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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Ryan D. Thomas

Member

Nashville
(615) 742-7765 TEL
(615) 742-2778 FAX

Ryan D. Thomas

Member

Nashville
(615) 742-7765 TEL
(615) 742-2778 FAX
Nashville
(615) 742-7765 TEL
(615) 742-2778 FAX

As mergers and acquisitions (M&A) and securities counsel to numerous national companies and private equity firms, Ryan Thomas has closed more than $50 billion in M&A transactions, and more than $60 billion in overall transactions, including both the largest domestic LBO, and the largest private equity-backed IPO at the time. Ryan's practice focuses on public and private companies within the healthcare, media, retail, government services, life sciences and technology industries, among others. Ryan also advises management, boards and special committees on shareholder activism, corporate governance and public company disclosure matters. 

Ryan has been recognized by The M&A Advisor on multiple occasions, including receiving the "M&A Deal of the Year" award in the $50 million to $100 million category as part of his work on behalf of Luminex Corporation (NASDAQ: LMNX) and being named an "M&A Deal of the Year" finalist in the over $1 billion category as a part of his work on behalf of Engility, Inc. (NYSE: EGL) in connection with its merger with TASC, Inc., a KKR and General Atlantic portfolio company.  Ryan is active in the leadership of the ABA's M&A Committee, including as the editor of the Deal Points publication, and has been extensively published on M&A matters in leading periodicals such as The Business Lawyer, The Corporate Board and Executive Counsel. Ryan has also been quoted by numerous national news outlets on high profile deals and related M&A issues, including in published articles by Marketwatch.com, Los Angeles Times, TheStreet.com, GlobeSt.com, Associate Press, Bloomberg News and others. 

Ryan's practice involves:

  • Mergers and Acquisitions; Private Equity – Advising public and private companies and private equity firms on a broad range of strategic and private equity transaction structures, including mergers, tender offers, going private and leveraged buyout transactions and other recapitalizations. Ryan represents several private equity firms and their platform companies in their M&A and financing activities. Ryan focuses on middle market M&A transactions in amounts between $25 million and $500 million or greater. Ryan's healthcare transactional experience spans a broad spectrum of the healthcare industry, including extensive experience in HIT, physician management, dermatology, behavioral, managed care, specialty pharmacy and life sciences spaces, among others.
  • Securities Transactions; Venture Capital – Advising on initial and secondary public offerings, strategic-led private placements and a broad range of public securities transactions. Ryan also has extensive experience representing issuers and venture capital firms in private placements of equity and debt securities, including multiple individual venture capital transactions exceeding $50 million.
  • International Transactions – Advising on complex, international and multi-jurisdictional transactions, including targets and buyers based in North America, South America, Europe, Asia and Australia.
  • Corporate Governance and Public Company Disclosures – Advising on general corporate and governance matters, including board advisement, fiduciary duties, corporate governance "best practices," takeover defense, proxy fights and activist shareholders, securities law compliance and public company disclosure. 
  • Joint Ventures; Licensing; Commercial Transactions – Advising on joint ventures and other complex commercial and licensing transactions on behalf of media, technology and healthcare companies, among others.

Memberships

Association for Corporate Growth, Tennessee Chapter — Board Member

American Health Lawyers Association (AHLA)

American Bar Association

News

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Representative Experience

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Additional Experience

Representative Merger and Acquisition Transactions and Experience:

