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Professionals The Team Behind the Results

Marrion_Thomas

Thomas S. Marrion

Partner Hartford

Tom Marrion co-chairs Hinckley Allen’s Corporate & Business group. Tom practices in the areas of health care, corporate and business law, and commercial and public finance. He serves as general counsel to privately-owned businesses and non-profit organizations in industries including health care, manufacturing, retail, higher education, and professional services. Tom also represents clients in a wide variety of transactions, including mergers and acquisitions, commercial and industrial loans and tax-exempt financings. He has extensive experience representing and advising health care providers in general corporate matters as well as financings, affiliations, and mergers and acquisitions. Tom is an Adjunct Professor at the University of Connecticut School of Law, where he has taught since 1992, and he has written and lectured extensively on health law, public finance and business law topics.

Tom is a trusted advisor to the chief legal officer of a major sports network, focusing on inquiries related to mergers, acquisitions, and other strategic initiatives. He also advises the International Tennis Hall of Fame on a wide variety of issues. His other experience includes significant involvement in motorsports, representing a NASCAR Cup racing team and the owner of a race track in central New York, and effectively managing contract negotiations and complex disputes for a custom cycling clothing company.

Tom served on Hinckley Allen’s Executive Committee from 2008 to 2020.

Experience

Corporate & Business

Mergers & Acquisitions

  • University of Bridgeport/Goodwin University
    Lead counsel for University of Bridgeport in the transfer of its educational programs and assets to a subsidiary of Goodwin University. The transaction involved multiple regulatory and accreditation approvals, restructuring of the client’s secured debt, negotiation of the terms of an asset purchase agreement, and the transfer of multiple parcels of real estate.
  • Trinity Health of New England/Saint Francis Hospital and Medical Center
    Lead counsel for Saint Francis Hospital and Medical Center in its acquisition by Trinity Health Corporation; lead counsel for Trinity Health of New England in its acquisitions of Saint Mary’s Hospital and Johnson Memorial Hospital.
  • Purchase of Access Technologies Business
    Representation of a Fortune 500 company in the purchase of a provider of door service and installation to office, retail and commercial buildings in New York and New Jersey. The acquired business provides a revolving door maintenance program, offers architectural designs, and provides speed and other electronic controls.
  • Sale of Door Manufacturing Business
    Representation of a Fortune 500 company in sale of a door manufacturing business with manufacturing facilities in several states. The sale involved extensive negotiation of the terms of an asset purchase agreement, documents governing the secured purchase money financing for a portion of the purchase price, and intercreditor agreements with the purchaser’s senior lender.
  • Purchase of Marine Construction Company
    Representation of a Connecticut construction company in connection with the purchase of the stock of a marine construction company. The transaction included extensive due diligence and negotiations regarding union collective bargaining agreements, tax obligations, environmental liabilities and responsibilities (including post-closing investigation and remediation), and the terms of the purchase, including third-party financing of a portion of the purchase price and seller financing for an additional portion of the purchase price.
  • Purchase of Mass Spectrometry Manufacturing Business
    Representation of an international manufacturing company in the purchase of a mass spectrometry business with facilities in Pennsylvania and Texas. The transaction involved extensive due diligence and negotiations with respect to intellectual property, third-party contracts, and environmental issues, as well as non-competition and employment matters.
  • Purchase of Alcoholic Beverage Distributorship Business
    Representation of a Connecticut alcoholic beverage distributor in the purchase of the stock of a competing business. The transaction included substantial due diligence and communication with the State of Connecticut Department of Liquor Control concerning alcoholic beverage licensing issues. Following the closing, we represented our client in a successful arbitration concerning adjustment of the purchase price.
  • Purchase of Pharmaceutical Compounding Business
    Representation of the purchaser of a pharmaceutical compounding business. The transaction included extensive negotiations regarding the continued employment of principals of the purchased business and the terms of non-competition and non-solicitation agreements.
  • Sale of Medical Imaging Business
    Representation of the seller of medical imaging centers in Connecticut and Delaware, including negotiations regarding the assumption or termination of existing employment and lease agreements, assumption of liabilities, and seller indemnification for pre-closing business operations.

