John Dworkin

OF COUNSEL

John practices in a wide range of corporate tax and structured finance matters, with particular emphasis on Arab Gulf sovereign wealth funds and private-sector investors in U.S. hedge funds, real estate, private equity, venture capital, joint ventures and direct portfolio investments. John’s practice also includes taxation of foreign investment in U.S. real estate and representation of hedge fund and private equity fund executives, handling tax, corporate and banking matters.

Before joining Wohabe Law Offices, he was associated with the law firm of Mayer Brown. He is a graduate of Oberlin College, Tulane Law School and has his LL.M. in Taxation from New York University Law School. He is a Member of the Committee on Taxation of Business Entities of the Bar of the City of New York. He is admitted to practice in New York and Florida.John has over 15 years of New York law firm transactional tax and corporate experience, handling a wide variety of tax matters including representation of sponsors in the formation and structuring of Private Equity, Hedge Funds and Real Estate Funds. Tax representation of issuers and underwriters in connection with public and private securities offerings, handling cross-border and domestic M & A. Substantial international tax counseling and structuring experience (both inbound and outbound) includes Sovereign Wealth Funds, Latin American practice, foreign tax credit planning, Subpart F, PFIC, portfolio interest and withholding tax issues.

Substantial experience in structuring foreign institutional and individual investment in U.S. real estate (FIRPTA) including portfolio interest structures. Substantial experience with private REITs, master limited partnerships, corporate tax matters, corporate financial accounting rules and in a broad range of banking and finance matters, including Structured Finance and Capital Markets, Equipment Finance (Aircraft and Rail), asset-backed commercial paper conduits, Trust Preferred Securities, credit default swaps and other derivatives.Current Member, Committee on Taxation of Business Entities of the Association of the Bar of the City of New York

Panel Member and Speaker at the Association of the Bar of the City of New York CLE on “Hot Topics in Partnership Taxation” focusing on cross-border transactions (November 15, 2010)

John Dworkin – Representative Experience

Representative Transactions Involving Taxation of Foreign Investment in the United States:

• Represented a Gulf-based sovereign wealth fund in the formation of a tax structure for investment in a U.S. real estate fund intended to qualify under the “portfolio interest” exemption from U.S. withholding tax.

• Represented a Gulf-based sovereign wealth fund in the negotiation and structuring of investments in U.S. master limited partnerships (MLPs) and privately-held REITs.

• Represented a Gulf-based sovereign wealth fund in the negotiation and structuring of separately managed accounts intended to invest in a portfolio of U.S. securities.

• Represented Gulf-based investment fund sponsor in the formation of a tax structure for direct portfolio investment in U.S. real estate intended to qualify under the “portfolio interest” exemption from U.S. withholding tax.

• Represented Gulf-based investment fund sponsor in structuring a tax-efficient sale of U.S. real estate held through multiple U.S. blocker corporations.

Representative Asset-Backed Lending Matters:

• Represented multinational financial institution as structuring and syndication agent in a $1.5 billion railcar revolving loan facility secured by railcars and related leases. The lending syndicate was comprised of European and Asian banks. The equity in the deal was funded through a newly-formed investment fund comprised mainly of U.S. and offshore hedge funds.

• Represented multinational financial institution as structuring and syndication agent in a $850 million aircraft revolving loan facility used to finance aircraft leased to U.S. and international lessees and pre-delivery financing payments to aircraft manufacturers. The lending syndicate was comprised of European and Asian banks.

• Represented sponsor of IPO/securitization (loan facility and aircraft lease-backed securitization notes under Rule 144A/Reg. S).

• Represented a multinational chemical company in a $650 million trade receivables conduit financing facility provided by a U.S. bank. This single-seller financing involved a “two-step” true-sale transaction.