, mergers and acquisitions, securities offerings, and ongoing operational matters. She has also helped clients obtain private letter rulings from the IRS on a number of tax matters.

Pardis formerly served as Deputy Office Managing Partner of the firm's Century City and Los Angeles offices.

Mergers & Acquisitions and Capital Markets

Pardis' recent representative M&A and capital markets transactions include advising:

  • Lineage, Inc. in its US$4.4 billion initial public offering of common stock listed on Nasdaq—the largest initial public offering by a REIT
  • Skydance Media in its US$28 billion merger with Paramount to form “New Paramount,” a next-generation media and technology company
  • Silver Lake in its lead participation, along with DigitalBridge, in an investment in Vantage Data Centers, a leading global provider of hyperscale data center campuses
  • Healthpeak Properties in its US$21 billion merger with Physicians Realty Trust, a self-managed health care real estate company
  • Ares Management in its US$175 million acquisition of Crescent Point Capital, a Singapore-based private equity firm
  • Harley-Davidson in the US$1.77 billion business combination between its electric motorcycle division, LiveWire, and AEA-Bridges Impact Corp., a special purpose acquisition company
  • Extra Space Storage in its US$12.4 billion acquisition of Life Storage, a self-administered and self-managed equity REIT that is in the business of acquiring and managing self-storage facilities
  • INDUS Realty Trust in its US$868 million sale to Centerbridge Partners and GIC Real Estate
  • Virgin Galactic in its merger with Social Capital Hedosophia, creating the first publicly-traded commercial human spaceflight company
  • Entercom in its US$3 billion merger with CBS Radio
  • Ares Capital Corporation in its US$3.4 billion acquisition of American Capital
  • Legendary Entertainment, a US-based film and television production company, in its US$3.5 billion majority stake sale to Dalian Wanda Group
  • Participant Media in its joint venture with DreamWorks Studios, Reliance Entertainment, and Entertainment One to form Amblin Partners, a new film, television, and digital content creation company

REITs

Her REIT clients, including as underwriter’s counsel, consist of:

  • Lineage, Inc.
  • Healthpeak Properties, Inc.
  • Rexford Industrial Realty, Inc.
  • Sunstone Hotel Investors, Inc.
  • Extra Space Storage Inc.
  • Summit Hotel Properties
  • Douglas Emmett, Inc.

Spin-off Transactions

Pardis has also represented multiple clients in spinning-off business segments and divisions to create stand-alone, independent publicly listed companies, including:

  • Howard Hughes Holdings in its tax-free spin-off of its Seaport Entertainment division into a separate public company 
  • Colfax Corporation in its tax-free spin-off of its fabrication technology and specialty medical technology businesses into two differentiated, independent, and publicly-traded companies
  • Worthington Industries in its tax-free spin-off of the company’s steel processing business into a new public company
  • Ligand Pharmaceuticals in the tax-free distribution of its OmniAb antibody discovery business and the subsequent business combination with Avista Public Acquisition Corp. II, resulting in OmniAb, Inc. becoming an independent publicly traded company
  • Delphi Automotive in its tax-free spin-off of the Powertrain Systems segment to its shareholders
  • Exterran Holdings, Inc. in its tax-free spin-off of its international services and global fabrication businesses, a publicly traded company, to its shareholders 

Bar Qualification

  • California
  • Illinois

Education

  • LLM, New York University School of Law, 1999
  • JD, University of Florida, Fredric G. Levin College of Law, 1997
    Dean's List
  • BA, University of Florida, 1994
    Dean's List

Practices