Health Care

  • Sale of Behavioral Health Hospital and Outpatient Business
    Representation of a nonprofit regional health system in the sale of a behavioral health hospital and related outpatient business to a for-profit provider. The sale involved extensive negotiation of the terms of an asset purchase agreement and a real estate purchase and sale agreement, multiple regulatory approvals, union negotiations, and documents governing the secured purchase money financing for a portion of the purchase price.
  • Radiology Joint Venture
    Representation of a tertiary care hospital in the negotiation and consummation of a joint venture with a major radiology practice. The joint venture will operate at least one imaging center and expects to develop multiple additional imaging centers.
  • Baskets of Care Program
    Hinckley Allen represented a major tertiary care hospital in the development of a “baskets of care” program with a group of orthopedic surgeons and anesthesiologists. This innovative program, one of the first in the country, involves the development of clinically integrated total joint replacement surgery packages including orthopedic surgery, anesthesiology services, post-operative inpatient care, inpatient facilities and related inpatient care, and administrative services, all for a fixed fee. This arrangement creates opportunities for such health care providers to cooperate and innovate in connection with the development of improvements in health care quality and reduction of costs, such as the development and implementation of consistent clinical protocols, obtaining quality improvements and good clinical outcomes, enhancement of operational efficiencies and cost savings, sharing of financial risks relating to provision of care, increased patient satisfaction, and performance review and improvement.
  • Ambulatory Surgery Center Joint Venture
    Representation of a tertiary care hospital in the development of an ambulatory surgery center and the negotiation and consummation of a joint venture to operate the surgery center. The transaction involved regulatory and land use approvals as well as extensive negotiation of the terms of ownership of the surgery center and the underlying real estate.
  • Hinckley Allen has advised clients on a number of hospital/physician joint ventures, including several involving development of and investment in ambulatory surgery centers.
  • Hinckley Allen has advised both hospitals and clients on legal and regulatory considerations surrounding physician-owned medical device distributorships, including issues relating to recent enforcement actions and legislative and regulatory developments.

Public Finance

  • Bond Counsel
    Bond counsel in public offerings and direct purchases in numerous transactions involving colleges and universities, nursing homes and other senior living facilities, hospitals and health care systems, and independent schools.
  • Borrower Counsel
    Borrower’s counsel in public offerings and direct purchases in numerous transactions involving colleges and universities, nursing homes and other senior living facilities, hospitals and health care systems, and independent schools.
  • Underwriter Counsel
    Underwriter’s counsel in public offerings in numerous transactions involving governmental general obligation bonds and private activity bonds financing the activities of nursing homes, other senior living facilities, and independent schools.
  • Bank Counsel
    Bank’s counsel in direct purchases in numerous transactions involving colleges and universities, nursing homes and other senior living facilities, hospitals and health care systems, and independent schools.

Commercial Finance

  • $500,000,000 Line of Credit to Food Service Company
    Representation of one of the nation’s largest banks in a $500,000,000 line of credit to one of the largest processors of fruits and vegetables in the United States. The financing involved negotiation of multiple documents, including a loan and security agreement, and extensive due diligence concerning the borrower’s assets.
  • $100,000,000 Loans to Tile and Stone Installation Materials Manufacturer
    Representation of a large regional bank in a transaction involving mortgage financing and a revolving line of credit to a leading manufacturer of construction solutions, including tile, stone and masonry. The transaction involved the financing of facilities in multiple states.
  • $16,000,000 Asset-Based Loans to Electronics and Appliance Retailer
    Represented the asset-based lending division of one of the nation’s largest banks in a series of loans totaling $16,000,000 to a major northeast electronics and appliance retailer, including a revolving line of credit, a term loan, a letter of credit facility, and an employee stock option plan (ESOP) loan. The transactions involved extensive negotiations with floor plan financers, development of detailed financial covenants and borrowing base mechanisms, review of the borrower’s ESOP, and analysis of the legal requirements for structuring of the ESOP loan so as to afford the borrower the intended tax benefits of the ESOP loan structure.
  • $23,000,000 Loan to Food Manufacturing and Distribution Companies
    Represented an asset-based lender in loans totaling $23,000,000 to three affiliated food manufacturing and distribution companies with facilities in New York. The transaction involved development of detailed borrowing base mechanisms and financial covenants and negotiations with the lessors of the borrower’s multiple facilities.
  • $23,750,000 Loan to Steel Manufacturing Company
    Represented the United States subsidiary of a German steel manufacturer in a $23,750,000 financing by a regional bank. The financing included an asset-based revolving line of credit, a term loan, an equipment loan, and a fixed asset line of credit. The transaction involved extensive negotiation of financial covenants and detailed analysis of intellectual property (patents and trademarks) that constituted a portion of the collateral for the borrower’s obligations.
  • $16,000,000 Loan to Continuing Care Retirement Facility
    Represented the owner of a continuing care retirement facility in a series of secured loans totaling $16,000,000 from a national financial services company. The financing included two revolving lines of credit and a term loan. The transaction included a mortgage on the facility, involved extensive negotiation of financial covenants and other business terms, and required a detailed analysis of the borrower’s governmental licenses and permits and of title and environmental issues.

