Thomas G. Spencer primarily practices in the areas of corporate, capital markets and mergers and acquisitions. Mr. Spencer's capital markets practice focuses primarily on the representation of issuers of securities in public offerings and private placements and advising public companies with respect to their reporting and other obligations under Sarbanes-Oxley, the Securities Act of 1933, the Securities Exchange Act of 1934 and comparable state laws.
Mr. Spencer represents both buyers and sellers of assets, stock and other business interests in a range of merger, acquisition and other business combination transactions. He advises clients on both the contractual aspects of these transactions as well as any related securities law implications. He also advises clients with respect to and prepares any necessary Hart-Scott-Rodino premerger notification filings in connection with these transactions.
As a corporate lawyer, he advises a broad range of both public and private business entities in a wide variety of matters, including corporate or partnership governance and fiduciary duty issues, particularly under Pennsylvania and Delaware business laws, and an array of contractual and other business law issues. Mr. Spencer also advises closely held businesses with respect to planning and succession matters, including appropriate shareholder and similar agreements.
Mr. Spencer represents clients across a number of industries, including manufacturing companies, professional service firms including architectural and engineering firms, medical device companies, distributors and software development and technology consulting firms.
Areas of Practice
- Corporate Law
- Securities Law
- Mergers and Acquisitions
- Antitrust Law
Represented StoneMor Inc. in its sale of $400 million in senior secured notes to Jefferies LLC as initial purchaser in a Rule 144A private placement transaction; the notes were guaranteed by more than 125 StoneMor subsidiaries operating in 24 states and Puerto Rico.
- Advised Boyd Gaming Corporation (NYSE: BYD), a U.S. gaming and hospitality company based in Paradise, Nevada, in connection with its approximately $285 million acquisition of Valley Forge Casino Resort.
- Represented the owners of two reinsurance agencies in the sale of membership interests in IOA Re, LLC and its affiliated company, Insurance Resources & Auditing Services, LLC – which entailed the conversion of two Delaware corporations into Delaware limited liability companies, the formation of two new Delaware corporations as holding companies to own the membership interests in the converted limited liability companies and then the sale of those LLC interests by the two newly formed holding companies to the buyer.
- Represented Clarion Capital Partners, a New York private equity firm, in the capitalization of a new entity, which purchased 100% of the capital stock of Premiere Digital Services, Inc., a digital media services and software company based in Los Angeles; transaction also included tax-free rollover of certain proceeds from certain sellers, new equity investments in purchaser by Clarion’s lenders and other key players, and various issues surrounding the Clarion fund’s status as a venture capital operating company.
- Represented EwingCole, Inc. in the acquisition of the assets of BBH Design, P.A., a North Carolina architecture firm, and two affiliated entities.
- Represented Clarion Capital Partners and its portfolio company, HR Outsourcing Holdings, Inc. (“HROI”), a professional employer organization based in Atlanta, Georgia, in the acquisition of HROI by Paychex, Inc.
- Represented a high net worth individual in connection with restructuring the ownership by him, his family members and/or trusts for their benefit of numerous partnerships, limited liability companies and corporations.
- Represented Data Systems Analysts, Inc., a provider of information technology and consulting solutions and services to government customers, in the acquisition of the membership interests of Project Performance Company, LLC.
- Represented Clarion Capital Partners and HROI in the acquisition of the outstanding capital stock of Fortune Financial, Inc., another professional employer organization based in Tampa, Florida, as well as the related financing transaction.
- Represented Ludwig Bohler in the sale of his interests in Bohler Engineering, P.C. and a series of affiliated entities to employees who collectively owned most of the interests in the acquired entities not previously owned directly or indirectly by Mr. Bohler.
- Represented Data Systems Analysts, Inc. in the acquisition of the federal government information technology assets of Symbolic Systems, Inc.
- Represented manufacturer of fluid power, automation and motion control products in acquisition of two complementary businesses.
- Represented manufacturer of food and beverage flavorings in the sale of its Brazilian subsidiary.
- Represented shareholders of Resco Products, Inc., a manufacturer of refractory and mineral products, in two separate sales of the company to private equity firms.
- Represented KlingStubbins, Inc. in its acquisition by Jacobs Engineering Group, Inc.
