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About Dennis Caracristi

Dennis advises on a variety of US tax matters in the United States, Europe and Asia, particularly on issues relating to M&A, cross-border transactions and financial products.

He focuses on M&As, public and private offerings of stock, debt and other financial products, spinoffs and demergers, structured derivatives, collateralized loan obligations (CLOs), securitizations, conventional and synthetic financings, and specialized tax advisory and structuring matters.

He also has extensive experience with both public and private transactions in the US, European and Asian markets.

Clients include multinational banking groups, underwriters, public companies, private equity and hedge funds, and CLO issuers.

Recent work

  • Pearson plc on the sale of its international Online Program Management business, Pearson Online Learning Services, to an affiliate of Regent LP.
  • Molekule Group on its all-stock merger with Aura Smart Air.
  • Stagwell on its $108 million debut secondary offering.
  • Oracle on its SEC-registered offering of $5.25 billion aggregate principal amount of senior notes.
  • AeroClean Technologies, Inc in connection with its all-stock merger with Molekule, Inc.
  • Advising ams OSRAM on the sale of its Digital Systems business in North America to Acuity. 
  • Advising CVC Capital Partners on its $1.37bn acquisition of Ontic, a leading provider of OEM-licensed parts for legacy aerospace platforms, from BBA Aviation plc.
  • Advising Paine Schwartz Partners and its portfolio companies in connection with a series of purchases of agricultural businesses and related property with a value in excess of $1bn.
  • Advising Unimin Corporation, a wholly owned subsidiary of Sibelco, on its $1.7bn merger with Fairmount Santrol, a leading provider of high-performance silica sand and the listing of the combined company, Covia Holdings, on the New York stock exchange.
  • Advising Formula One Group (F1), together with its shareholders including CVC Capital Partners, on the $8bn sale of F1 to Liberty Media Corporation.
  • Advising MSD Capital on its significant investment in the $4bn buyout of the UFC Mixed Martial Arts promotion, joining WME-IMG, KKR and Silver Lake.
  • Advising AB InBev on its £78.4bn acquisition of SABMiller. Read more about the deal in our case study.
  • Representing Cheung Kong Holdings on its tender offer for Hutchison Whampoa for $24bn, its subsequent spinoff of CK Hutchison Property Holdings on the Hong Kong stock exchange and related internal restructurings.
  • Representing the Toyota Motor group on its international financing programme.



  • L.L.M, taxation, New York University School of Law
  • J.D., magna cum laude, Hofstra University School of Law
  • B.A., politics, economics and society, SUNY Old Westbury

Bar Admission

  • New York State