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Andrew Carlon

Senior Attorney, Tax

Andrew Carlon is a senior attorney in Cravath’s Tax Department. His practice focuses on advising clients of the tax aspects of mergers and acquisitions and other corporate transactions. Mr. Carlon’s clients have included AerCap, Alliant Techsystems, Archer Daniels Midland, Barnes & Noble, Delta Air Lines, Disney, IBM, Integrys Energy, The Jones Group, Jose Cuervo, Lender Processing Services, Starbucks, Temasek and White Mountains Insurance.

Mr. Carlon’s recent transactions include representing:

  • AerCap in its $7.6 billion acquisition of International Lease Finance from AIG;
  • Alliant Techsystems in its spin‑off of its Sporting Group to its shareholders and merger of its Aerospace and Defense Groups with Orbital Sciences through a tax‑free Morris Trust merger of equals, and in its $985 million acquisition of Bushnell Group;
  • Archer Daniels Midland Company in its proposed recommended $3.5 billion bid for GrainCorp;
  • Ashland in the tax-free separation of its Valvoline business;
  • Barnes & Noble in its spin‑off of Barnes & Noble Education, the parent of Barnes & Noble College, and its acquisition of Microsoft’s preferred interest in NOOK Media;
  • Delta Air Lines in its acquisition of 49% of Virgin Atlantic from Singapore Airlines and in Delta’s related trans‑Atlantic joint venture with Virgin;
  • Disney in its $85 billion acquisition of 21st Century Fox;
  • Genpact in a $1 billion investment by Bain Capital and its $550 million acquisition of Headstrong;
  • Grupo Villar Mir and its subsidiary Grupo FerroAtlántica in its combination with Globe Specialty Metals;
  • H.J. Heinz and 3G Capital in Heinz’s $60 billion merger with Kraft Foods Group to form The Kraft Heinz Company;
  • Honeywell in its $300 million sale of Honeywell Technology Solutions to KBR, the spin‑off of its Resins and Chemicals business into a new independent public company, AdvanSix, and its $90 billion proposal to acquire United Technologies;
  • IBM in several acquisitions and dispositions, including its acquisition of The Now Factory and the $2.3 billion sale of its x86 server business to Lenovo;
  • Integrys Energy in its $9.1 billion tax‑free acquisition by Wisconsin Energy;
  • Johnson & Johnson in its $19.7 billion acquisition of Synthes;
  • Jose Cuervo in its pending $205 million acquisition of Pendleton Whisky brands;
  • The Jones Group in its $2.2 billion sale to Sycamore Partners;
  • Lender Processing Services in its $4.3 billion sale to Fidelity National Financial;
  • The transaction committee of the board of directors of Norwegian Cruise Line in its $3.025 billion acquisition of Prestige Cruises International;
  • Pitney Bowes in its $475 million acquisition of Newgistics;
  • Starbucks in its commercial arrangement with Oprah Winfrey and its investment in Square, Inc.;
  • Starwood Hotels in its $13.3 billion sale to Marriott International;
  • Temasek in its investment in Virtu Financial; and
  • White Mountains Insurance in its majority investment in TRANZACT for a purchase price of $178 million.

Mr. Carlon was born in Washington, D.C. He received a B.S.F.S. magna cum laude from Georgetown University in 2003 and a J.D. from the University of Virginia School of Law in 2007, where he was an articles editor of the Law Review and was elected to the Order of the Coif. At Virginia, he was also awarded the Roger and Madeleine Traynor Prize and the Robert E. Goldsten Award for Distinction in the Classroom. Following graduation, Mr. Carlon served as a law clerk to Hon. Milan D. Smith, Jr. of the United States Court of Appeals for the Ninth Circuit in El Segundo, California. He joined Cravath in 2008 and was elected a senior attorney in 2014.

Mr. Carlon may be reached by phone at +1‑212‑474‑1344 or by email at

Mr. Carlon is admitted only in New York.

+1 (212) 474-1344
+1 (212) 474-3700