- Represented API Technologies Corp. in its $270 million acquisition of Spectrum Control, Inc.
- Represented a global provider of services and medical devices to biopharmaceutical and healthcare organizations in connection with a $150 million universal shelf registration statement filed with the U.S. Securities and Exchange Commission.
- Represented a manufacturer of electrical power storage systems and power supply products in a $52.5 million private placement of convertible senior notes and $75 million 144A senior note offering.
- Represented Resco Products, Inc. in its acquisition of two manufacturing plants and various other intellectual property, inventory and other assets in a transaction valued at approximately $35 million pursuant to an FTC-mandated divestiture; transaction included both senior debt and subordinated debt financing.
- Represented a manufacturer of disposable foodservice and specialty chemical products, in a private placement of $25 million series A preferred stock and warrants, a $70 million 144A high yield senior secured floating rate note offering and subsequent registered exchange offer, a $100 million 144A senior note offering and subsequent registered exchange offer and a $60 million 144A senior note offering and registered exchange offer.
- Represented private investors in the sale of partnership interests in regional shopping malls to Simon Property Group for more than $70 million.
- Represented a venture capital firm in $21 million debt and equity placements to capitalize a document-storage and information-management company.
- Represented a management group in a buyout structured as a recapitalization of Resco Products, Inc. in a transaction valued at approximately $30 million.
- Represented a private equity firm in its acquisition of a Pennsylvania public company in a tender-offer and cash-merger transaction valued at over $250 million.
- Represented the independent committee of the board of directors of Roy F. Weston Inc. in a going-private transaction with a value of approximately $66 million that included control premium for holders of a class of non-publicly traded common stock.
- Represented a private golf club in connection with its organization and private placements of limited partnership units to fund the purchase of real estate and the construction and operation of two 18-hole championship golf courses.
- Villanova University Charles Widger School of Law, J.D., magna cum laude, 1985
- Editor-in-Chief, Villanova Law Review
- Order of the Coif
- Dartmouth College, A.B., 1981
- Duane Morris LLP
- Partner, 1995-present
- Associate, 1985-1994
- Association for Corporate Growth, Philadelphia Chapter
- American Bar Association
- Business Law Section
- Antitrust Law Section
Honors and Awards
- AV Preeminent® Peer Review Rated by Martindale-Hubbell®
Civic and Charitable Activities
Independence Historical Trust (formerly known as Friends of Independence National Historical Park)
- Member of Governing Board, 2013-present
- Secretary, 2014-present
Montgomery County Behavioral Health/Developmental Disabilities Board
- Member, 2004-2012
- President, 2009-2010
- Vice President, 2007-2009
- David T. Horn, Jr. Scholarship Fund
- Member, Board of Directors, 2008-present
- Secretary, 2008-present
- Special Olympics of Montgomery County - Volunteer, 2006-present
- Villanova University School of Law
- Duane Morris LLP Firm Representative, Annual Law Firm Giving Program, 2004-2009
- Philadelphia Campaign Committee, "Campaign for Villanova Law" Capital Campaign, 2006-2007
- Contributor, Duane Morris Capital Markets Blog
- Co-author, "Tip for Investors: Don't Lock Out Unionized Targets," The Corporate Counselor, June 2015
Selected Speaking Engagements
- "MD&A Interpretive Release and Selected Disclosure Topics," SEC "Hot Topics" Institute, Philadelphia, Pennsylvania, June 15, 2005
- "Complying with the SEC's Attorney Conduct Rules Under Sarbanes-Oxley Act," Pennsylvania Bar Institute, Philadelphia, Pennsylvania, June 26, 2003
- "Insurance Issues Arising out of Mergers and Acquisitions," The Pennsylvania Business Lawyers' Institute, Philadelphia, Pennsylvania, November 28 and 29, 2001
- "Limited Liability Companies," Pennsylvania Bar Institute Commercial Documents Series Program on Organizational Documents, Philadelphia, Pennsylvania, February 2, 2001
- "Mergers and Acquisitions Insurance: Keys to Success in a Changing Environment," Philadelphia Chapter of the Association for Corporate Growth, Philadelphia, Pennsylvania, May 27, 1999
- "Case Studies: Going Public," Meeting of the Delaware Entrepreneurs' Forum, Wilmington, Delaware, March 1996