Thomas J. Fraser
Tom represents public and private companies and their investors in securities offerings, mergers & acquisitions and other strategic transactions. Tom also regularly advises clients on securities law compliance, disclosure and corporate governance matters.
Examples of transactional matters include advising:
- Advent International in its revised deal to acquire Forescout Technologies, Inc. by tender offer.
- Eversource Energy in its acquisition of Columbia Gas of Massachusetts.
- Bain Capital in 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, in its sale to SS&C Technologies.
- IASIS Healthcare Corporation, a healthcare services company, in its sale to Steward Health Care, creating the largest private for-profit hospital operator in the United States, and in its initial public offering process.
- Petco Holdings, Inc., a leading pet specialty retailer, in its sale to CVC Capital Partners and the Canada Pension Plan Investment Board and in its concurrent “dual track” initial public offering process.
- Planet Fitness, Inc., one of the largest franchisors and operators of fitness centers in the United States, in its initial public offering, “Up-C” corporate restructuring and whole-business securitization.
- Cambrex Corporation, a leading manufacturer of small molecule innovator and generic active pharmaceutical ingredients, in its acquisitions of Avista Pharma Solutions, Halo Pharma and PharmaCore.
- Eversource Energy in its acquisition of Aquarion Water Company, the largest private water company in the New England region.
- Eversource Energy in strategic transactions, including 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 Life Sciences in its convertible preferred stock PIPE investment in Dicerna Pharmaceuticals, Inc.
- Bain Capital in capital markets transactions of portfolio companies including Genpact, IQVIA, HD Supply, Bloomin’ Brands, Acadia Healthcare, BRP, HCA, FleetCor and Warner Chilcott.
- The lead underwriters in the initial public offering of Cushman & Wakefield plc, a leading global real estate services firm.
- 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.
- IMS Health Holdings, Inc. in its initial public offering and other capital markets transactions, including 144A debt financings.
- IQVIA Holdings Inc. (formerly Quintiles IMS Holdings, Inc.) in its 144A debt financing in connection with the merger of IMS Health Holdings, Inc. and Quintiles Transnational Holdings, Inc. and subsequent financings.
- Blue Coat, Inc., a leading provider of advanced web security solutions, and its private equity sponsor Bain Capital in 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, in 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, in its initial public offering and “Up-C” corporate restructuring.
- Dunkin’ Brands Group, Inc., the parent company of Dunkin’ and Baskin-Robbins, in public offering matters.
- MicroVision, Inc., a leader in innovative ultra-miniature projection display technology, in multiple financings, including underwritten public offerings, registered direct offerings, PIPE transactions and equity lines of credit.
- Avaya Inc., a global provider of business collaboration and communications solutions and a portfolio company of Silver Lake Partners and TPG, in its 144A bond offering.
- Carter’s, Inc., a leading provider of children’s apparel, in its 144A bond offering and subsequent A/B exchange offer.
- 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