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

  • Timken acquires GGB Bearing Technology for $305 millionJones Day advised The Timken Company in the $305 million acquisition of GGB Bearing Technology (GGB), a division of Enpro, Industries (including exclusive negotiations with respect to the French operations of GGB).
  • Nordson Corporation acquires CyberOptics CorporationJones Day advised Nordson Corporation in the acquisition of CyberOptics Corporation, a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.
  • Avient divests distribution business to H.I.G. CapitalJones Day advised Avient Corporation in the $950 million sale of its Distribution business to an affiliate of H.I.G. Capital.
  • Lamb Weston acquires remaining interest in European joint venture Lamb-Weston/Meijer for €700 millionJones Day is advising Lamb Weston Holdings, Inc. in the €700 million acquisition of the remaining equity interests in Lamb-Weston/Meijer v.o.f., its European joint venture with Meijer Frozen Foods B.V.
  • Marubeni sells global grain business of Gavilon Agriculture InvestmentJones Day advised Marubeni Corporation in the sale of the global grain business of Gavilon Agriculture Investment, Inc. to Viterra Limited, following a reorganization of Gavilon’s structure.
  • J.F. Lehman & Company acquires USA EnvironmentJones Day advised J.F. Lehman & Company in the acquisition by portfolio company, ENTACT, LLC, of USA Environment, LP and its affiliates.
  • NioCorp to combine with GX Acquisition Corp. IIJones Day is advising NioCorp Developments Ltd. (TSX: NB; OTCQX: NIOBF) in its business combination with GX Acquisition Corp. II (Nasdaq: GXII), a publicly-traded special purpose acquisition corporation.
  • Riverside portfolio company acquires assets of Commonwealth Heritage Group, Inc. (CHG)Jones Day represented The Riverside Company in connection with the acquisition by portfolio company PaleoWest of the assets of Commonwealth Heritage Group, Inc. (CHG), a Michigan-based cultural resource management consulting firm that assists clients with their need to address federal, state, and local level environmental regulations.
  • Parker divests its Aircraft Wheel and Brake divisionJones Day advised Parker-Hannifin Corporation (NYSE: PH, “Parker”), the global leader in motion and control technologies, in the divestiture of its Aircraft Wheel and Brake Division, located in Avon, Ohio, to Kaman Corporation (NYSE: KAMN) for $440 million.
  • Parker Hannifin's recommended all cash acquisition of Meggitt PLCJones Day acted 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.
  • EagleTree Capital acquires MacKenzie-Childs from Castanea PartnersJones Day advised EagleTree Capital in the acquisition and financing of MacKenzie-Childs, the artisan-driven American heritage home decor brand, from Castanea Partners.
  • Avient acquires DSM Protective Materials businessJones Day advised Avient Corporation (NYSE: AVNT), a leading provider of specialized and sustainable material solutions, in the $1.485 billion acquisition and financing of Koninklijke DSM N.V.’s protective materials business, a leading specialty engineered materials business built around the invention of Dyneema®, the world’s strongest fiber.
  • Avient completes $725 million Senior Notes offeringJones Day represented Avient Corporation in connection with a Rule 144A and Regulation S offering of $725 million aggregate principal amount of 7.125% Senior Notes due 2030.
  • Riverside sells Parker ProductsJones Day represented The Riverside Company in the sale of Parker Food Group, a leading developer and manufacturer of specialty value-added ingredients for large multi-national and emerging food and beverage brands, to a portfolio company of InvestIndustrial.
  • American Pacific Group acquires Concisys, Inc.Jones Day advised American Pacific Group, a San Francisco Bay Area-based private equity firm, in the acquisition of Concisys, Inc., a Southern California leader in surface mount technology electronic manufacturing services.
  • Owens Corning acquires Natural PolymersJones Day advised Owens Corning (NYSE: OC) in the acquisition of Natural Polymers, LLC, an innovative manufacturer of spray polyurethane foam insulation for building and construction applications.
  • High Road Capital portfolio company acquires Elite Technologies & CommunicationsJones Day advised High Road Capital Partners in connection with its acquisition by portfolio company Exponential Power, Inc. of Elite Technologies & Communications, Inc. (Elite Tech), expanding the company's position as an industry leading supplier of DC power, products, solutions, and services.
  • Resilience Capital Partners sells Trialon Corporation to Element Materials TechnologyJones Day advised Resilience Capital Partners in the sale of Trialon, a leading provider of testing and technical services including environmental, EMC, materials and vibration testing serving primarily the transportation industry, to Element Materials Technology.
  • Signature Aviation sells TAC Air FBOs to Atlantic AviationJones Day advised Signature Aviation in its divestiture of three TAC Air fixed base operations at Omaha, Nebraska (OMA); Raleigh-Durham, North Carolina (RDU); and Hartford, Connecticut (BDL) to Atlantic Aviation.
  • Integrated Power Services acquires Tampa Armature Works, Inc.Jones Day advised Integrated Power Services, the North American leader in service, repair and engineering for power management, electro-mechanical and rotating assets, in its acquisition of Tampa Armature Works, Inc., one of the industry's leading independent power services companies.