Thomas W. Hughes

Tom’s significant recent matters include representing:

• A fast-growing consumer products manufacturing company in its all-cash sale to a large private equity firm in one of the largest transactions in the industry in the past twelve months
• A publicly-traded retailer in connection with a proxy contest initiated by a shareholder activist followed by a strategic alternative review culminating in the execution of a definitive agreement for the sale of the company to a private equity firm controlling a major competitor; the company’s subsequent successful exit from the transition, upheld by the Delaware Chancery Court, with the company collecting a US$93M dollar reverse termination fee in settlement and resulting in an increase in shareholder value over transaction value of approximately US$700M within one year following termination of the transaction
• Non-control shareholders of a privately-held consumer products manufacturer in a contest for corporate control emanating from the founder’s attempt to enact corporate bylaws and related provisions designed to entrench control in his minority position, resulting in the non-control shareholders removing the founder from the company and the company purchasing his shares for a promissory note, by utilizing his own corporate provisions as leverage against him
• A national building products distributor in its acquisitions of multiple regional building products distributors for varying degrees of cash and/or equity
• A large publicly-traded home security company in connection with its acquisition by another publicly-traded company for a combination of stock and cash valued at approximately US$2B
• A publicly-traded food processing company in connection with its Rule 144A issuance of senior notes for US$700M
• A telecommunications supplier in connection with its acquisition by the subsidiary of a publicly-traded foreign company for cash and stock, including complex liquidity mechanisms for pertaining to the securities received, in a transaction valued at approximately US$600M
• As U.S. counsel in connection with a management-led buy-out of numerous manufacturing divisions from a European-based multinational company for approximately US$1B in cash
• A consortium of international telecommunications companies in a joint venture transaction with another such consortium for the combination of application development platforms
• A publicly-traded national retailing concern in connection with its US$1B+ recapitalization, including a tender offer for approximately US$275M in senior subordinated notes, the issuance of US$300M in new senior subordinated notes, a self-tender offer for approximately US$160M of common stock and the refinancing of its senior credit facility
• A publicly-traded consumer products company in connection with its registered exchange offer of senior notes for US$430M
• A public automobile dealership in connection with its acquisition of another public automobile dealership for approximately US$200M in stock
• A publicly-traded national retailer in connection with a Rule 144A debt issuance and subsequent registered exchange offer for US$250M
• A physician management company in connection with its sale to a large, strategic hospital organization in an all-cash transaction
• A publicly-traded retailer in connection with negotiations and consummation of a US$200M accelerated stock repurchase transaction
• A regional retailer in connection with the public offering of its common stock on behalf of the company and certain selling shareholders for approximately US$150M
• A publicly-traded financial services company in connection with its sale to a major national bank holding company for approximately US$120M in cash
• A publicly-traded national retailer in connection with its acquisition of another publicly-traded retailing chain for approximately US$100M in cash