Ryan D. Thomas
Ryan Thomas is the chair of the firm’s Private Equity Team and co-chair of the Healthcare Private Equity Team. As mergers and acquisitions (M&A) and securities counsel to numerous national companies and private equity firms, Ryan Thomas has closed over $60 billion in M&A transactions, and approximately $80 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’s practice involves:
- Mergers & Acquisitions and 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.
- Growth Equity and Securities Transactions – Advising issuers, strategic investors and national and regional growth equity firms in private placements of equity and debt securities, including multiple individual growth equity transactions exceeding $50 million. Ryan also has extensive experience in initial and secondary public offerings, strategic-led private placements and a broad range of public securities transactions.
- 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 and Commercial Transactions – Advising on joint ventures and other complex commercial and licensing transactions on behalf of media, technology and healthcare companies, among others.
Ryan has been recognized by various leading outlets, such as Chambers USA and The M&A Advisor, for his work in the M&A and private equity space. In 2021 alone, The M&A Advisor named two of Ryan’s deals as finalists in eight categories for the 2021 M&A Advisor Awards. Over the past few years, several transactions have been named as finalists in multiple categories including:
- “Financials Deal of the Year” Finalist, “Corporate/Strategic Deal of the Year (Over $100MM to $1B )” Finalist and “Private Equity Deal of the Year ($100MM to $250MM)” Finalist (2021) – representation of Axia Technologies, Inc. in its acquisition by Bank of America.
- “M&A Deal of the Year ($75MM to $100 MM)” Finalist and “Healthcare/Life Sciences Deal of the Year (under $100MM)” Finalist (2021) – representation of Regent Surgical Health in its strategic investment from TowerBrook Capital Partners L.P and Ascension Capital.
- “M&A Deal of the Year (Over $1B )” Finalist (2015) – representation 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 and Business Law Committees, serving as editor of the Deal Points publication and the executive editor for M&A content of Business Law Today. He has been extensively quoted and published on M&A matters and high profile deals in leading national media such as The Wall Street Journal Pro Private Equity, The Business Lawyer, The Corporate Board, Executive Counsel, Marketwatch.com, Los Angeles Times, TheStreet.com, GlobeSt.com, Associate Press, Bloomberg News and others.
Memberships
Association for Corporate Growth, Tennessee Chapter — Board Member
American Health Law Association (AHLA)
American Bar Association — Business Law and M&A Committees
- Business Law Today — Executive Editor, M&A (2017)
- Deal Points — Editor (2016-2018)
Representative Experience
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Representation of Prairie Capital’s portfolio company Family Allergy & Asthma, an allergy medical practice headquartered in Louisville, KY, in its Physician Practice Management transaction with Asthma and Allergy Associates of Florida, an allergy and asthma medical practice in Flordia. Terms of the transaction were not disclosed.
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Representation of Advanced Dermatology and Cosmetic Surgery, one of the country’s leading dermatology practices, in its acquisition of Esterson Dermatology, a dermatology practice. Terms of the transaction were not disclosed.
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Representation of The Peach Truck, a direct-to-consumer seller of peaches in the world, in its sale to International Farming, a privately owned institutional investment manager at the center of the world’s food ecosystem. Terms of the transaction were not disclosed.
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Representation of Arcline Investment Management’s portfolio company Standard Elevator Systems, which manufactures and provides products and solutions for elevators, escalators and moving walks, in its acquisition of McIntosh Industries, LLC, a company specializing in rebuilding, repair and service of elevator motors and machines. Terms of the transaction were not disclosed.
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Representation of Northlane Capital Partners, a middle market private equity firm, in its acquisition of SAI MedPartners, a leading consultancy providing strategic insights and analytics to the pharmaceutical, biotechnology, and medical device industries. Terms of the transaction were not disclosed.
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Representation of Arcline Investment Management’s portfolio company Fairbanks Morse, which builds, maintains, and services naval power and propulsion systems, in its acquisition of Research Tool & Die, a privately owned manufacturer of marine electrical-systems hardware. Terms of the transaction were not disclosed.
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Representation of SENTA Partners, a physician practice management company, in its acquisition of all non-clinical assets of Allergy, Asthma & Immunology Associates of South Texas, a well known ENT practice in the state. Terms of the transaction were not disclosed.
