Tom D. Smith

Of Counsel at Jones Day

Tom D. Smith

Tom D. Smith

Of Counsel at Jones Day

Biography

Tom D. Smith
Of Counsel

Jones Day

Tom Smith is widely regarded as one of the leading experts in the United States on Hart-Scott-Rodino pre-merger notification requirements. He has extensive merger, acquisition, and takeover counseling and litigation experience, with an emphasis in the energy industry.

Tom's practice is primarily concentrated in antitrust and related areas of government regulation and includes litigation, counseling, and agency practice before state and federal courts, antitrust enforcement agencies, and various specialized agencies (e.g., DOD and FERC) where competition policy or antitrust issues arise. He has especially broad experience in dealing with mergers and acquisitions and with the full range of antitrust issues involving the energy, retail products, and steel industries. Representative clients in recent public matters include Abbott Laboratories, Allied Waste Industries, Albertsons, Flowers Foods, International Steel Group, J.M. Smucker, Magellan Midstream Partners, and Roadway Express.

He is a member of the bars of the commonwealth of Virginia and the District of Columbia, as well as the American Bar Association's Antitrust and Litigation Sections and the Energy Bar Association. He is admitted to practice before the United States Supreme Court and various U.S. District Courts and Courts of Appeals.

Experience


Harris Corporation sells Broadcast Communications to Gores Group for $225 million
Jones Day advised Harris Corporation, an international communications and information technology company, in connection with the sale of its global Business Communications Division to The Gores Group for $225 million consisting of $160 million in cash, a $15 million subordinated promissory note, and up to $50 million in an earnout.

Marathon Petroleum to purchase BP's Texas City refinery and related logistics and marketing assets
Jones Day is advising Marathon Petroleum Corporation (MCP) in its purchase of BP's Texas City refinery, three intrastate NGL pipelines originating at the refinery, an allocation of BP's Colonial Pipeline Company shipper history, four terminals, retail marketing contract assignments for approximately 1,200 branded sites and a 1,040 megawatt cogeneration (cogen) facility for a base purchase price of $598 million, plus inventories estimated as $1.2 billion and an earnout provision under which MPC could pay up to an additional $700 million over six years, subject to certain conditions.

Weir Group to acquire Mathena for £148 million (US$240 million)
Jones Day is advising The Weir Group PLC in the acquisition of Mathena, Inc., a leading provider of pressure control rental equipment and services for onshore oil and gas drilling.

Taiwan Semiconductor Manufacturing acquires five percent stake in ASML Holding for €838 million (US$1.04 billion)
Jones Day advised Taiwan Semiconductor Manufacturing Company Ltd. (TSMC) in connection with the €838 million (US$1.04 billion) acquisition of a five percent shareholding in ASML Holding N.V. aimed at accelerating the development and industrialization of key next-generation semiconductor manufacturing technologies.

Hertz wins antitrust approval for long-fought acquisition of Dollar Thrifty
Jones Day secured antitrust approval from the U.S. Federal Trade Commission (FTC) for the $2.3 billion acquisition by U.S. car rental company Hertz Global Holdings, Inc. of Dollar Thrifty Automotive Group, a transaction that involved what many consider to be one of the longest and most unique merger reviews in modern history.

Tokyo Electron acquires FSI International, a leading provider of cleaning and surface preparation equipment, for $252.5 million
Jones Day advised Tokyo Electron Limited, a leading manufacturer of semiconductor manufacturing equipment, in connection with its acquisition of FSI International, Inc., a leading provider of cleaning and surface preparation equipment, for $252.5 million.

Convergint Technologies obtains investment from Denver-based KRG Capital Partners
Jones Day advised Convergint Technologies, a leading North American systems integrator specializing in electronic security, fire and life safety systems, in connection with an equity investment from KRG Capital Partners, a private equity firm based in Denver, Colorado.

Chart Industries acquires manufacturer of oxygen generation systems AirSep for $180 million
Jones Day advised Chart Industries, Inc., a leading independent global manufacturer of highly engineered equipment used in the production, storage and end-use of hydrocarbon and industrial gases, in its acquisition of AirSep Corporation for $170 million and up to $10 million in assumed debt.

Riverside completes sale of Integrated Power Services to Odyssey Investment Partners
Jones Day represented The Riverside Company in connection with its sale of Integrated Power Services, an independent provider of electric motor repair, engineering, and maintenance services for continuous process industries, to Odyssey Investment Partners.

Riverside completes sale of L-com to Odyssey Partners
Jones Day represented The Riverside Company in connection with its sale of L-com, Inc., a designer, manufacturer, and distributor of connectivity and interconnect products for electronics and data communications industries, to Odyssey Partners.

Goodrich merges with United Technologies for $18.4 billion
Jones Day advised Goodrich Corporation in its $18.4 billion merger with United Technologies Corporation.

Flowers Foods acquires best-in-class baking company Lepage Bakeries for $370 million
Jones Day advised Flowers Foods, Inc. in its acquisition of Lepage Bakeries, Inc., of Auburn, Maine for $370 million in cash and stock.

Riverside completes sale of Global Claims Services to Windjammer Capital Investors
Jones Day advised The Riverside Company in connection with its sale of Global Claims Services, Inc., formerly known as ITEL Holdings, Inc., a company that assists insurance companies in determining replacement value of damaged flooring and exterior building materials, to Windjammer Capital Investors, LLC.

Viasystems acquires DDi for $283 million
Jones Day advised Viasystems Group in its acquisition of DDi Corp. for $283 million, or $268 million net of DDi's cash plus debt assumed.

