Thomas P. Conaghan is a partner in the law firm of McDermott Will & Emery and is based in the Firm’s Washington, D.C., office. Tom represents both publicly held and closely held businesses, underwriters and other sources of capital, corporate boards and board committees and corporate executives. He advises both U.S. and foreign-based public companies on issues relating to public and private offerings of securities, disclosure, periodic reporting, corporate governance, executive compensation, the rules of the New York Stock Exchange and the Nasdaq Stock Market and compliance with the Sarbanes-Oxley Act of 2002.
Tom has represented public companies (including foreign issuers) in initial public offerings of both equity and debt securities, follow-on public offerings, the establishment of medium-term note programs, structured debt offerings, Rule 144A private placements and registered exchange offers, rights offerings and offshore offerings under Regulation S. Tom has also represented underwriters of equity public offerings. Tom practiced in the London office of a large U.S. law firm from 1998 to 2000, where he represented European issuers in both registered and non-registered offerings of securities in the U.S.
Tom also represents buyers and sellers in merger and acquisition transactions, including cross-border business combinations, going private transactions, stock sales and purchases and asset sales and purchases. Most recently, Tom represented Fila Korea and Mirae Asset Private Equity in the $1.225 billion acquisition of Acushnet Company from Fortune Brands, Inc. The transaction was named “Consumer M&A Deal of the Year” by M&A Advisor magazine and “Korea Deal of the Year” by FinanceAsia magazine.
Tom also is experienced in large-scale global corporate restructurings, having advised Tyco International Ltd., a U.S.-based multinational holding company on several internal restructurings, on several restructuring transactions associated with Tyco’s spinoffs of Covidien and Tyco Electronics and the partial sale of Tyco’s Electrical and Metal Products business.
Tom also has advised several real estate investment trusts (REITs) on their initial public offerings, ongoing securities compliance and ultimate sale.
Tom is the co-author of the 2004 edition of “An Insider’s Guide to Going Public – A Guide to Initial Public Offerings and Life as a Public Company” and the 2011, 2010 and 2007 editions of “The Public Company Primer – A Practical Guide to Going Public, Raising Capital and Life as a Public Company,” all published by R.R. Donnelley.
Tom is admitted to practice in the District of Columbia and Maryland, and is qualified to practice in England and Wales.
Representative Experience
Securities Offerings
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Representation of Merge Healthcare (Nasdaq: MRGE) in an aggregate of $252 million Rule 144A private placements and SEC-registered exchange offers for senior guaranteed notes.
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Representation of Lehman Brothers in Rule 144A resale of distressed bonds with an aggregate principal amount of approximately $360 million.
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Representation of Lehman Brothers in Rule 144A resale of distressed bonds with an aggregate principal amount of approximately $140 million.
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Representation of The Bank of New York (NYSE: BK) in the establishment of its $500 million global medium-term note program
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Representation of American Standard Companies (NYSE: ASD), in its $200 million Rule 144A private placement of senior guaranteed notes followed by SEC-registered exchange offer
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Representation of Waste Services Inc. (Nasdaq: WSII) in a $50 million PIPE transaction
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Representation of Dutch banking group, Rabobank NV, in the establishment of its $500 million U.S. medium-term note program and in structured debt offerings under such program
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Representation of UGI Utilities, Inc. (NYSE: UGI), a public utility company, in the establishment of its $125 million medium-term note program.
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Representation of AmeriGas Propane (NYSE: APU), a global propane company, in a $100 million underwritten public offering of limited partnership units
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Representation of AmeriGas Propane (NYSE: APU), a global propane company, in a $32 million underwritten public offering of senior notes
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Representation of Pearson plc (LSE/NYSE: PSO), a FTSE-100 English media company, in its $2.6 billion global rights offering, initial U.S. public offering and NYSE listing in connection with its $2.5 billion acquisition of National Computer Systems (Nasdaq: NCS), an educational testing company
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Representation of Pearson plc (LSE/NYSE: PSO), a FTSE-100 English media company in its $500 million private placement of senior notes in a global offering under Rule 144A and Regulation S
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Representation of Pilkington plc (LSE: PILK), a FTSE-100 English glass manufacturer, in its $250 million private placement of senior guaranteed notes to institutions in the U.S. under Rule 144A
Mergers and Acquisitions
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Representation of Fila Korea, a global sports apparel and footwear company, and Mirae Asset Private Equity, Korea’s largest private equity firm, in the $1.225 billion acquisition of Acushnet Company, the leading golf equipment company (Titleist golf balls and clubs and Footjoy golf shoes and gloves) from Fortune Brands, Inc. (NYSE: FO)
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Representation of Merge Healthcare (Nasdaq: MRGE) in a Section 3(a)(10) exempt (California fairness hearing) $30 million stock-for-stock acquisition of Ophthalmic Imaging Solutions, Inc. (Nasdaq: OIS).
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Representation of international alcohol beverage company in its $20 million acquisition of a vodka brand
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Representation of Absolut Spirits in its $200 million acquisition of Cruzan Rum (Nasdaq: RUM)
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Representation of owners of Haband, a specialty apparel catalog company, in the sale of the company to private equity firm, Golden Gate Capital
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Representation of Excel Switching Corp., a privately-held provider of communications hardware, in its $175 million acquisition of Brooktrout, Inc. (Nasdaq: BRKT)
REIT Experience
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Representation of AG Mortgage Investment Trust, Inc. (NYSE: MITT), a mortgage REIT externally managed by Angelo Gordon & Co., in its $200 million initial public offering and concurrent private placement as well as its $100 million follow-on equity offering.
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Representation of Care Investment Trust, Inc. (NYSE: CRE), a hybrid REIT externally managed by CIT, in its sale to Tiptree Financial Partners by way of simultaneous self tender offer and issuance of controlling stake to Tiptree Financial
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Representation of Friedman Billings Ramsey as lead underwriter in the $135 million initial public offering of New York Mortgage Trust (NYSE: NYMT), a mortgage banking REIT
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Representation of First Potomac Realty Trust (NYSE: FPO), an industrial and office real estate investment trust, in its $130 million initial public offering.
Education
- University of Notre Dame Law School, J.D. (cum laude), 1995
- University of Notre Dame, B.A., 1992
