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 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. Mr. Ferguson also represents various financial institutions in real estate lending transactions.

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 scale company in connection with the sale of its food service, office product and industrial scale division to a publicly traded company.

·        Represented distribution company in connection with the acquisition of its headquarters/warehouse facility.

·        Represented the owners of a skin-care products developer and retailer in connection with a sale to private equity firms.

·        Represented a publicly traded company in connection with a strategic acquisition to complement existing services.

·        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 an online entertainment company in connection with $7 million Series B and C venture financing.

·        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 a company servicing the beer industry in connection with a convertible bridge note financing.

·        Represented private equity firms in connection with equity and mezzanine debt investments in the following industries: manufacturing, distribution, telecommunications, equipment rental, professional staffing/services, security and direct marketing.

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 a steel company in obtaining a $300 million senior debt financing in connection with an acquisition of a public company.

·        Represented various borrowers in connection with revolving and term loans ranging from $1 million to multimillion-dollar credit facilities.

·        Represented a financial institution in connection with a letter of credit to collateralize municipal issued bonds.

Honors and Awards:

·        Named to list of “40 Illinois Attorneys Under Forty to Watch” by Law Bulletin Publishing Company, 2009.

·        Ranked in the 2009 edition of Chambers USA as a leading practitioner in the corporate/M&A area.

Memberships and Associations:

·        Association for Corporate Growth

·        Illinois Venture Capital Association

Pro Bono:

·        Children's Oncology Services, Inc., a 501(c)(3) not-for-profit organization operating programs for children with cancer.

Bar Admission:

Illinois, 1997 

Education:

·        University of Dayton School of Law, J.D., magna cum laude, 1997

·        University of Dayton Law Review, production editor

·        Old Dominion University, B.A., magna cum laude, 1994

·        Student Ambassador to President's Office (1992-1994)