Nationwide Insurance acquires Harleysville Mutual Insurance and Harleysville Group for $840 million
Jones Day advised Nationwide Mutual Insurance Company in its $840 million acquisition of Harleysville Mutual Insurance Company and Harleysville Group Inc.

Dainippon Sumitomo Pharma acquires Boston Biomedical for US$200 million plus up to US$2.2 billion in earnouts
Jones Day advised Dainippon Sumitomo Pharma Co. in its acquisition of Boston Biomedical Inc. ("BBI") for US$200 million plus up to US$2.2 billion in earnouts.

Park-Ohio acquires Fluid Routing Solutions
Jones Day advised Park-Ohio Industries, Inc., an industrial supply chain logistics and diversified manufacturing business, in connection with its $97.5 million acquisition of Fluid Routing Solutions, Inc., a leading manufacturer of industrial hose products and fluid assemblies.

Synopsys receives antitrust clearance for $523 million acquisition of Magma Design Automation
Jones Day secured merger clearance from the U.S. Federal Trade Commission, which ended its investigation without issuing a second request, on behalf of Synopsys, Inc. in connection with its $523 million acquisition of Magma Design Automation Inc.

Weir Group acquires Novatech for £113m (US$176 million)
Jones Day advised The Weir Group, PLC in its acquisition of Novatech, LLC, a manufacturer of full open valve and seat technology serving the oil and gas industry, for US$176 million.

ACI Worldwide acquires S1 for $520 million
Jones Day advised ACI Worldwide, Inc. ("ACI") in connection with its agreement to acquire S1 Corporation ("S1") for approximately $520 million.


Publications

February 2013
Antitrust Alert: U.S. FTC Proposes Amendment to HSR Rules: Codifies "Pull and Refile" and Mandates Withdrawal for Deals That Will Not Proceed


January 2013
Antitrust Alert: U.S. Merger Notification and Interlocking Directorates Thresholds Announced for 2013


May 2012
Antitrust Alert: U.S. DOJ Prosecutes Obstruction of Justice by South Korea Executive in Merger Investigation


May 2012
Beware Obstruction of Justice In Merger Investigations, Law 360


January 2012
Antitrust Alert: U.S. Merger Notification and Interlocking Directorates Thresholds Increased


July 2011
Antitrust Alert: U.S. Agencies Announce Final Rules and Revised Hart-Scott-Rodino Premerger Form


January 2011
Antitrust Alert: U.S. Merger Notification Thresholds Increased


August 2010
Antitrust Alert: Federal Trade Commission Proposes to Expand Information Provided with HSR Premerger Notification


January 2010
Antitrust Alert: Revised HSR and Section 8 Thresholds


January 2009
Antitrust Alert: FTC Announces Revised Thresholds for HSR Premerger Filings and Interlocking Directorates


March 2005
HSR Act Amendments Published March 8, 2005: Reconciling Disparate Treatment of Partnerships, LLCs, and Other Unincorporated Entities PDF


2004
Mergers and Acquisitions: Understanding the Antitrust Issues, contributor, ABA, 2nd edition


August 2004
Certain Antitrust Implications of Pre-Closing Restrictive Covenants PDF


May 2002
Recent Developments in International Cartel Enforcement:The EU's New Leniency Notice PDF


April 2002
Antitrust Update: Acquisitions Involving Foreign Persons Under the New HSR Rules - PDF Only PDF


2001
The Merger Review Process: A Step-by-Step Guide to Federal Merger Review, contributor, ABA, 2nd edition


January 2001
Recent Developments in HSR Reform - PDF Only PDF


Speaking Engagements

September 15, 2010
Mastering Mergers and Acquisitions, NBI Webcast Webcast


Education

Georgetown University (J.D. 1972; Executive Board and Topics Editor, International Law Journal); North Texas State University (B.A. 1969)

Bar Admissions

Virginia and District of Columbia

Clerkships

Law Clerk to Judge Austin L. Fickling, District of Columbia Court of Appeals (1972 term)

Government Service

Senior Trial Attorney, Bureau of Competition, Federal Trade Commission (1973-1979)


Areas of Focus

Antitrust & Competition Law
Energy
Antitrust Mergers & Joint Ventures
Antitrust Civil Investigations & Litigation
Oil & Gas Shale Plays

Overview
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Partner at Jones Day

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Partner at Jones Day

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Former Of Counsel at Jones Day

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Counsel at Jones Day

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Of Counsel at Jones Day

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Partner at Shackelford, Bowen, McKinley & Norton, LLP

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Partner at Jones Day

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Partner at Jones Day

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Of Counsel at Jones Day

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Of Counsel at Jones Day
Career History
Of Counsel
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Jones Day LP provides legal services. The company's practice areas include banking and finance, capital markets, mergers & acquisitions, real estate, government regulations, tax, financial institutions litigation and regulation, business restructuring, and private equity. It offers services to the airlines, aviation, automotive, construction, energy, healthcare, insurance, media, pharmaceuticals and telecommunication industries. Jones Day was founded in March 1893 by Edwin J. Blandin and William Lowe Rice and is headquartered in Cleveland, Ohio.

Transactions
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CECO Environmental Corp. purchases PMFG, Inc.

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TTM Technologies, Inc. purchases Viasystems Group, Inc. from Black Diamond Capital Management LLC, Kainos Capital LLC

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Eagletree Capital LP, Paris Presents, Inc. /Private Group purchase Paris Presents, Inc. from Mason Wells Buyouts

Other Affiliations

Tom D. Smith is affiliated with Jones Day

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