Will M. Henry
Will is a partner in the Corporate Transactions & Securities practice group. He focuses his practice in the following areas:
- Mergers and acquisitions, principally in the middle-market space;
- Private equity, including add-on acquisitions and exits;
- Commercial contract drafting and associated counseling; and
- Corporate organization and general governance matters.
Will has extensive experience in middle-market M&A transactions, having negotiated and closed transactions ranging in value from less than $1 million to over $500 million, with an aggregate value exceeding $3 billion over his career. His clients include private equity firms as well as privately-held and publicly-held Fortune 1000 companies.
With regard to corporate drafting and counseling, in addition to working on transactions, Will has assisted clients in the drafting and negotiation of complex commercial agreements, ranging from purchase and supply agreements to complex long-term partnership and joint venture agreements. He also advises on day-to-day corporate governance matters, including employment agreements, consulting agreements and separation agreements. Recently, he completed a secondment at a division of a Fortune 10 company.
While attending law school, Will served as a judicial extern to the Honorable Christopher A. Boyko of the U.S. District Court for the Northern District of Ohio.
A representative sampling of Will’s experience includes:
- Represented STERIS in the acquisition of Spectrum Surgical Instruments Corp. and Total Repair Express, LLC, both leading providers of medical instrument repair services, for an aggregate purchase price of $110 million.
- Advising High Road Capital Partners in the acquisition of Accurate Component Sales, Inc., a leading value-added distributor of industrial fasteners, hardware and components to manufacturers in the upper Midwest, and associated add-ons with Williams Acquisition and Great Lakes Fasteners Corporation, other leading distributors in the upper Midwest.
- Counseling an exempt (not-for-profit) organization with regard to potential acquisitions and associated mergers/consolidations of affiliated exempt entities.
- Advising a private equity group in connection with a platform acquisition and subsequent stock add-ons ranging from $3 million to more than $10 million for a leading provider of chemical-based cleaning solutions operating in locations nationwide.
- Counseling a public strategic acquirer of long-term care pharmacies nationally in connection with various acquisitions totaling over $500 million dollars in aggregate purchase price.
- Advising a public company in the approximately $30 million acquisition of substantially all the assets of a leading manufacturer of vertical turbine line shafts and submersible pumps, centrifugal pumps and packaged water supply pump systems.
- Representing a private equity client in connection with a $75 million acquisition of a leading workers' compensation bill reviewer based in the United States.
- Assisting a private equity fund in connection with a platform acquisition of retail pharmacies.
- Counseling a newly formed fund in a series of asset acquisitions exceeding $35 million in the aggregate in the purchase of advertising media throughout several major U.S. media markets, including Seattle, Phoenix, Chicago and New York.
Exits and Other Sales Transactions
- Advised High Road Capital Partners in the sale of Accurate Component Sales, Inc. to a publicly-traded company.
- Assisting a company in a $120 million exit consisting of the sale of stock of several residential and commercial cleaning and repair service franchises collectively located in the majority of U.S. states.
- Representing a company in connection with an approximately $40 million sale to a public corporation of a leading in-vitro diagnostics specialist with international operations worldwide.
- Advising an Ohio-based exempt organization in the carve-out sale of its employee assistance program division to a for-profit acquirer.
- Counseling a company in an approximately $325 million exit with regard to a leading nationwide provider of outsourced cleaning and sanitation services.
- Advising a leading automobile parts manufacturer located in Michigan in the sale of substantially all of its assets to a private equity firm for $40 million.
- Counseling a privately held operator of proprietary post-secondary educational institutions nationwide valued in excess of $500 million in a sale to a private equity fund.
Commercial Contract Drafting and Associated Counseling
- Representing a Fortune 10 company in the development of standardized terms and templates relating to installation and long-term maintenance and supply projects.
- Advising an Ohio-based publicly-held company in the healthcare space on the negotiation of distribution, manufacturing, supply, partnership and purchase agreements in connection with medical devices.
- “Back to the Future: What Will M&A Be Like in 2030?” Thompson Hine Business Law Update, Fall 2020
- “Into the Unknown: Purchase Agreement Considerations in the Time of COVID-19,” Thompson Hine Business Law Update, Summer 2020
- “So, You’re in a Recession: What Should M&A Buyers and Sellers Do Next?” Thompson Hine Business Law Update, Fall 2019
- Co-author, “The Odd Couple: Understanding the Relationship Between Indemnification and Representation and Warranty Insurance,” Thompson Hine Business Law Update, Fall 2018
- “Caveat Emptor: Key Considerations for Acquiring a Business,” Thompson Hine Business Law Update, Fall 2017
- “The Psychology of Corporate Negotiations,” Thompson Hine Business Law Update, Spring 2017
- “Fundamental Considerations in Drafting Commercial Agreements,” Thompson Hine Business Law Update, Summer 2016
- “Crossing the Line – An Introduction to Line-Item Indemnities in M&A Transactions,” Thompson Hine Business Law Update, Fall 2015
- Co-author, “Cashing In Your Chips: Negotiating Letters of Intent From the Seller’s Perspective,” Thompson Hine Business Law Update, Summer 2014
- Co-author, “Understanding the Rules of the Game: Baseball Arbitration in Working Capital Disputes,” Thompson Hine Business Law Update, Fall 2013
- Co-author, "So You Want to Sell Your Company: Key Considerations for the Sale of a Private Company," Law 360, 2012
- "Death to Facebook: Regulation of Social Networking Sites," presented at the 2010 Midwest Law and Society Retreat, University of Wisconsin-Madison, October 2010
- One of 18 lawyers recognized on The Legal 500’s “Leading Individuals” list (United States: M&A: Middle-Market (sub-$500m)), 2020
- One of seven attorneys recognized by The Legal 500 as a “Next Generation” lawyer (United States: M&A: Middle-Market (sub-$500m)), 2019
- Selected to the Ohio Rising Stars list, 2017-2021
- Best Executive Board Member, Texas International Law Journal, 2007
- John Schoff Millis Award (best academic record in the College of Arts & Sciences), 2004
- Stella Berkeley-Friedman Award (highest academic achievement in the study of sociology), 2004
- Junior Award of Arts and Sciences (best academic record in the College of Arts & Sciences), 2003
- Marvin J. Barloon Award (outstanding performance in the study of economics), 2003
- Cleveland Metropolitan Bar Association
- Cleveland Metropolitan Bar Association, 3Rs Program, volunteer instructor, 2009 to 2011