  • Represented an NYSE-listed hospital company in its $33 billion going private recapitalization transaction with a private equity consortium (largest domestic LBO in history at time of announcement), and in its $2.5 billion self-tender offer 
  • Represented an NYSE-listed managed care company in its $3.8 billion merger agreement with an NYSE-listed global health service and insurance company, and in its $405 million acquisition of a privately-held managed care plan, and its $50 million stock purchase agreement for a privately-held managed care plan (deal terminated in 2006) 
  • Represented global provider of engineering, geospatial and security software in its $2.125 billion sale to a publicly traded Swedish global measurement technology company 
  • Representing a privately-held provider of retirement communities in its unsolicited public pursuit of an acquisition of a NASDAQ-listed provider of long-term care services
  • Represented a NYSE-listed government services contractor in its $2 billion + (EV) stock-for-stock merger with a private equity backed government services contractor
  • Represented an international steel conglomerate in its $2 billion bid for a U.S. coal mining company 
  • Represented an NYSE-listed footwear and headwear retail company in its $1.5 billion merger agreement with an athletic footwear company (deal terminated in 2008) 
  • Represented a NASDAQ-listed global provider of spatial information management software in its $1.3 billion going private transaction with a private equity consortium 
  • Represented an NYSE-listed manufacturer of advanced electronic interconnect products in its $1.3 billion acquisition by an electronics contract manufacturer 
  • Represented an NYSE-listed media company in its acquisition of privately-held developer of online video publishing technologies
  • Represented an NYSE-listed managed care company in its acquisition of a privately-held managed care company 
  • Represented a privately-held managed care company in a $425 million recapitalization transaction with a private equity group 
  • Represented a private equity backed specialty pharmacy company in its $260 million sale to a NASDAQ-listed pharmacy benefit management company
  • Represented a NYSE-listed media company in two joint venture put/call transactions, valued at $225 million and $99 million
  • Represented a NYSE-listed government services contractor in its $200 million (EV) tendor offer and acquisition of a NASDAQ-listed government services contractor 
  • Represented a privately-held software provider for the insurance industry in its $117 million acquisition of a Canadian insurance software solution provider, and in a $215 million complex merger and subsequent asset purchase transaction 
  • Represented a NASDAQ-listed software company in its $175 million going private transaction with a private equity group 
  • Represented a privately-held provider of radiology benefits management and utilization services in its $125 million minority recapitalization with a private equity group 
  • Represented a private equity backed dermatology company in more than 40 acquisitions since 2014
  • Represented a private equity firm in its sale of a hospital company's assets with an aggregate value of $77 million
  • Represented a privately-held chai tea company in its $75 million sale to an international publicly listed global ingredients, flavours and consumer foods conglomerate 
  • Represented the strategic alternatives committee of a NASDAQ-listed provider of information technology systems for hospitals, healthcare networks and imaging facilities in its negotiation of a $62 million merger agreement with an OTCBB-listed technology and services company in the healthcare industry (deal terminated in 2009), and the committee’s subsequent negotiation of a tender offer and merger agreement with a NASDAQ-listed provider of imaging IT solutions 
  • Represented a private equity firm in its up to $53 million aggregate platform investment in a physician management company
  • Represented a private equity firm in its $51 million sale of a pharmacy company 
  • Represented a NASDAQ-listed biotech company in a $50 million acquisition of a molecular diagnostics company (M&A Advisor 2012 Deal of the Year Winner)
  • Represented a specialty pharmaceutical dermatology company in its acquisition by a NASDAQ-listed specialty pharmaceutical company for $45.5 million
  • Represented the special committee of a SEC reporting healthcare IT company in connection with its review of strategic alternatives 
  • Represented a privately-held software-based Web site solutions provider in its sale to a NASDAQ-listed provider of business-class Web hosting services 
  • Represented a NASDAQ-listed medical transcription provider in its serial acquisition program 
  • Represented a software company in its $44 million acquisition of a privately-held software company 
  • Represented a beverage distributor in a $40 million asset purchase of another privately-held beverage distributor 
  • Represented a NASDAQ-listed biotech company in a $34 million acquisition of a molecular diagnostics company 
  • Participation in numerous auction processes and potential acquisitions, ranging in size up to multi-billion dollar transactions, for both public and private targets (on behalf of public and private targets and bidders), including potential stock-based and all cash or mixed consideration transactions in a broad ranges of transactions structures, including mergers, stock purchases, tender offers and complex asset and division sale transactions 
  • Represented various private equity firms in platform and portfolio company add-on acquisitions, in several industries
  • Significant transaction related litigation and dispute resolution experience, including advisement in connection with the successful Genesco/Finish Line merger litigation 
  • Takeover defense, proxy fight, and activist shareholder advice for several NYSE and NASDAQ-listed companies, including representation of independent directors of NYSE-listed communications company in connection with a proxy fight 
  • Special Tennessee counsel for buyers and sellers in multiple public and private company acquisition transactions involving Tennessee companies

Representative Public Securities Transactions; Private Placements:

  • Represented a hospital company in its initial public offering and the secondary sale by selling stockholders of an aggregate of $4.35 billion in shares of common stock, the largest domestic private equity backed IPO in history, and in its $1.8 billion and $1.4 billion secondary offerings by selling stockholders
  • Represented a NYSE-listed government services contractor in its 144A offering of $300 million in senior secured notes
  • Represented a NYSE-listed managed care company in its initial public offering of 21,620,000 shares of common stock, and its follow-on public offering of 8,625,000 shares of common stock 
  • Represented a NYSE-listed hospital company in public offerings of $1 billion and $1.35 billion in senior secured notes 
  • Represented a SEC reporting hospital company in its 144A offerings of $310 million, $1.5 billion and $1.25 billion of senior secured notes, and $1.525 billion of senior unsecured notes 
  • Represented a NYSE-listed student housing company in its public offering of 24,500,000 shares of common stock
  • Represented a NYSE-listed student housing company in its $50 million "at-the-market" public common stock offering 
  • Represented a developer and manufacturer of high-end active opto-electronic components and subsystems in two rounds of private placements aggregating over of $125 million of preferred stock 
  • Represented a producer of routing hardware and technology for use on high-capacity optical networks in two rounds of private placements aggregating over $100 million of preferred stock 
  • Represented a medical device company in multiple rounds of private placements aggregating over $50 million of preferred stock and other securities 
  • Represented numerous venture capital firms and issuers in institutional and strategic led private placements

Representative Fund Formation Experience:

  • Represented numerous national and international general partners in connection with private equity fund formations, as well as general fund and management company maintenance and compliance matters 
  • Represented numerous national and international institutional investors and limited partners in connection with their investments in private equity funds 
  • Legal advisement with numerous participants in the TNInvestco Program

Publications

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Past Events

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Media Mentions

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Accolades

Who's Who Legal: Mergers & Acquisitions and Corporate Governance

M&A Advisor "40 Under 40" Finalist (2012)

M&A Advisor "M&A Deal of the Year" Finalist (2015)

M&A Advisor "M&A Deal of the Year" (2012)

Mid-South Super Lawyers "Rising Star" (2011-2014)

Vanderbilt Journal of Transnational Law — Editor

Phi Beta Kappa

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