Credentials

Work Experience

  • Hinckley Allen
    • Co-Chair, Corporate & Business Department (2022-Present)
    • Executive Committee Member (2008-2020)
    • Partner (2008-Present)
  • University of Connecticut School of Law
    • Adjunct Professor (1992-Present)
  • Tyler Cooper & Alcorn, LLP
    • Partner (1987-2008)
  • United States Bankruptcy Court, District of Connecticut, Honorable Robert L. Krechevsky
    • Clerkship (1985-1987)

Honors & Awards

  • Best Lawyers in America® (2007-2024)
    • Lawyer of the Year (2018, 2021, 2022)
    • Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
    • Corporate Law
    • Health Care Law
    • Mergers and Acquisitions Law
    • Public Finance Law
  • Central Area Health Education Center, Community Service Award (2010)
  • Hartford Magazine, “Greater Hartford’s Top Attorneys” (2011) Recognized in the Business & Corporate category
  • Martindale-Hubbell® AV Peer Review Rating, Recipient

Charitable & Civic Involvement

  • Bolton Community Education Foundation
    • Board of Directors (2009-2013)
    • Vice Chairman
  • Bushnell Performing Arts Center, Member, Board of Ambassadors
  • Connecticut Bar Foundation, James W. Cooper Fellow

Professional Affiliations

  • American Bankruptcy Institute
  • American Health Lawyers Association
  • Connecticut Bar Association
  • Connecticut Hospital Association
  • National Association of Bond Lawyers

Bar Memberships

  • Connecticut, 1985
  • United States District Court for the District of Connecticut, 1985

Newsroom

Publication

Corporate & Business Transactions Report — 2023

We represent buyers, sellers, and investors — including middle-market and family-owned companies — on their most important business transactions. Our professionals bring a critical combination of experience, practicality, and a deep understanding of ma…

Publication

Corporate & Business Transaction Report - 2022

See how we drove results for our clients in 2022 across a variety of industries.

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Firm News

Hinckley Allen Attorneys Named in Best Lawyers in America® 2024

A multitude of Hinckley Allen attorneys are recognized in their respective practice areas in Best Lawyers® 2024 edition of The Best Lawyers in America®. In addition, 11 Hinckley Allen attorneys were named in the “Lawyers of the Year” category, as wel…

Firm News

67 Hinckley Allen Attorneys Recognized by Best Lawyers in America® 2023

Hinckley Allen is pleased to announce that 67 attorneys are recognized in the 2023 edition of The Best Lawyers in America®, including 5 “Lawyers of the Year.” Best Lawyers® has also recognized 24 Hinckley Allen attorneys in their “Ones to Watch” …

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Case Study

Preserving a University’s Legacy and Mission

An increasing number of colleges and universities are struggling with declining student enrollment, decreased government funding, and increased competition and costs. The team at Hinckley Allen assists higher education clients in finding creative solutions…

Case Study

Trinity Health Hospital Acquisition Transactions

Over the course of three years, Hinckley Allen successfully completed three major hospital acquisitions involving Trinity Health, a not-for-profit Catholic health system. The Firm represented Saint Francis Hospital and Medical Center in connection with its…

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Events

Past Event

WEBINAR: School Reopenings–Risk Management for New England Colleges and Boarding Schools

May 27, 2020

Join Hinckley Allen on Wednesday, May 27, 2020 as our experts help New England colleges and boarding schools reopen safely.We want to hear from you! Please click here to submit a question in advance to be read by our presenters and discussed during the web…

Past Event

CBIA Conference - Hiring for Today's Workplace

April 29, 2015

Finding talent today is a challenge that is evolving faster than ever. With advances in technology, businesses have moved beyond electronic job postings into a world of web tools and talent analytics -- big data -- in the recruitment arena. This half-day p…