Duane Morris LLPPartner

Thomas G. Spencer

About Thomas G. Spencer

Thomas G. Spencer is a lawyer practicing corporate law, securities law, mergers and acquisitions and 2 other areas of law. Thomas received a A.B. degree from Dartmouth College in 1981, and has been licensed for 41 years. Thomas practices at Duane Morris LLP in Philadelphia, PA.

Awards

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Services

Areas of Law

  • Corporate Law
  • Other 4
    • Securities Law
    • Mergers and Acquisitions
    • Antitrust Law
    • Securities & Investment Fraud

Practice Details

  • Firm Information
    Position
    Partner
    Firm Name
    Duane Morris LLP
  • Representative Cases & Transactions
    Cases
    Representative Matters: 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
    Puerto Rico.
    Advised Boyd Gaming Corporation (NYSE: BYD), a U.S. gaming
    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
    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
    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
    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
    other key players,
    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,
    two affiliated entities.
    Represented Clarion Capital Partners
    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
    /or trusts for their benefit of numerous partnerships, limited liability companies
    corporations.
    Represented Data Systems Analysts, Inc., a provider of information technology
    consulting solutions
    services to government customers, in the acquisition of the membership interests of Project Performance Company, LLC.
    Represented Clarion Capital Partners
    HROI in the acquisition of the outst
    ing 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.
    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
    motion control products in acquisition of two complementary businesses.
    Represented manufacturer of food
    beverage flavorings in the sale of its Brazilian subsidiary.
    Represented shareholders of Resco Products, Inc., a manufacturer of refractory
    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
    medical devices to biopharmaceutical
    healthcare organizations in connection with a $150 million universal shelf registration statement filed with the U.S. Securities
    Exchange Commission.
    Represented a manufacturer of electrical power storage systems
    power supply products in a $52.5 million private placement of convertible senior notes
    $75 million 144A senior note offering.
    Represented Resco Products, Inc. in its acquisition of two manufacturing plants
    various other intellectual property, inventory
    other assets in a transaction valued at approximately $35 million pursuant to an FTC-m
    ated divestiture
    transaction included both senior debt
    subordinated debt financing.
    Represented a manufacturer of disposable foodservice
    specialty chemical products, in a private placement of $25 million series A preferred stock
    warrants, a $70 million 144A high yield senior secured floating rate note offering
    subsequent registered exchange offer, a $100 million 144A senior note offering
    subsequent registered exchange offer
    a $60 million 144A senior note offering
    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
    equity placements to capitalize a document-storage
    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
    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
    private placements of limited partnership units to fund the purchase of real estate
    the construction
    operation of two 18-hole championship golf courses.

Experience

  • Bar Admission & Memberships
    Admissions
    1985, Pennsylvania
    Memberships

    Professional Activities

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

  • Education & Certifications
    Law School
    Villanova University School of Law
    Class of 1985
    J.D.
    magna cum laude

    Villanova University School of Law
    Class of 1985
    J.D.
    1985 Editor-in-Chief

    Villanova University School of Law
    Class of 1985
    J.D.
    Villanova Law Review

    Villanova University School of Law
    Class of 1985
    J.D.
    Order of the Coif
    Other Education
    Dartmouth College
    Class of 1981
    A.B.

    Villanova University School of Law
    magna cum laude

    Villanova University School of Law
    1985 Editor-in-Chief

    Villanova University School of Law
    Villanova Law Review

    Villanova University School of Law
    Order of the Coif
  • Personal Details & History
    Age
    Born in 1959
    Abington, Pennsylvania, September 11, 1959

Thomas G. Spencer

Partner at Duane Morris LLP
Not yet reviewed

30 South 17th StreetPhiladelphia, PA 19103U.S.A.

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