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Representation of Advanced Dermatology & Cosmetic Surgery (ADCS), the largest team of dermatology experts nationwide, in its acquisition of Maragh Dermatology, Surgery and Vein Institute, a comprehensive dermatology centers specializing in medical, cosmetic, laser and surgical dermatology. Terms of the transaction were not disclosed.
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Representation of New Harbor Capital’s portfolio company Psych Associates of Maryland, the largest outpatient mental health group in Maryland, in its acquisition of Comprehensive Behavioral Health, a leading multidisciplinary mental health treatment provider. Terms of the transaction were not disclosed.
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Representation of RC Capital, a healthcare‐focused growth equity firm, in its recapitalization of OnCall Staffing, a leading provider of staffing and moonlighting solutions to healthcare systems and practices. Terms of the transaction were not disclosed.
Additional Experience
Representative Merger and Acquisition and Private Equity Transactions and Experience
- Represented a 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 a NYSE-listed managed care company in its $3.8 billion merger agreement with a 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 a NYSE-listed government services contractor in its $2.5 billion stock-for-stock merger with another NYSE-listed government services contractor
- Represented global provider of engineering, geospatial and security software in its $2.125 billion sale to a publicly traded Swedish global measurement technology company
- Represented 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 a 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 a NYSE-listed manufacturer of advanced electronic interconnect products in its $1.3 billion acquisition by an electronics contract manufacturer
- Represented a private equity backed physician management company in its $600 million sale to a private equity firm
- Represented a revenue cycle management company in its acquisition by a private equity backed revenue cycle management company for approximately $512 million in consideration
- Represented a NYSE-listed media company in various joint ventures and in its acquisition of a privately-held developer of online video publishing technologies, and a privately-held online content provider in the food category
- Represented a 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 revenue cycle management company in its $350 million sale to a private equity firm
- Represented a NYSE-listed healthcare payor and services company in its up to approximately $300 million acquisition of a management services organization and affiliated physician practices
- Represented a private equity firm in the $285 million sale of its healthcare IT and data services company to a private equity firm
- Represented a private equity backed specialty pharmacy company in its $260 million sale to a Nasdaq-listed pharmacy benefit management company
- Represented a private equity backed healthcare services, staffing and technology company in its $250 million sale to another private equity firm
- Represented two private equity backed healthcare consumer technology companies in their $230 million stock-for-stock merger
- Represented a NYSE-listed media company in two joint venture put/call transactions, valued at $225 million and $99 million
- Represented a private equity firm in its $225 million purchase of an aerospace parts supplier
- Represented a privately held life sciences company in its stock merger with a Nasdaq-listed life sciences company
- Represented a private equity consortium in its approximately $200 million business combination of their behavioral treatment platforms
- Represented a NYSE-listed government services contractor in its $200 million (EV) tender offer and acquisition of a Nasdaq-listed government services contractor; and in its disposition of its international business to a strategic acquirer
- 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 revenue cycle management and consulting services in its $168 million sale to a private equity group
- Represented a private equity firm in its $165 million acquisition of a specialty manufacturing services and distribution company
- Represented a NYSE-listed healthcare payor and services company in its strategic investment in a $160 million recapitalization of healthcare services company
- Represented a private equity firm in the sale of an HIT company in an up to $160 million cash and stock acquisition by a Nasdaq-listed public HIT company
- Represented a private equity backed healthcare payments software company in its $150 million acquisition by a large publicly traded financial institution
- Represented a private equity group in its $140 million acquisition and recapitalization of a privately-held specialized pharmacy distribution company
- Represented a private equity firm in its $125 million acquisition of a healthcare IT and services division of a NYSE listed public healthcare company
- 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 NYSE listed healthcare payor and services company in its up to $120 million investment in a physician services platform
- Represented a Nasdaq-listed footwear and fashion retailer in its up to $113 million acquisition of a privately held footwear and fashion retailer
- Represented a founder owned revenue cycle company in its up to $105 million sale to a private equity backed revenue cycle company
- Represented a private equity firm in its $100M+ acquisition of and growth equity investment in medical device contract manufacturer
- Represented a private equity backed healthcare services company in its up to $90M+ acquisition of and joint venture with an anesthesiology services company
