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Thomas P. Conaghan is a partner in the law firm of McDermott Will & Emery and is based in the Firm's Washington, D.C. office. As a member of the Firm's Corporate Department, Tom represents both publicly held and closely held businesses, underwriters and other sources of capital, corporate boards and board committees and corporate executives. He advises both U.S. and foreign-based public companies on issues relating to public and private offerings of securities, disclosure, periodic reporting, corporate governance, executive compensation, the rules of the New York Stock Exchange and the Nasdaq Stock Market and compliance with the Sarbanes-Oxley Act of 2002.
Tom has represented public companies (including foreign issuers) in initial public offerings of both equity and debt securities, follow-on public offerings, the establishment of medium-term note programs, structured debt offerings, Rule 144A private placements and registered exchange offers, rights offerings and offshore offerings under Regulation S. Tom has also represented underwriters of equity public offerings. Tom practiced in the London office of a large U.S. law firm from 1998 to 2000, where he represented European issuers in both registered and non-registered offerings of securities in the U.S.
Tom has also represented buyers and sellers in merger and acquisition transactions, including cross-border business combinations, going private transactions, stock sales and purchases and asset sales and purchases. Tom has also advised a large U.S.-based multinational holding company on several internal restructurings.
Tom is the co-author of the 2004 edition of "An Insider's Guide to Going Public - A Guide to Initial Public Offerings and Life as a Public Company" and the 2007 edition of "The Public Company Primer - A Practical Guide to Going Public, Raising Capital and Life as a Public Company," both published by R.R. Donnelley.
Tom is admitted to practice in the District of Columbia and Maryland, and is qualified to practice in England and Wales.
Representative Experience:
Representation of national underwriter in Rule 144A resale of distressed bonds with an aggregate principal amount of approximately $360 million
Representation of national underwriter in Rule 144A resale of distressed bonds with an aggregate principal amount of approximately $140 million
Representation of the owners of a privately-held business in its sale to a private equity firm for $100 million
Representation of a Fortune 100, NYSE-listed conglomerate in its spin-off related restructuring
Representation of NYSE- listed U.S. bank in the establishment of its $500 million global medium-term note program
Representation of privately-held provider of communications hardware in its $175 million acquisition of a Nasdaq-listed target
Representation of NYSE-listed manufacturing company in $200 million Rule 144A private placement of senior guaranteed notes followed by SEC-registered exchange offer
Representation of national underwriter in a $135 million initial public offering by mortgage banking REIT
Representation of publicly traded waste services company in connection with a $50 million PIPE transaction
Representation of industrial real estate investment trust in $130 million initial public offering and NYSE listing
Representation of Dutch bank in the establishment of a $500 million U.S. medium-term note program and in structured debt offerings under such program
Representation of NYSE-listed utility company in the establishment of a $125 million medium-term note program
Representation of NYSE-listed propane company in a $100 million underwritten public offering of limited partnership units
Representation of NYSE-listed propane company in a $32 million underwritten public offering of senior notes
Representation of FTSE-100 English media company in its $2.6 billion global rights offering, initial U.S. public offering and NYSE listing in connection with its $2.5 billion acquisition of a Nasdaq-listed educational testing company
Representation of FTSE-100 English media company in its $500 million private placement of senior notes in a global offering under Rule 144A and Regulation S
Representation of FTSE-100 English glass manufacturer in its $250 million private placement of senior guaranteed notes to institutions in the U.S. under Rule 144A
Representation of Swedish petroleum refining company in a Rule 144A/Regulation S private placement of Euro 250 million high-yield notes
Representation of FTSE-100 English travel services company in a $370 million tender offer for the stock of a U.S. Nasdaq-listed travel services company
Representation of an AMEX-listed oil and gas company in a $20 million follow-on public offering of common stock
Representation of a Nasdaq-listed biotech company in its acquisition by a publicly traded pharmaceutical company in a transaction valued at $140 million
Representation of a Nasdaq-listed "roll up" of used car dealerships in a $33 million underwritten public offering of common stock
Representation of an Italian-based industrial engineering conglomerate in the sale of its NYSE-listed process automation subsidiary in a transaction valued at $2.5 billion
Education:
University of Notre Dame Law School, J.D. (cum laude), 1995
University of Notre Dame, B.A., 1992 | 