Tom Spera is counsel in Ropes & Gray’s tax department, based in Boston. He serves as a trusted tax advisor to middle-market and larger private equity firms and other clients on transactions across a wide range of industries, including technology, financial services, retail and healthcare. Clients value his practical and strategic approach to helping them navigate and negotiate complex tax and structuring issues arising in their transactions.

In his practice, Tom advises on the U.S. federal income tax aspects of domestic and cross-border mergers and acquisitions, including leveraged buyouts, financing transactions, joint ventures and restructurings. He regularly advises clients on private equity and strategic M&A transactions and the tax structuring and planning issues that arise in such transactions. Tom’s experience also encompasses securities offerings, special purpose acquisition companies (SPACs), and private equity and venture capital fund formations and investments.

During the COVID-19 pandemic, he played a valuable role in counseling clients on the tax implications of legislation passed in response to the crisis. Tom provides pro bono advice at the firm’s debt clinic at Rosie’s Place, a Boston-based women’s shelter, as well as to veterans through the firm’s partnership with Veterans Legal Services. He has also provided pro bono advice to nonprofit organizations on tax-exempt issues.


Representative Private Equity and Strategic M&A Transactions

  • Represented Audax Group in connection with numerous acquisitions and dispositions, recently including its acquisitions of DISA Global Solutions, a tech-enabled provider of employee screening, compliance, and workplace health & safety solutions; Mosaic Dental Collective, a leading dental services organization (DSO) supporting affiliated dental offices; Medi-Weightloss, an operator of physician-supervised weight-loss and wellness clinics; Rensa Filtration, an operator of an investment holding company focused on commercial and industrial air filtration systems; Monarch Landscape Companies, a provider of commercial landscaping services; GCX Corporation, a manufacturer of healthcare-focused equipment mounting and mobility products; Stout, a leading global investment bank and advisory firm; and its sales of Imperial Dade, a distributor of disposable food service and supplies and Smart Care Equipment Solutions, a provider of comprehensive commercial kitchen equipment repair and maintenance services.
  • Represented Advent International in its acquisition of a majority equity stake in Walmart Brazil.
  • Represented Advent International in the sale of a majority stake in Grupo CRM, a premium chocolate player in Brazil, to Nestlé.
  • Represented Advent International in the sale of Grupo BIG to Carrefour in a transaction valuing Grupo BIG at an enterprise value of R$7.0bn.
  • Represented Bain Capital in its acquisition of TI Automotive, a leading provider of fluid storage, carrying, and delivery systems to automotive manufacturers.
  • Represented Bain Capital Double Impact, the impact investing strategy of Bain Capital, in the sale of its portfolio company HealthDrive to a private investment firm.
  • Represented TPG on its acquisition from Actavis plc of Actavis’ Aptalis Pharmaceutical Technologies (Pharmatech) business, a leading pharmaceutical research and development and manufacturing company.
  • Represented Johnson & Johnson’s medical device and medtech businesses, DePuy Synthes in its acquisition of a medical device company.
  • Represented The TJX Companies Inc., the leading off-price retailer of apparel and home fashions in the United States and worldwide, in its acquisition of Trade Secret, an off-price retailer with 35 stores in Australia.
  • Represented American Industrial Partners in its $1.2 billion acquisition of the Arrium Group's Mining Consumables Division (Moly-Cop), an Australia-based producer of forges steel grinding media used in the processing of copper, gold and other minerals.
  • Represented Altamont Capital Partners in its acquisition of Service Minds, a provider of electrical, plumbing and HVAC services.
  • Represented Berkshire Partners in its equity investments in Implus Corporation, a provider of various brands of footwear, fitness, and recreational accessories and Curriculum Associates, a provider of research-based print and online instructional materials, screens and assessments, and data management tools for educators.
  • Represented Emcor Group in its $205 million acquisition of Ardent Services and Rabalais Constructors.
  • Represented H.I.G. Capital and its portfolio company, packaged ice producer and distributor Arctic Glacier, in the sale of Arctic Glacier to Carlyle Global Partners.
  • Represented Marquee Brands LLC in its acquisition of Body Glove, the California-based outdoor sports and surf brand.
  • Represented Genstar Capital in its acquisition of ConnectiveRx, a leading provider of technology-enabled biopharmaceutical services.
  • Represented Gauge Capital in its acquisition of SAGO, a leading provider of marketing research and data solutions.
  • Represented GHO Capital Partners on its acquisition of a majority stake in Envision Pharma Group, a leading technology-enabled scientific communications company.
  • Represented Martignetti Companies on its acquisition of privately held Hartley & Parker, a Connecticut family-owned liquor distribution company.

Representative Capital Market Matters

  • Represented Sports Entertainment Acquisition Corp., a publicly traded special purpose acquisition company, in its business combination with SGHC Limited, the parent company of Betway, to create a global gaming company listed on the NYSE.
  • Represented Osmotica Pharmaceuticals plc, a portfolio company of Avista Capital Partners, in its $68 million initial public offering and private placement and various follow-on offerings raising over $100 million.
  • Represented Hutchison China MediTech (Chi-Med), a China-based health care group and one of the largest biotech companies in Asia, in its $101 million U.S. IPO and listing on NASDAQ.
  • Represented The Michaels Companies, Inc., a portfolio company of Bain Capital and The Blackstone Group, in two secondary offerings.

Representative Asset Management and Other Matters

  • Represented B Capital Group in connection with various fund formation matters.
  • Represented Bain Capital Credit in connection with various CLO matters.

Areas of Practice