Thomas J. Fraser
Tom represents public and private companies and their investors in securities offerings, mergers and acquisitions, and other strategic transactions. Tom serves as a trusted advisor to clients across the full range of capital markets transactions, including initial public offerings and public and private equity and debt financings, as well as complex strategic transactions, including public and private mergers and acquisitions, joint ventures, and other investments. Tom also regularly advises public company clients, such as Acushnet Holdings Corp., Eversource Energy, IQVIA, LifeStance Health, LPL Financial, MicroVision and Planet Fitness, and investor clients, such as Bain Capital and TPG, on securities law compliance, disclosure and corporate governance matters, including Exchange Act compliance and reporting, stock exchange listing rules, Rule 144 and Section 16.
Examples of transactional matters include advising:
Capital Markets Transactions
- LifeStance Health, one of the nation’s largest providers of outpatient mental healthcare, on its initial public offering.
- The lead underwriters in the initial public offering of Cushman & Wakefield plc, a leading global real estate services firm.
- Planet Fitness, Inc., one of the largest franchisors and operators of fitness centers in the United States, on its initial public offering, “Up-C” corporate restructuring and whole-business securitization.
- IMS Health Holdings, Inc. on its initial public offering and other capital markets transactions, including 144A debt financings.
- IQVIA Holdings Inc. (formerly Quintiles IMS Holdings, Inc.) on its 144A debt financing in connection with the merger of IMS Health Holdings, Inc. and Quintiles Transnational Holdings, Inc. and subsequent financings.
- Bain Capital Life Sciences on various investment transactions, including PIPE investments in Dicerna Pharmaceuticals, Inc., X4 Pharmaceuticals and Savara.
- Bain Capital on capital markets transactions of portfolio companies including Genpact, IQVIA, HD Supply, Bloomin’ Brands, Acadia Healthcare, BRP, HCA, FleetCor and Warner Chilcott.
- LPL Financial Holdings Inc., the parent company of the nation’s largest independent broker-dealer network, in connection with public offerings, 144A debt financings and other strategic transactions.
- Blue Coat, Inc., a leading provider of advanced web security solutions, and its private equity sponsor Bain Capital on its initial public offering process, which culminated in its sale to Symantec.
- Oxford Immunotec Global PLC, a public limited company incorporated in England and Wales that provides advanced, innovative tests in the field of immunology, on its initial public offering.
- Taylor Morrison Home Corporation, one of the largest public homebuilders in North America, and its private equity sponsors, TPG and Oaktree Capital, on its initial public offering and “Up-C” corporate restructuring.
- Dunkin’ Brands Group, Inc., the parent company of Dunkin’ and Baskin-Robbins, on public offering matters.
M&A and Strategic Transactions
- Advent International on its revised deal to acquire Forescout Technologies, Inc. by tender offer.
- LPL Financial on its joint acquisition with Macquarie of Waddell & Reed and carve-out acquisition of the wealth management business of Waddell & Reed, as well as its acquisition of Allen & Company, acquisition of Lucia Securities and other strategic transactions.
- Eversource Energy on its acquisitions of Columbia Gas of Massachusetts and Aquarion Water Company and on its joint venture with Orsted AS, the global leader in offshore wind power, to develop deepwater offshore wind farms off the coast of the New England states.
- Bain Capital on its partnership with Pfizer to create Cerevel Therapeutics, a biopharmaceutical company focused on developing drug candidates to treat disorders of the central nervous system.
- Eze Software, a leading global provider of investment management solutions, on its sale to SS&C Technologies.
- IASIS Healthcare Corporation, a healthcare services company, on its sale to Steward Health Care, creating the largest private for-profit hospital operator in the United States, and on its initial public offering process.
- Petco Holdings, Inc., a leading pet specialty retailer, on its sale to CVC Capital Partners and the Canada Pension Plan Investment Board and on its concurrent “dual-track” initial public offering process.
- Cambrex Corporation, a leading manufacturer of small molecule innovator and generic active pharmaceutical ingredients, on its acquisitions of Avista Pharma Solutions, Halo Pharma and PharmaCore.
- Co-author, “SEC Adopts Amendments to MD&A and Financial Disclosures,” Practical Guidance (December 17, 2020)
- Featured, “Rising Star: Ropes & Gray's Thomas Fraser,” The Deal (December 2, 2019)
- JD, magna cum laude, Boston University School of Law, 2010; Paul J. Liacos Scholar; Edward F. Hennessey Distinguished Scholar; Editor, Boston University Law Review
- BA, cum laude, Boston College, 2007; Athanisius Kircher, S.J., Award
Admissions / Qualifications
- New York, 2011
- Massachusetts, 2010