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

  • TopBuild acquires Distribution International in all-cash transaction valued at $1.0 billionJones Day represented TopBuild in its acquisition of Distribution International from global private equity firm Advent International in an all-cash transaction valued at $1.0 billion.
  • Cleveland-Cliffs acquires Ferrous Processing and Trading Company for $775 millionJones Day is advising Cleveland-Cliffs Inc. in the $775 million acquisition of Ferrous Processing and Trading Company (FPT), including certain related entities.
  • ARMOR USA acquires industrial segment of International Imaging Materials, Inc.Jones Day represented Armor SAS and ARMOR USA, Inc., a French-based company that specializes in the industrial formulation of inks and the coating of thin layers onto thin films, in the acquisition and financing of International Imaging Materials, Inc. ("IIMAK"), a global developer and manufacturer of value-added consumable solutions for industrial applications.
  • Materion to acquire H.C. Starck's electronic materials portfolio for $380 millionJones Day is advising Materion Corporation, a world leader in high performing advanced materials, on its acquisition of H.C. Starck Solutions' industry-leading, electronic materials business, located in Newton, Massachusetts ("HCS-Electronic Materials") for $380 million.
  • American Industrial Partners subsidiary Vertex Aerospace announces acquisition of Raytheon Technologies' Defense Training and Mission Critical Solutions business linesJones Day is advising American Industrial Partners in the acquisition by portfolio company, Vertex Aerospace, of Raytheon Technologies' Defense Training, Professional Services, Mission Critical Solutions, and Modernization and Sustainment business lines.
  • PPC Flexible Packaging acquires Consumer Packaging Group, LLCJones Day represented Morgan Stanley Capital Partners and its portfolio company, PPC Flexible Packaging, LLC, in PPC's acquisition and financing of the Harland, Wisconsin, based Consumer Packaging Group, LLC.
  • Olympic Steel establishes $50 million at-the-market equity programJones Day represented Olympic Steel, Inc., a leading national metals service center, in connection with the establishment of an at-the-market equity program for the sale of up to $50 million in the aggregate of shares of Common Stock to KeyBanc Capital Markets Inc., as sales agent.
  • Cortec Group portfolio company acquires Kino Flo, Inc.Jones Day advised the Cortec Group and Chauvet & Sons, LLC in connection with the acquisition by portfolio company Chauvet & Sons, LLC, a developer and manufacturer of entertainment lighting products, of Kino Flo, Inc., a multi-award-winning manufacturer of lighting systems engineered for cinema and television production.
  • Riverside and Investcorp sell Arrowhead Engineered Products to GenstarJones Day advised The Riverside Company in the sale of Arrowhead Engineered Products to Genstar.
  • ABM to acquire Able Services for $830 millionJones Day is advising ABM Industries Incorporated in the acquisition of Able Services, a leading facilities services company headquartered in San Francisco, in a cash transaction valued at $830 million.
  • KeyBanc Capital Markets Inc.-led group of sales agents establishes at-the-market equity program for sale of up to $150 million of Common Shares by Alexander & Baldwin, Inc.Jones Day represented a KeyBanc Capital Markets Inc.-led group of sales agents in connection with the establishment of an at-the-market equity program for the sale of up to $150 million of Common Shares by Alexander & Baldwin, Inc., a premier commercial real estate company located in Hawaii and owner of the largest grocery-anchored, neighborhood shopping center portfolio in the state.
  • Conagra Brands completes $500 million public offering of Senior NotesJones Day represented Conagra Brands, Inc., a leading branded foods company, in connection with its underwritten public offering of $500 million 0.500% Senior Notes due 2023.
  • Riverside acquires Whittle & Mutch, Inc.Jones Day represented The Riverside Company in connection with its acquisition by portfolio company FlavorSum of Whittle & Mutch, Inc. (W&M), a fourth-generation, family-owned flavor house that manufactures and sells liquid flavors, emulsions, extracts, and other taste-related products primarily to beverage customers.
  • Parker Hannifin's recommended all cash acquisition of Meggitt PLCJones Day is acting as U.S. counsel to Parker Hannifin Corporation in the £6.3 billion acquisition of Meggitt plc, a leading international company headquartered in Coventry, United Kingdom, specializing in high performance components and subsystems for the aerospace, defense and selected energy markets.
  • LBB Specialties acquires Centerchem, Inc.Jones Day represented LBB Specialties LLC, a portfolio company of LeBaronBrown Industries LLC, in its acquisition of Centerchem, Inc., a specialty chemical and ingredients distributor based in Norwalk, Connecticut.
  • Integrated Power Services acquires Rotek ServicesJones Day represented Integrated Power Services Holdings, Inc., a leading provider of electric motor, generator and mechanical power transmission component services, in the acquisition of Rotek Services, a full-service electrical apparatus company.
  • Riverside portfolio company acquires Tiger LightsJones Day represented The Riverside Company in connection with the acquisition and financing by portfolio company Arrowhead Engineered Products, Inc. of Tiger Lights, a leading provider of aftermarket LED lighting accessories for agricultural and industrial equipment including tractors, combines, forklifts, and skid steers.
  • J.F. Lehman & Company sells BEI PrecisionJones Day advised J.F. Lehman & Company in the sale of BEI Precision Systems & Space Company, Inc. to Quantic Corporate Holdings, Inc., a portfolio company of Arcline Investment Management.
  • PTTGC acquires allnex from AdventJones Day is advising PTT Global Chemical Public Company Limited in the €4 billion acquisition of allnex Holding GmbH from Advent International.
  • Signature Aviation sells Global Engine Services business to StandardAero for $230 millionJones Day advised Signature Aviation plc, a market-leading provider of global aviation support services, in the $230 million sale of the Engine Repair and Overhaul (ERO) business to StandardAero, a portfolio company owned by The Carlyle Group and a leading provider of maintenance, repair, and overhaul services.