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, including with respect to Clean Air Act, Clean Water Act, and Resource Conservation and Recovery Act permitting and compliance audit issues. Tom also counsels clients with respect to releases of hazardous substances and contamination matters, including with regard to 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 regarding 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

  • Conagra Brands completes $1 billion public offering of Senior NotesJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of $1 billion 1.375% Senior Notes due 2027.
  • STERIS to acquire Key Surgical for approximately $850 millionJones Day is advising STERIS plc (NYSE: STE) in the $850 million acquisition of Key Surgical, a leading global provider of sterile processing, operating room, and endoscopy products, and a portfolio company of Water Street Healthcare Partners, LLC.
  • Cleveland-Cliffs to acquire ArcelorMittal USA for approximately $1.4 billionJones Day is advising Cleveland-Cliffs Inc. in its acquisition of substantially all of the operations of ArcelorMittal USA for approximately $1.4 billion.
  • Riverside portfolio company acquires Parker Products, LLCJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Parker Products, LLC of Creative Food Ingredients, Inc., a provider of baked food ingredients and inclusions.
  • MPLX completes $3 billion public offering of Senior NotesJones Day represented MPLX LP in connection with a public offering of $3.0 billion of senior notes, consisting of (i) $1.5 billion aggregate principal amount of 1.750% Senior Notes due 2026 and (ii) $1.5 billion aggregate principal amount of 2.650% Senior Notes due 2030.
  • Sotera Health acquires Canadian-based Iotron IndustriesJones Day advised Sotera Health in the acquisition of Canadian-based Iotron Industries, a global leader in electron-based sterilization and materials modifications.
  • Diebold Nixdorf completes offering of $700 million of Senior Secured NotesJones Day represented Diebold Nixdorf, Incorporated, a global leader in driving connected commerce for the banking and retail industries, in connection with the issuance of its $700 million aggregate principal amount of 9.375% Senior Secured Notes due 2025 in a Rule 144A and Regulation S offering.
  • Diebold Nixdorf completes offering of €350 million of Senior Secured NotesJones Day represented Diebold Nixdorf, Incorporated, a global leader in driving connected commerce for the banking and retail industries, in connection with the issuance by its wholly-owned Dutch subsidiary, Diebold Nixdorf Dutch Holding B.V., of €350 million aggregate principal amount of 9.000% due 2025 in a Rule 144A and Regulation S offering.
  • PolyOne acquires Clariant color and additive masterbatch business for $1.5 billionJones Day advised PolyOne Corporation in the $1.5 billion purchase of Clariant’s global color and additive masterbatch business.
  • J.F. Lehman portfolio company acquires Heneghan Wrecking CompanyJones Day advised NorthStar Group Services, Inc., a portfolio company of investment affiliates of J.F. Lehman & Company, in connection with the acquisition of Heneghan Wrecking & Excavating Co., Inc. and Patrick's Equipment Leasing, Inc., providers of complete structural and interior deconstruction, excavation, and emergency response services for commercial and industrial clients across the Midwest.
  • NSi Industries acquires Polaris Sales Co., LLCJones Day advised NSi Industries, LLC in its acquisition of Polaris Sales Co., LLC, d/b/a Polaris Electrical Connectors, an Odessa, Florida-based market leader of American-made pre-insulated multi-tap connectors.
  • PNC Bank-led syndicate provides $200 million senior secured 364-day term loan credit facility to AMERCOJones Day represented PNC Bank, National Association, as administrative agent and a lender, in connection with a $200 million senior secured 364-day term loan credit facility provided to AMERCO, the parent company of U-Haul.
  • Park Place acquires Custom Hardware Engineering & Consulting, Inc.Jones Day advised Park Place Technologies, LLC in its acquisition of Custom Hardware Engineering & Consulting, Inc., a provider of mission critical data center infrastructure services and specializing in post warranty hardware maintenance.
  • High Road Capital portfolio company acquires Garden WeaselJones Day advised High Road Capital Partners in connection with the acquisition and related financing by portfolio company General Tools & Instruments of Garden Weasel, a specialized lawn and garden tools provider.
  • Marathon Petroleum completes $2.5 billion Senior Notes offeringJones Day represented Marathon Petroleum Corporation, a leading, integrated, downstream energy company, in connection with its registered public offering of $1.25 billion of 4.500% Senior Notes due 2023 and $1.25 billion of 4.700% Senior Notes due 2025.
  • Twin River Worldwide Holdings to acquire three casinos from Eldorado and Caesars for $180 millionJones Day is advising Twin River Worldwide Holdings, Inc. in the $155 million acquisition of Eldorado Shreveport Resort and Casino in Shreveport, Louisiana, and the Mont Bleu Resort Casino & Spa in Lake Tahoe, Nevada, from Eldorado Resorts, Inc., and Bally's Atlantic City Hotel & Casino in New Jersey from Caesars Entertainment Corporation and Vici Properties Inc. for $25 million.
  • Athersys completes $57.6 million public offering of Common StockJones Day represented Athersys, Inc., a clinical-stage biotechnology company developing novel and proprietary best-in-class therapies designed to extend and enhance the quality of human life, in connection with the $57.6 million underwritten public offering of 25,587,500 shares of Common Stock.
  • OMNOVA acquired by Synthomer plc for $824 millionJones Day advised OMNOVA Solutions Inc. in its $824 million acquisition by Synthomer plc, a United Kingdom-based specialty chemical company.
  • J.F. Lehman acquires Global Marine GroupJones Day advised long-standing client J.F. Lehman & Company, a leading middle-market private equity firm focused exclusively on the aerospace, defense, maritime, government, and environmental sectors, in connection with the acquisition and related financing of Global Marine Group.
  • Blue Sea Capital sold NSi Industries to Odyssey Investment PartnersJones Day advised Blue Sea Capital LLC on its sale of NSi Industries, LLC to Odyssey Investment Partners.
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