Thomas S. Marrion

Corporate & Business

Mergers & Acquisitions

• Milford Regional Medical Center
  Represented Milford Regional Medical Center in its strategic affiliation with UMass Memorial Health, guiding the integration of 2,500 employees while ensuring compliance with nonprofit and healthcare regulations and maintaining both organizations’ tax-exempt status and governance structures.

• 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.
  • $63,300,000 Commercial Property-Assessed Clean Energy Financing
    Advised Counterpointe Sustainable Real Estate on a $63.3 million commercial property-assessed clean energy financing, a structure designed for energy efficiency, renewable energy, and resiliency upgrade projects, for a mixed-use development in Darien, CT.

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® (2007-2026)
  • Lawyer of the Year (2018, 2021, 2022, 2025-2026)
  • Bankruptcy and Creditor Debtor Rights / Insolvency and Reorganization Law
  • Corporate Law
  • Health Care Law
  • Mergers and Acquisitions 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