Ryan D. Thomas

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 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 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 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) 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 privately-held provider of radiology benefits management and utilization services in its $125 million minority recapitalization with a private equity group
• 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 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 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 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 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