Tom Reems

Mergers & Acquisitions and Private Equity

• Represented Goldman, Sachs & Co. in an investment in a specialty medical manufacturing company.
• Represented Chartis U.S., Inc. in the acquisition of Service Net Warranty, LLC for an undisclosed amount.
• Represented a software company in the acquisition of existing software for the education sector.
• Represented Allied Capital Corporation in the sale of Mercury Air Centers for US$427 million.
• Represented Danaher Corporation in the acquisition of a wireless security company.
• Represented Goldman, Sachs & Co. in a private equity investment in a solar power company.
• Represented National Grid plc in the acquisition of the New England Electrical System for US$3.2 billion.
• Represented Columbia Energy Group in the sale of a power generation plant portfolio.
• Represented National Grid plc in the acquisition of Niagara Mohawk Power for US$3.0 billion.
• Represented Goldman, Sachs & Co. in a private equity investment in a medical services company.
• Represented Emera, Inc., a Canadian utility company, in the acquisition of Bangor Hydro Electric Company.
• Represented Imperial Capital, a Canadian private equity fund, in the acquisition of a medical services company.
• Represented Duke Energy in the purchase of four electric generation facilities.
• Represented Caltius Capital in a private equity investment in a clinical trial research company.
• Represented Auxell GmbH and other investors in the acquisition of a silicon wafer reclamation business.
• Represented Columbia Energy Group in its merger with NiSource Inc. in which Columbia was valued at US$6 billion.
• Represented a private equity fund in the sale of a specialty marketing company for US$1.0 billion.
• Represented an international lobbying and policy firm in a private equity investment by Lake Capital.
• Represented Allied Capital Corporation in the sale of STS Operating, Inc., an international hardware manufacturing company, for US$94 million.
• Advised an investor with respect to the secondary purchase of equity interests of a US toll road operator.
• Advised an investor in connection with the secondary purchase of debt of a toll road operator.
• Advised a pension plan in connection with the investment in a toll road.
• Advised a developer regarding the acquisition of a US windfarm and solar power generation project.
• Represented Columbia Energy Group in the sale of a power generation plant portfolio.
• Represented Duke Energy in the purchase of four electric generation facilities.
• Represented Rochester Gas and Electric Corporation in the sale of a nuclear generation station.
• Represented a group of companies in a recapitalization and restructuring of their firms.

Financing Transactions

• Represent a venture capital fund in developing a customer lease finance solution for Powerhouse Dynamics, Inc., a provider of energy efficiency equipment for restaurants.
• Represented a lender in providing a US$23 million mezzanine loan facility to a vaccine manufacturer.
• Represented a lender in providing a secured revolving and term loan credit facility to a hospice service provider.
• Represented a lender in providing a complex syndicated US$87 million credit facility to an international borrower that included US dollar-denominated secured revolving and term loans and euro-denominated term loans to separate borrowing groups in several countries.
• Represent Bright Automotive in connection with its negotiations of a loan from the U.S. Department of Energy.
• Represented a lender in providing a US$65 million secured revolving and term loan credit facility to an energy demand management company.
• Represented a lender in providing a secured US$12.5 million credit facility with a U.K. revolver and a US term loan to an international hygiene solutions company.
• Represented a lender in providing a US$15 million mezzanine term loan facility to an entertainment company.
• Represented a lender in an international financing transaction providing a uni-tranche US$43 million credit facility with a revolver, term loan and acquisition line to a professional education and compliance software company with foreign subsidiaries.
• Represented a lender in providing a US$15 million unsecured mezzanine financing facility to a manufacturer of molded polyethylene tanks.
• Represented a cosmetics manufacturer in connection with the restructuring of its secured term and unsecured mezzanine credit facilities.
• Advised a lender in connection with a US$56 million credit facility for a window blind part manufacturer that included a revolver, term loan “a”, term loan “b” and subordinated loan.
• Advised a lender on the restructuring of an existing loan into US$34 million of layered senior and mezzanine loans.
• Represented a lender in connection with a US$180 mezzanine loan to a specialty marketing company.
• Advised a lender on restructuring an existing loan into a new credit product featuring a “first-out” and “last-out” tranche and intercreditor subordination.
• Advised international venture debt lenders providing financing to a US remote sensor company.
• Represented a lender in a US$23 million subordinated unsecured term loan facility with an international medical and vaccine development company with operations in the US and South America.
• Represented a silicon wafer company in the restructuring of its revolving, term and acquisition loan credit facility.
• Advised a lender in connection with the issuance of US$60 million in mezzanine financing.
• Advised a lender in making a US$43 million uni-tranche loan with senior and junior components and an acquisition line.
• Represented a Canadian and US company in an international lending transaction with a US bank for a US$25 million revolving and term loan credit facility.
• Represented an international energy company in the restructuring of its financing and operations.
• Represented a secured US lender in the restructuring of a loan and equity investment in a European manufacturer.

Infrastructure

• Represent the government of Cameroon in the US$4.7 billion development of an iron ore mine, a railway and mineral terminal.
• Represent the government of Cameroon in the development of a bauxite mine and alumina refinery.
• Represent a manufacturing company in the development of a gas-fired cogeneration facility in the US.
• Represent a solar power developer in the development of a series of rooftop solar installations.
• Represented a project company in the development and financing of a generation facility.
• Represent the developer of a new airport terminal and related infrastructure.

Venture Capital Investments

• Represented Goldman, Sachs & Co. in an investment in an energy storage company and subsequent bridge financings and follow-on investments.
• Represented Novus Energy in the acquisition of preferred stock of a German battery technology company.
• Represented Novus Energy in a venture capital investment in Think Global AS, a Norwegian electric car manufacturer.
• Represented Novus Energy, Passport Capital, DTE Energy Ventures and Capricorn Investment Group in a venture capital investment in QD Vision, Inc., a quantum dot manufacturer.
• Represented Bain Capital in a venture capital investment in VMTurbo, Inc.
• Represented Novus Energy in an acquisition of preferred equity in a specialty chemical manufacturer.
• Represented a fund in a venture capital investment in Blu Homes, Inc., a green home developer.
• Represented a fund in a venture capital investment in NexSteppe, Inc., a sustainable chemical feedstock developer.
• Represented a fund in a venture capital investment in Simple Energy, Inc., an energy demand management company.
• Represent a fund in a venture capital investment in a special purpose real estate redevelopment fund.
• Represent a fund in a venture capital investment in a renewable project development company.
• Represent a fund in a venture capital investment in a fleet vehicle strategy company.