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, 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 serves on Hinckley Allen’s Executive Committee.
Corporate & Business
MERGERS & ACQUISITIONS
- 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 Medical Practice
Representation of a group of family physicians in the purchase of an internal medicine practice. The physicians had been employees of the practice, which would otherwise have disbanded because of financial pressures. The negotiations involved the owners of the practice, a secured lender whose loan was in default, and the owner of the building where the medical offices were located. We successfully negotiated the terms of the purchase agreement with the selling owners, modified the terms of the existing lease, and participated in the structuring of an arrangement with the secured lender under which the physicians were able to purchase the assets of the practice free of the secured lender’s lien.
- 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.
- 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.
- Hinckley Allen represents a major Connecticut hospital in its ongoing process of affiliation with another Connecticut hospital. Under the affiliation arrangement, our client will provide financial support to its affiliation partner and the two hospitals will work together on clinical integration and review opportunities for business development, growth, and process improvement.
- 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.
- $16,090,000 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 $16,090,000 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.
- $10,000,000 Construction Loan to Real Estate Developer
Represented a regional bank in a $10,000,000 construction-to-permanent loan to the owner and developer of a mixed-use development in Hartford, Connecticut. The financing involved development and negotiation of detailed terms governing construction advances, review and analysis of a redevelopment plan and redevelopment agreement with the City of Hartford, and extensive due diligence regarding existing and proposed leases of the development.
- $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.
- Sale of Downtown Office Building, Hartford, Connecticut
Represented an international financial services company in the sale of a major multi-tenant, mixed-use downtown office-retail building in Hartford, Connecticut to a regional real estate development company. The sale included an analysis of 25 leases, 22 service agreements, a 99-year ground lease and ground sublease, redevelopment plans and redevelopment agreements with the City of Hartford, multiple boundary line agreements, a tenant recognition agreement and easement, and over thirty easements, including air rights easements, support easements, footing easements, an emergency exit easement, a garage easement, a common driveway easement, an access lane easement, an overhang easement, tenant cross-easements, a retaining wall easement, utility easements, and a gangway rights easement. The sale also involved negotiations with all of the building’s tenants and service providers regarding estoppel certificates and consents to assignment of contracts.
- Purchase and Sale of Downtown Office Building, New Haven, Connecticut
Represented an international real estate development company in the purchase and subsequent sale of a downtown office building, New Haven, Connecticut. The purchase was part of the settlement of a lengthy lawsuit over development of the parcel on which the building was located. The property was subsequently sold to an international furniture retailer. The transactions involved extensive analysis of asbestos abatement and architectural preservation issues; a detailed review of contractual restrictions imposed pursuant to a land acquisition agreement with the City of New Haven; and analysis of numerous additional easements and restrictions.
- Sale and Leaseback of Manufacturing Facility
Represented a manufacturer of rigging and hydraulic systems for America’s Cup yachts in the sale and leaseback of its manufacturing facility. The transaction involved a detailed analysis of title and environmental issues, as well as extensive negotiation with the buyer, a regional real estate development company, of the purchase and sale and lease agreements, including issues concerning the relative rights and obligations of the tenant and landlord, maintenance obligations, and rights of termination.
- Sale of Multi-State Manufacturing Facilities
Represented a Fortune 500 manufacturing company in the sale of manufacturing facilities in one of its divisions, including the sale of three manufacturing facilities in Michigan and Ohio. The transaction involved detailed analysis of title, environmental, and business operational issues at all three facilities and extensive negotiation of the post-closing responsibilities of the buyer and seller with respect to environmental matters.
- Hinckley Allen
- Executive Committee Member
- 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® (2007-2019), Lawyer of the Year (2018) Recognized for Corporate Law and Health Care Law
- Connecticut Super Lawyers (2007-2012)
- 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, Vice Chairman, Board of Directors (2009-2013)
- Bushnell Performing Arts Center, Member, Board of Overseers
- Connecticut Bar Foundation, James W. Cooper Fellow
- Connecticut Health Council, Executive Committee
- American Bankruptcy Institute
- American Bar Association, Task Form on Forms Under Revised Article 9, Member
- American Health Lawyers Association
- Connecticut Bar Association: Executive Committee, Commercial Law and Bankruptcy Section (1994-Present)
- Connecticut Hospital Association
- Connecticut Medical Group Management Association
- National Association of Bond Lawyers
- Connecticut, 1985
- United States District Court, District of Connecticut, 1985
- Connecticut Business & Industry Association Conference on Hiring Practices: Panelist – “Hiring for Today’s Workplace” – April, 2015
- Bond Attorneys’ Workshop, National Association of Bond Lawyers: Panelist – “Interest
Rate Swaps” – October, 2012
- Bond Attorneys’ Workshop, National Association of Bond Lawyers: Panelist – “Interest Rate Swaps” and “Municipal Bankruptcy” – October, 2011
- Bond Attorney’s Workshop, National Association of Bond Lawyers: Panelist – “Interest Rate Swaps” – October, 2010
News & Insight
On August 15, 2018, the Securities and Exchange Commission (SEC) finalized and adopted amendments to Rule 15c2-12 of the Securities Exchange Act of 1934 (Rule 15c2-12), which proscribes certain notice requirements pertaining to obligations of state and loc…
The new Connecticut Uniform Limited Liability Company Act (the “New CT LLC Act”) will be taking effect July 1, 2017. The New CT LLC Act is based on the Uniform Limited Liability Company Act adopted by the Uniform Laws Commission and replaces the Connec…
The pace of change in today's healthcare industry has caused consolidation to become the "new normal" for many community hospitals and smaller health systems. Value-based payment, more informed patient-consumers, increasing costs of clinical personnel, tec…
Hinckley Allen is pleased to announce that Best Lawyers® has recognized 51 attorneys in the 2019 edition of The Best Lawyers in America®, including seven “Lawyers of the Year.” Only one lawyer in each specialty in each region is honored as a “La…
Hinckley, Allen & Snyder LLP is pleased to announce that Best Lawyers has recognized partners Noble F. Allen, Christine K. Bush, William S. Fish, Joel Lewin, Robin L. Main, Thomas S. Marrion, Gerald J. Petros, and David A.NOBLE F.
Noble F.Jomarie T.Robert J.James J.Leon C.John J.William W.Christine K.
Hinckley Allen recently represented Horst Engineering and Manufacturing Co. in its acquisition of Sterling Machine Company, Inc. of Lynn, MA, a world class aerospace manufacturer focused on providing parts and supplies for both commercial and military jet …
Hinckley Allen has provided general representation to a charter school management organization which operates 17 public charter schools in the states of Connecticut and New York. The firm assisted with expansion plans, purchase of schools and negotiation o…
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…