Thomas A. Aldrich

Practices

• Corporate Transactions & Securities

Professional Experience

Tom is a partner in the firm's Corporate Transactions & Securities practice group. He was leader of the practice group from 1999 to 2004. He focuses his practice on securities law compliance and reporting, corporate governance, public and private offerings, domestic and international mergers and acquisitions and joint ventures. He works primarily with public and private companies and their directors and officers in a variety of manufacturing and service industries, including specialty and other chemicals, electronics, industrial equipment, financial services, medical technology, and commercial real estate.

Education

• Harvard Law School, J.D., 1982, cum laude
• The Ohio State University, 1979, University Fellow, Graduate School
• Ohio University, A.B., 1978, summa cum laude, Phi Beta Kappa

• Capital Markets and Securities
• $220 million private placement of perpetual convertible preferred stock for NYSE-listed national real estate company
• $200 million private placement of convertible senior notes for NYSE-listed national real estate company
• $200 million private placement of puttable senior equity-linked notes for NYSE-listed national real estate company
• $330 million underwritten public equity offering for NYSE-listed national real estate company.
• Private equity investment in developer of high-speed data links for commercial trucks
• Multi-state private placements of limited liability company member interests in connection with exchange of interests in thirty regional enclosed shopping malls
• $480 million public offering for publicly held medical technology company in connection with acquisition of a NYSE-listed medical technology company
• $125 million public offering of senior unsecured debt for NYSE-listed specialty chemicals manufacturer
• Equity investment in automated teller network for super-regional bank holding company
• Employee stock ownership plan stock purchase agreement for privately held airplane parts manufacturer
• Initial public offering and follow-on public offering for medical technology company
• Mergers and Acquisitions
• Acquisition by an international provider of power services of a power plant management business
• Acquisition by a generation and transmission cooperative of a gas-fired peaker electrical generating facility from an investor-owned public utility
• Acquisition by NASDAQ-listed industrial application equipment manufacturer of privately held dispensing systems manufacturer
• Sale of national automotive service center chain in bankruptcy court auction
• Sale by NYSE-listed diversified industrial manufacturer of air control valve business
• Sale by a super-regional bank holding company of its defined contribution pension plan record-keeping business
• Acquisition by a NYSE-listed diversified industrial manufacturer of the industrial and hydraulic hose and tubing business of a NYSE-listed manufacturer of vehicle modules, systems and components
• Consolidation of a NYSE-listed polymer services company with another NYSE-listed polymer services company
• Sale by a Japanese chemical manufacturer of its biochemical research business
• $500 million sale by a Japanese chemical manufacturer of its worldwide agricultural chemical business to a British pharmaceutical and chemical manufacturer
• $50 million merger of a publicly held construction and environmental abatement company with another public company and related senior secured revolving credit facility and subordinated secured term loan
• $490 million sale by a super-regional bank holding company of its mortgage servicing business
• Joint Ventures
• Two joint ventures for development and operation of open-air shopping centers in suburban Cleveland
• Joint venture between national shopping center developer and NYSE-listed REIT for operation of million-plus square foot super-regional mall and adjacent shopping centers in North Carolina
• Joint venture between national shopping center developer and NYSE-listed REIT for development and operation of million-plus square foot open-air shopping center in Florida Gulf Coast region
• Joint venture between a NYSE-listed diversified industrial manufacturer and a NYSE-listed heavy industrial equipment manufacturer for the manufacture of generator/paralleling switchgear and automatic transfer switches
• $1 billion (book value of assets) joint venture between a NYSE-listed polymer services company and a NYSE-listed chemical company involving twelve chemical plants and related acquisition of two chemical plants

• "Securities Offering Issues", Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2010
• "2010 Proxy Season Review and 2011 Preview", Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2010
• “2010 Proxy Season Update”, Washington Metropolitan Association of Corporate Counsel, 2010
• “2010 Proxy and Executive Compensation Pre-Season Review”, Washington Metropolitan Association of Corporate Counsel
• “Securities Offering Issues”, Bowne of Cleveland SEC Issues Update Seminar, 2009
• “2010 Proxy Season Issues”, Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2009
• “Mergers and Acquisitions in 2009 and Securities Law Implications of the Slump”, Association of Corporate Counsel, Northeast Ohio Chapter, 2009
• “Deal Financing Issues”, Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2008
• “2009 Proxy Season Issues”, Society of Corporate Secretaries and Governance Professionals, Northeast Ohio Chapter, 2008
• "Best-Prices Rules Amendments and M&A Matters", RR Donnelly SEC Hot Topics Institute, 2007
• "Executive Compensation and Director Fiduciary Duties", Cleveland Bar Association Securities Law Institute, 2007
• "Executive Compensation - Application of Rules", Bowne of Cleveland/Society of Corporate Secretaries and Governance Professionals SEC Issues Update Seminar, 2006
• "Election of Directors by Majority Vote", Cleveland Bar Association Securities Law Institute, 2006
• "Preparing the New MD&A", RR Donnelley/Glasser LegalWorks SEC "Hot Topics" Institute, 2004
• "Accelerated and Enhanced 8-K Current Disclosure", RR Donnelley/Glasser LegalWorks SEC "Hot Topics" Institute, 2004
• "General Principles of Contract Drafting", Contract Preparation in Ohio Seminar, Lorman Education Services, 2004
• "Director Liability: How Higher Expectations and Enhanced Scrutiny May Increase Risk", Bowne of Cleveland/American Society of Corporate Secretaries, Northeast Ohio Chapter SEC Issues Update Seminar, 2004
• "New Proxy Rules and Shareholder Access", Cleveland Bar Association Securities Law Institute, 2004
• "SEC Proxy Process Reform Proposals/Sarbanes-Oxley Section 307 Professional Responsibility Rules", Bowne of Cleveland/American Society of Corporate Secretaries, Northeast Ohio Chapter SEC Issues Update Seminar, 2003
• "1934 Act Reporting – More Disclosure, Less Time", Bowne of Cleveland/Cleveland Bar Association Representing Corporations: Recent Developments Seminar, 2002
• "Recent Developments in Securities Laws", Cleveland Bar Association Securities Law Institute, 2002
• "Employee Stock Ownership Plan and Stock Option Issues/The Corporate Takeover/Ethics", Ohio Advanced Corporate Securities Law Seminar, National Business Institute, Inc., 2001
• "Audit Committee", Cleveland Bar Association Securities Law Institute, 2000

• Listed in The Best Lawyers in America, 2008-2013
• Listed in Chambers USA America's Leading Lawyers for Business 2005-2008, 2010-2012
• Selected for inclusion in Super Lawyers by Ohio Super Lawyer Magazine in 2007-2013
• Listed in “Which Lawyer?” Yearbook (Practical Law Company) 2008-2010