Thomas A. Hamilton (Tom)

Partner

Cleveland + 1.216.586.7036

Tom Hamilton assists clients in achieving practical and creative solutions to complex environmental issues in the context of litigation, business transactions, and compliance counseling. Tom defends clients in complex environmental litigation matters involving governmental CERCLA/Superfund claims, private party claims concerning allocation of responsibility for contaminated properties, governmental enforcement actions concerning violations of environmental laws, toxic tort claims, environmental crimes, contractual indemnity claims, and environmental claims in bankruptcy proceedings.

With respect to compliance with environmental laws, Tom often counsels clients in the steel, metals and mining, automotive, chemical, and manufacturing sectors regarding the Clean Air Act, Clean Water Act, and Resource Conservation and Recovery Act permitting and compliance audit issues. Tom also counsels clients on releases of hazardous substances and contamination matters, including reporting and notification requirements, vapor intrusion, exposure pathways, required investigations and remediation, and voluntary cleanup and brownfield programs.

Tom has advised clients on environmental liability issues in hundreds of successfully consummated corporate and real estate transactions and bankruptcy asset sales and restructurings, including tailoring environmental diligence investigations to deal-specific concerns, retaining and supervising technical consultants, counseling clients on risk mitigation and allocation strategies, negotiating targeted indemnification provisions, and pursuing resolution of identified liabilities post-closing.

Tom frequently counsels clients on environmental insurance coverage matters, including negotiation of environmental insurance policies to facilitate business and real estate transactions.

Tom has recently provided counsel on successfully closed transactions for such clients as Ferro Corporation, High Road Capital Partners, Resilience Capital Partners, The Riverside Company, The Sherwin-Williams Company, and The Timken Company.

Experience

  • Two Harbors announces acquisition by UWMCJones Day is advising Two Harbors Investment Corp. (NYSE: TWO), a leading MSR focused REIT and one of the largest servicers of conventional mortgages in the country, in its acquisition by UWM Holdings Corporation (NYSE: UWMC), the publicly traded indirect parent of United Wholesale Mortgage, the #1 overall mortgage lender in America, in an all-stock transaction for $1.3 billion in equity value, based on a fixed exchange ratio of 2.3328x.
  • Sky Island Capital sells USA Industries, LLC to Levine Leichtman Capital PartnersJones Day represented Sky Island Capital in the sale of USA Industries, LLC, a leading manufacturer, supplier, and rental provider of piping isolation and testing products, tube plugs, flow measurement orifice plates, and heat exchanger tools to the refining, petrochemical, chemical, industrial, OEM, and engineering, procurement, and construction end markets, to Levine Leichtman Capital Partners.
  • Riverside portfolio company acquires 1-Tom-PlumberJones Day advised The Riverside Company in the acquisition and financing by portfolio company Eversmith Brands of 1-Tom-Plumber, a fast-growing franchisor of emergency plumbing and drain cleaning services.
  • NorthMark Strategies sells Traditions HealthJones Day represented NorthMark Strategies (previously Dorilton Capital Management) in the sale of its portfolio company, Traditions Health, a national provider of home health, palliative care, and hospice services, to a consortium of buyers led by Revelstoke Capital Partners.
  • Aludyne divests certain North American business assets to LinamarJones Day advised Aludyne, Inc. in a complex, distressed M&A transaction that required coordinated negotiations with the company’s secured lenders, key customers, and other critical stakeholders to secure forbearances and near-term liquidity during the sale process.
  • Center Rock Capital Partners acquires GHSPJones Day represented Central Rock Capital Partners in the acquisition of GHSP, a global leader in mechatronic systems, smart actuators, and electronic controls serving the automotive market.
  • Polaris completes $500 million public offering of Senior NotesJones Day represented Polaris Inc. in connection with its underwritten public offering of $500 million aggregate principal amount of 5.600% Senior Notes due 2031.
  • Parker Hannifin acquires Filtration GroupJones Day is advising Parker Hannifin Corporation in the $9.25 billion acquisition of Filtration Group Corporation from Madison Industries.
  • Morgan Stanley Capital Partners portfolio company acquires Bolt Energy USAJones Day advised Morgan Stanley Capital Partners in the acquisition and financing by portfolio company, Nivel Parts & Manufacturing, of Bolt Energy USA LLC, a manufacturer of industry-leading lithium battery technology used in personal transportation vehicles.
  • TreeHouse Foods goes private in $2.9 Billion sale to InvestindustrialJones Day is representing TreeHouse Foods, Inc. (NYSE: THS) in a $2.9 billion take-private transaction whereby an affiliate of Investindustrial, a leading European group of independently managed investment, holding, and advisory companies, will acquire TreeHouse Foods in an all-cash transaction.
  • TriMas sells Aerospace segmentJones Day advised TriMas in the $1.45 billion sale of its Aerospace segment to an affiliate of Tinicum L.P.
  • Olympic Steel merges with RyersonJones Day is advising Olympic Steel, Inc. (NASDAQ: ZEUS), a leading U.S. metals service center, in its merger with Ryerson Holding Corporation (NYSE: RYI), a leading value-added processor and distributor of industrial metals.
  • Stephens Group exits investment in Spitzer IndustriesJones Day advised The Stephens Group, LLC and its portfolio company, Spitzer Industries, Inc., on the sale of Spitzer Industries, Inc. to Race Rock Infrastructure LLC.
  • TopBuild acquires Specialty Products and Insulation for $1.0 billionJones Day advised TopBuild Corp. (NYSE:BLD), a leading installer of insulation and commercial roofing and a specialty distributor of insulation and related building material products to the construction industry in the United States and Canada, in the acquisition of Specialty Products and Insulation (SPI), a leading specialty distributor and fabricator of mechanical insulation solutions for the commercial, industrial and residential end markets in North America, for $1.0 billion in cash.
  • Resonant Growth Partners portfolio company acquires AGM Industries Inc.Jones Day advised Resonant Growth Partners LLC in the acquisition and financing by portfolio company Industrial Construction Materials Holdings, Inc. of AGM Industries Inc., a leading hardware supplier and manufacturer.
  • Sherwin-Williams acquires BASF's Brazilian architectural paints businessJones Day advised The Sherwin-Williams Company (NYSE: SHW) in its acquisition of BASF's Brazilian architectural paints business ("Suvinil") for $1.15 billion in an all-cash transaction.
  • Financial institution leads syndicate of lenders on senior secured credit facilities for leading national specialty linen and tabletop rental companyJones Day represented a financial institution, as administrative agent, in connection with the arrangement, syndication, and documentation of senior secured credit facilities to a leading national specialty linen and tabletop rental company.
  • Baird Capital portfolio company acquires PureAir FiltrationJones Day represented Baird Capital in the acquisition and financing by portfolio company Cleanwater1, Inc. of Pure Air Filtration, a leader in air purification and gas-phase filtration solutions.
  • Parker acquires Curtis InstrumentsJones Day advised Parker Hannifin Corporation in the approximately $1 billion acquisition of Curtis Instruments, Inc. from Rehlko (f/k/a Kohler Energy), a Platinum Equity portfolio company.
  • Pentair acquires Hydra-StopJones Day represented Pentair plc (NYSE: PNR), a global leader in water systems, in its acquisition of Hydra-Stop, a leading insertion valve and line stop manufacturer, from Madison Industries for approximately $290 million in cash.