Thomas Ferguson is a partner in the Chicago office. He focuses his practice on mergers and acquisitions, equity and debt financings, commercial lending, and general corporate counseling.
Mr. Ferguson has extensive experience in mergers and acquisitions ranging from small asset acquisitions/dispositions to multi-million dollar transactions, including providing strategic counsel and conducting primary negotiations. He represents sellers and financial and strategic buyers. His experience includes representing management in connection with sales and reinvestments. Many of the asset acquisitions/dispositions include the purchase, sale or leasing of commercial real estate.
Mr. Ferguson also has a range of experience representing clients in connection with debt and equity financing, including representing issuers and investors. His experience ranges from early stage venture financing by venture capital companies and high net worth investors to more traditional private equity fundings. He assists clients in preparation for financings, including preparing private placement memorandums.
In the commercial lending area, Mr. Ferguson represents both lenders and borrowers in connection with traditional bank financing, and in connection with subscription lines for venture capital and private equity funds. Mr. Ferguson also represents various financial institutions in real estate lending transactions. His experience also includes providing counsel with respect to workout situations and resulting exits by financial institutions, including through UCC-9 sales.
Mr. Ferguson regularly acts as outside general counsel for clients. In this respect, Mr. Ferguson's role ranges from negotiating contracts, including employment, joint venture, distribution and lease agreements; advising clients on corporate structure, including entity formations; and providing advice with respect to general governance issues.
Representative Experience
Mergers & Acquisitions
Represented a publicly traded company in connection with a strategic acquisition to complement existing services, and follow-on acquisition of customer as part of vertical integration.
Represented a scale company in connection with the sale of its food service, office product and industrial scale division to a publicly traded company.
Represented public traded manufacturing company operating globally in connection with acquisition of competing and complimentary businesses through multi-merger transactions.
Represented stockholders of a domestic and long distance telecom service company in conjunction with the sale of a majority ownership position in the company.
Represented the owners of a skin-care products developer and retailer in connection with a sale to private equity firms.
Represented executive management teams in the direct marketing and healthcare fields in connection with the sale of businesses and reinvestments by management.
Represented an oil company in connection with a reverse merger into a public shell.
Equity and Debt Financing
Represented provider of equipment and services to the oil and gas industry in connection with $135 million financing consisting of senior secured notes and preferred stock.
Represented an indoor water park company in connection with a $130 million financing consisting of equity, senior debt and mezzanine financing.
Represented a mezzanine debt fund in connection with $20 million loan to a holding company as part of a leveraged ESOP transaction.
Represented an online brokerage firm in connection with multiple equity capital raises and debt conversion.
Represented a private equity fund in connection with expanding the size of the fund and extending its investment period.
Represented a New York based production company in connection with the financial restructuring of a Broadway musical.
Represented venture capital, private equity firms and high net worth individuals in connection with equity and mezzanine debt investments in the following industries: manufacturing, distribution, telecommunications, equipment rental, professional staffing/services, security, direct marketing, healthcare and medical.
Commercial Lending
Represented life insurance company in connection with a $50 million mortgage loan on a multi-unit apartment complex.
Represented various financial institutions in connection with subscription lines to equity and debenture funds licensed by the Small Business Administration.
Represented national commercial lender in connection with a review and analysis of its rights and obligations under various subscription lines of credit with some of the largest private equity funds and REITs in the world.
Represented a publicly traded steel company in obtaining a $300 million senior debt financing in connection with an acquisition of a public company.
Represented national commercial lender in connection with numerous loan restructuring and sale transactions, including note sales and UCC-9 sales.
Represented a financial institution in connection with a letter of credit to collateralize municipal issued bonds.
Memberships & Associations
Association for Corporate GrowthIllinois Venture Capital Association
Community Activities
Member, School Advisory Committee, St. Joseph School, Libertyville, Illinois.Honors & Awards
Ranked as a leading practitioner in the Corporate/M&A area by Chambers USA, 2009-2011.
Recommended in US Legal 500 for his work in the M&A: Middle Market area, 2010 and 2011.
Named to list of “40 Illinois Attorneys Under Forty to Watch” by Law Bulletin Publishing Company, 2009.
