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

Representative Matters

  • Represented Clarion Capital Partners and its portfolio company, HR Outsourcing Holdings, Inc., a professional employer organization based in Atlanta, Georgia, 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 manufacturer of fluid power, automation and motion control products in acquisition of two complementary businesses.
  • Represented manufacturer of food and beverage flavorings in sale of 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 acquisition by Jacobs Engineering Group, Inc.
  • Represented API Technologies Corp. in $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.
  • Represented a manufacturer of electrical power storage systems and power supply products in $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 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 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 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.

Admissions

  • Pennsylvania

Education

  • Villanova University School of Law, J.D., magna cum laude, 1985
    - Editor-in-Chief, Villanova Law Review
    - Order of the Coif
  • Dartmouth College, A.B., 1981

Experience

  • Duane Morris LLP
    - Partner, 1995-present
    - Associate, 1985-1994

Professional Activities

  • Association for Corporate Growth, Philadelphia Chapter
  • American Bar Association
    - Business Law Section
    - Antitrust Law Section
  • Philadelphia Bar Association

Honors and Awards

Civic and Charitable Activities

  • Montgomery County Behavioral Health/Developmental Disabilities Board
    - Member, 2004-present
    - 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

Selected Publications

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