Rory D.Lyons

Partner

Atlanta + 1.404.581.8550

Rory Lyons has more than 30 years of experience in all aspects of executive compensation affecting public and private companies. Rory advises senior executives and boards of directors on employment and change-in-control agreements, the design and implementation of stock and incentive plans, and benefit and compensation issues raised in connection with mergers, acquisitions, and other changes in capital structure. Rory's practice also includes a wide range of general business tax matters, including advising publicly held and privately held corporations on the tax aspects of acquisitions, dispositions, restructurings, joint ventures, and other major corporate transactions. Rory coordinates the tax and employee benefit activities for Jones Day's Atlanta Office and acts as one of the leaders for Jones Day's Firmwide Executive Compensation Practice.

Rory's recent transactions include Reynolds American's acquisition by British American Tobacco Plc in a transaction valued at $49 billion; Newell Brands' acquisition of Jarden Corporation for $16 billion; The Southern Company's acquisition of AGL Resources for $12 billion; Exelis' acquisition by Harris Corporation for $4.8 billion; and the proposed $38 billion merger-of-equals involving PotashCorp and Agrium.

Rory also is a frequent writer on executive compensation issues, such as the Section 409A rules regulating deferred compensation, the $1 million cap on executive pay, and the tax penalties imposed on golden parachute payments.

Experience

  • STERIS acquires Key Surgical for approximately $850 millionJones Day advised 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.
  • HD Supply to be acquired by The Home Depot, Inc. for $8.8 billionJones Day is advising HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").
  • PureCycle Technologies to combine with Roth CH Acquisition I Co.Jones Day is advising PureCycle Technologies LLC ("PureCycle") in its business combination with Roth CH Acquisition I Co. ("Roth SPAC"), a publicly-traded special purpose acquisition corporation backed by Roth Capital Partners and Craig-Hallum Capital Group, and Roth CH Acquisition I Co. Parent Corp., a wholly owned subsidiary of Roth CH ("Holdings"), among others.
  • HD Supply sold its Construction & Industrial--White Cap business segment for $4 billion to an affiliate of Clayton, Dubilier & RiceJones Day advised HD Supply Holdings, Inc. in the $4 billion sale of its Construction & Industrial--White Cap business (also known as "White Cap"), a leading distributor of specialty concrete and construction products and services in North America serving professional contractors, to an affiliate of Clayton, Dubilier & Rice.
  • Funds managed by EagleTree Capital complete $238 million IPO of Corsair GamingJones Day acted as legal counsel to funds managed by EagleTree Capital, LP in Corsair Gaming Inc.’s $238 million initial public offering, reflecting an enterprise value of approximately $1.7 billion.
  • Cardinal Health sold minority ownership in NaviHealth, Inc. to OptumHealthJones Day advised Cardinal Health, Inc. in the sale of its minority ownership interest in NaviHealth, Inc. to UnitedHealth Group Incorporated's OptumHealth.
  • Sequential Technology International sold to APC HoldingsJones Day advised Sequential Technology International LLC, an innovative leader in the software, consulting, and BPO sectors, in its sale to APC Holdings.
  • The Stars Group combines with Flutter Entertainment in all share transaction to create world's largest online gaming company by revenueJones Day advised The Stars Group Inc. ("TSG"), listed on Nasdaq and TSX, on an all-share combination with Flutter Entertainment plc ("Flutter"), listed on LSE, implemented through an acquisition of TSG by Flutter pursuant to a Canadian plan of arrangement (the "Combination").
  • LendingTree announces strategic investment in StashJones Day advised LendingTree, Inc. in its strategic investment in Stash, one of the fastest-growing banking and investing services in the U.S.
  • PGT Innovations acquires NewSouth Window SolutionsJones Day advised PGT Innovations, Inc., a national leader in premium windows and doors, including impact-resistant products, in connection with its $92 million cash acquisition of NewSouth Window Solutions, subject to adjustments.
  • HD Supply Holdings to separate into two industry-leading public companiesJones Day is advising HD Supply Holdings, Inc. (NASDAQ: HDS) in its demerger.
  • Western Digital acquires Kazan NetworksJones Day advised Western Digital Corporation (NASDAQ:WDC) in its acquisition of Kazan Networks Corp., a provider of industry leading NVMe™-over-Fabric (NVMe-oF) ASIC and adapter products for next-generation data center architectures.
  • Finacity Corporation acquired by Greensill CapitalJones Day advised Finacity Corporation, a leader in specialized receivables securitization, in its acquisition by Greensill Capital, the leading non-bank provider of working capital finance for companies globally.
  • Nutrien acquires Actagro, LLC for $340 millionJones Day advised Nutrien Ltd. in its $340 million acquisition of Actagro, LLC, a developer, manufacturer, and marketer of environmentally sustainable soil and plant health products and technologies.
  • Louisiana-Pacific enters cooperation agreement with D.E. Shaw GroupJones Day advised Louisiana-Pacific Corporation in connection with a cooperation agreement with certain funds affiliated with D.E. Shaw.
  • Gray Television acquires Raycom Media for $3.6 billionJones Day advised Gray Television, Inc., a television broadcast company headquartered in Atlanta, Georgia, in connection with its acquisition of privately-owned Raycom Media, Inc., a Montgomery, Alabama-based television broadcast company, in a cash and stock transaction with an enterprise value of approximately $3.6 billion.
  • Southern Company sells certain Florida assets to NextEra Energy for $6.5 billionJones Day advised Southern Company in three separate transactions for the sale of several of its Florida assets – Gulf Power Company, Florida City Gas, and the entities holding Southern Power’s interest in Plant Oleander and Plant Stanton – to NextEra Energy (NYSE: NEE) for an aggregate purchase price of $6.5 billion, including total equity value of approximately $5.1 billion.
  • Flowers Foods acquires Canyon Bakehouse for $205 millionJones Day advised Flowers Foods, Inc. in its $205 million acquisition (including a performance-based contingent payment of $5 million) of Canyon Bakehouse, LLC, a privately held, gluten-free baking company based in Johnstown, Colorado.
  • Hitachi Vantara acquires REAN CloudJones Day advised Hitachi Vantara in its acquisition of REAN Cloud LLC, a global cloud systems integrator, managed services provider and solutions developer of cloud-native applications across big data, machine learning and emerging internet of things (IoT) spaces.
  • Blue Point Capital recapitalizes Next Level ApparelJones Day advised Blue Point Capital Partners in connection with the recapitalization of YS Garments, LLC (d/b/a Next Level Apparel).
  • Speaking Engagements

    • September 24-25, 20015
      Compensation-Related Tax Updates, Jones Day's 2015 Critical Updates in Executive Compensation and Benefits Symposium
    • June 2006
      Section 409A: New Tax Rules for Nonqualified Deferred Compensation, American Bar Association
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