Thomas focuses his practice on representing public companies, private investment funds, investment banks and universities in public offerings, private financings and business combinations. In addition, Thomas counsels public company and hedge fund clients on a wide range of securities law compliance and governance issues. His clients have included Bain Capital, TPG, Silver Lake Partners, Canada Goose, Blue Coat Systems, Petco, Jones Snowboards, Wright Medical Group, Novavax, Ironwood Pharmaceuticals, Pfizer, Putnam Investments, Dragoneer, Stanford University, Harvard Management Company and many of the world’s leading investment banks.
- Represented the underwriters in connection with securities offerings valued in the billions of dollars, including for the following companies:
- e.l.f. Beauty, a cosmetic company
- Wayfair, one of the world's largest online destinations for the home
- Mercury Payment Systems Inc., a leading provider of payments technology and services (culminated in a $1.65bn sale to Vantiv)
- Care.com, the world's largest online marketplace for finding and managing family care
- Zipcar, the world’s leading car sharing network
- Numerous other common stock and convertible note offerings, including A123 Systems, American Superconductor, Tranzyme, Lexicon Pharmaceuticals, LogMeIn, Idenix Pharmaceuticals, Biodel, Micromet and Regeneron Pharmaceuticals.
Company and Selling Stockholder Capital Markets Transactions
- Canada Goose, a premium outdoor apparel retailer backed by Bain Capital, in its $250 million IPO and $259 million follow on offering.
- Blue Coat Systems., a provider of Web security solutions for enterprises and governments worldwide, in its IPO which concluded with its $4.65 billion sale to Symantec Systems.
- TPG Capital in connection with the IPO of Evolent Health for $195 million and three subsequent follow-on offerings totaling over $430 million.
- Petco Holdings, a leading specialty retailer of pet food, supplies, services and companion animals backed by TPG Capital and Leonard Green Partners, in its proposed IPO and subsequent $4.6 billion sale to CVC Capital Partners and Canada Pension Plan Investment Board.
- Aptalis Holdings Inc., a TPG portfolio company and leading specialty pharmaceutical company, in its proposed IPO, which concluded with its sale to Forest Laboratories for $2.9 billion.
- Taylor Morrison, one of the largest public homebuilders in North America, in its $600 million initial public offering. (Up-C Structure) and subsequent follow-on offerings worth $397.8 million total.
- Represented companies and/or their financial sponsors in billions of dollars worth of capital markets transactions, including equity, equity-linked and debt offerings with HCA, Fleetcor, Warner Chilcott, Quintiles/IMS, Bloomin’ Brands, Avaya, Wright Medical Group N.V., Cubist Pharmaceuticals, Ironwood Pharmaceuticals and many others.
Business Combination Transactions
- TPG and Dragoneer in connection with an unsolicited approach to Etsy.
- Cubist in its acquisitions of Optimer Pharmaceuticals and Adolor Corporation, in each case, for a combination of cash and contingent payment rights and in its acquisition of an option to acquire Adynxx, a privately held, clinical-stage pharmaceutical company focused on developing novel analgesic therapies.
- Covidien plc, a leading global provider of health care products, in its acquisition of Maya Medical, a developer of a treatment for hypertension, for an upfront cash payment of $60 million and up to an additional $170 million in contingent consideration.
- AccessClosure, Inc., a leading manufacturer and distributor of extravascular closure devices in the United States, in its $320 million sale to Cardinal Health.
- Quoted, “Pinterest’s IPO structure could give CEO Ben Silbermann the right to control the company from beyond the grave,” Business Insider (March 24, 2019)
- Quoted, “S&P Policy Unlikely to Thwart Multiclass Stock Structures,” Law360 (August 3, 2017)
- Quoted, “Four Takeaways From Snap’s IPO Filing,” Law360 (February 3, 2017)
- Quoted, “Snap’s Expected No-Vote Shares Likely to Remain an Outlier,” Law360 (January 30, 2017)
- Quoted, “3 Takeaways From Nasdaq's New 'Golden Leash' Rule,” Law360 (August 1, 2016)
- Quoted, “Dual-Class Share Listings Grow Despite Skeptics,” Law360 (November 6, 2015)
- Quoted, “Capital Markets Set For Strong 2015 Despite Headwinds,” Law360 (January 2, 2015)
- Keith F. Higgins, Thomas Holden and Paul M. Kinsella, “SEC Adopts Amendments to Rule 144 and 145,”Insights (January 2008)
- Keith F. Higgins and Thomas Holden, "Disclosure Updates: New Compliance and Disclosure Interpretations for 2008," 35th Annual Securities Regulation Institute, Northwestern Law School, Coronado, California, January 23-25, 2008
- Speaker, “Shareholder Activism and the Corporate Response,” West Coast Lunchtime Legal Briefing Teleconference (September 2014)