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 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 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 served as a primary contributing author for the chapter titled “Exploring Strategic Alternatives and Responding to Unsolicited Approaches—Starting the Process” in the ABA’s The Role of Directors in M&A Transactions: A Governance Handbook for Directors, Management and Advisors (2019 edition). Ryan 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, Associated Press, Bloomberg News and others.
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.
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 Triple Tree Capital Partners and Vestar Capital Partners in the merger of their respective portfolio companies, The Emily Program and Veritas Collaborative.
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Representation of Grant Avenue Capital, a healthcare-focused middle-market private equity firm, in its acquisition of Hearts for Hospice, LLC a full-service Utah hospice and home health agency, and Abode Healthcare, Inc., a home health care provider.
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Representation of Sound Inpatient Physicians, Inc., a physician-founded and led organization providing services across the acute episode of care in its acquisition of Southwest Pulmonary Associates, LLP, a critical care and pulmonary medicine group based in Texas.
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Representation of Regent Surgical Health, an ambulatory surgery center management and development company, in its strategic investment from TowerBrook Capital Partners L.P., an international investment management firm, and Ascension Capital, an investment affiliate of Ascension.
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Representation of Complete Health Partners, a Pharos Capital portfolio company and physician-centric, professionally managed, technology-enabled primary care group, in its acquisition of Family Care Physicians, LLP is a Florida-based medical group practice specializing in family and geriatric medicine.
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Pharos Capital’s Charter Health Care Group Acquires Physmed Home Health Care and Serene Care HospiceRead More
Representation of Pharos Capital’s post-acute care provider platform, Charter Health Care Group, in its acquisition of sister companies Physmed Home Health Care and Serene Care Hospice. Physmed Home Health specializes in geriatric care, delivering traditional home health nursing and therapy services, as well as social work and dietician services. Serene Care Hospice provides in-home end-of-life care with services including nursing care, spiritual care and bereavement support. Terms of the transaction were not disclosed.
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Representation of Sound Inpatient Physicians, Inc., a physician-founded and led organization providing services across the acute episode of care in its acquisition of East Bay Regional Critical Care and Pulmonary Medicine, Inc., a pulmonary medicine group practice.
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We represented Grant Avenue Capital, a healthcare-focused middle-market private equity firm, in its acquisition of Valeo Home Health and Hospice, a provider of in-home rehabilitation and end of life care.
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Representation of Health Enterprise Partners (HEP), a healthcare private equity firm, in its investment in Aware Recovery Care, an in-home addiction treatment provider. Terms of the transaction were not disclosed.
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Representation of Health Enterprise Partners in Intraprise Health’s acquisition of HIPAA One, a cloud-based HIPAA compliance software suite designed to simplify and automate HIPAA compliance for healthcare providers, health plans, and business associates of all sizes. Intraprise Health, a portfolio company of Health Enterprise Partners, is a healthcare-focused security services and solutions firm providing software and services addressing NIST and HITRUST framework adoption, risk management optimization, security risk assessments, remediation management, third-party risk management, business continuity planning and security program leadership (vCISO)
Additional Experience
Representative Merger and Acquisition and Private Equity 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 an 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
- 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 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 an 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 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 revenue cycle management company in its $350 million sale 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 firm in the $285 million sale of its healthcare IT and data services company to a private equity firm
- 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 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 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 an 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 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 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 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 private equity firm in its up to $72 million acquisition of a privately held hospice company
- Represented a privately-held behavioral health company in its $65 million sale to a private family office
- 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 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 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 $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 the $24 million sale of its clinical decision support 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 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 (2019-2021), Recognized Practitioner (2017-2018)
Who’s Who Legal — Corporate: Corporate Governance (2018-2021); Corporate: Mergers & Acquisitions (2018-2021)
Acritas Stars — Independently Rated Lawyer (2019-2020)
IFLR1000 — Notable Practitioner
M&A Advisor “Industrials Deal of the Year (Over $1B)” (2019)
M&A Advisor “Healthcare/Life Sciences Deal of the Year ($50 MM to $100MM)” (2019)
M&A Advisor “Turnaround Healthcare & Life Sciences Deal of the Year” (2019)
M&A Advisor “Corporate/Strategic Deal of the Year ($1B-$5B)” Finalist (2019)
M&A Advisor “Consumer Discretionary Deal of the Year ($50MM-$100MM)” Finalist (2019)
M&A Advisor “Corporate/Strategic Deal of the Year ($75MM-$100MM)” Finalist (2019)
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
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