Tom Reems is a corporate lawyer assisting companies, investors and lenders with a variety of transactions. His work involves mergers, acquisitions, private equity, project financing, infrastructure, leveraged buyouts and debt financing. He also represents insurance companies providing representation and warranties insurance coverage and institutional investors in direct investments and co-investments and advises them on cross-border structuring, compliance and regulatory issues.

    Tom also advises foreign investors on investing in the US and on structuring their business relationships with US partners, and has extensive experience in complex cross-border transactions.

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    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.

    Education

    • University of Virginia School of Law, J.D., 1999
    • Washington and Lee University, B.A., 1991

    Admissions

    • Colorado, 2018
    • District of Columbia, 2000
    • Stewardship Excellence Award from Washington Area Lawyers for the Arts, 2009

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    • Guest, “The Financing of Emerging and Growing Companies in the Cleantech Sector,” Capital Thinking Radio Show, July 10, 2014.
    • Co-author, “Clean Tech Investment Outlook ‘09,” North American Clean Energy, Vol. 3, Issue 1, 2009.
    • Co-author, The Mergers & Acquisitions Handbook, A Practical Guide to Negotiated Transactions, Bowne & Co., 2007.

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