- Represented a consortium of private equity firms in their $90 million acquisition of a genetic testing services company
- Represented a private equity backed allergy and ENT platform in its acquisition of a large physician practice for up to $90 million in consideration
- Represented a privately-held services company to the mortgage industry in an $89 million recapitalization transaction with a private equity group
- Represented a private equity firm in the $85 million acquisition of a pharma and clinical research services company
- Represented a private equity firm in its acquisition of a services company with an aggregate value of up to $84 million
- Represented a surgery center company in its approximately $80 million acquisition by a private equity consortium
- Represented a private equity backed dermatology company in more than 51 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 healthcare IT and services company in a $75 million recapitalization transaction with a private equity and strategic investor consortium
- Represented a private equity firm in its $75 million purchase of a revenue cycle management company
- 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 a digital and radio media platform in their $75 million acquisition by a major broadcast network and multimedia company
- Represented a private equity firm in its up to $72 million acquisition of a privately held hospice company
- Represented a private equity backed defense contractor in its $70 million acquisition of a privately held defense contractor
- Represented a private equity firm in its $65 million acquisition of a specialty manufacturing services and distribution company
- Represented a privately-held behavioral health company in its $65 million sale to a private family office
- Represented a private equity backed anesthesia platform in its $63 million sale to a strategic buyer
- 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 $60 million acquisition of a psychiatry services company
- Represented a privately-held behavioral HIT company in a $60 million recapitalization transaction with a private equity group
- 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 private equity firm in its $50 million purchase of a hospice and home healthcare platform
- Represented a private equity firm in its up to $50 million investment in a specialty physician practice
- Represented a private equity firm in its approximately $50 million purchase of a specialty physician practice group
- 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 private equity firm in its $42 million acquisition of a healthcare IT and payments company
- Represented a consumer food company in its up to $40 million sale to a private equity firm
- Represented a private equity firm in its $40 million acquisition of a manufacturing and distribution 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
- Represented a privately-held revenue cycle management company in its $32.5 million acquisition by a private equity firm
- Represented a private equity firm in its $25 million purchase of a post-acute healthcare services platform
- Represented a private equity firm in the $24 million sale of its clinical decision support company
- Represented a private equity firm in its $22 million acquisition of a tech-enabled behavioral services platform
- 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 Growth Equity and Public Securities Transactions
- Represented a developer and manufacturer of high-end active opto-electronic components and subsystems in two rounds of growth equity 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 growth equity aggregating over $100 million of preferred stock
- Represented a medical device company in multiple rounds of growth equity aggregating over $50 million of preferred stock and other securities
- Represented numerous national growth equity firms and issuers in institutional and strategic led growth equity investments
- 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
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
Past Events
Media Mentions & Firm News
Accolades
Chambers USA — Corporate/M&A (2019-2022), Recognized Practitioner (2017-2018)
M&A Advisor — Finalist (2021):
- “Financials Deal of the Year”
- “Healthcare/Life Sciences Deal of the Year (Over $100MM)”
- “Information Technology Deal of the Year (Over $100MM)”
- “Corporate/Strategic Deal of the Year ($100MM-$1B)”
- “Private Equity Deal of the Year ($100MM to $250MM)”
- “Healthcare/Life Sciences Deal of the Year (Under $100MM)”
- “Private Equity Deal of the Year ($75MM to $100MM)”
- “M&A Deal of the Year ($75MM to $100MM)”
Who’s Who Legal — Corporate: Corporate Governance (2018-2021); Corporate: Mergers & Acquisitions (2018-2021)
Acritas Stars — Independently Rated Lawyer (2019-2020)
IFLR1000 — Notable Practitioner (2019-2021)
M&A Advisor — Winner (2019):
- “Industrials Deal of the Year (Over $1B)”
- “Healthcare/Life Sciences Deal of the Year ($50 MM to $100MM)”
- “Turnaround Healthcare & Life Sciences Deal of the Year”
M&A Advisor — Finalist (2019):
- “Corporate/Strategic Deal of the Year ($1B-$5B)”
- “Consumer Discretionary Deal of the Year ($50MM-$100MM)”
- “Corporate/Strategic Deal of the Year ($75MM-$100MM)”
M&A Advisor — “M&A Deal of the Year” Finalist (2015)
M&A Advisor — “40 Under 40” Finalist (2012)
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
Education
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Vanderbilt Law School - J.D.
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Trinity College - B.A.
Admissions
- Tennessee
Chambers USA
"Ryan Thomas spearheads the firm's private equity group and has experience handling healthcare, technology and private equity transactions. His experience also covers entity formation and recapitalisation. 'He is super smart; expert in technical matters, a strong negotiator and good at moving deals along.'"
From Chambers USA 2021