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

  • BenefitMall sells company to Truist Insurance Holdings, Inc.Jones Day is representing BenefitMall, a Carlyle portfolio company, in connection with the sale to CRC Insurance Services, Inc., a subsidiary of Truist Financial Corporation.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day is advising Roper Technologies, Inc. on the sale of a majority stake in its industrial businesses, including its entire Process Technologies segment and the industrial businesses within its Measurement & Analytical Solutions segment, to an affiliate of Clayton Dubilier & Rice, LLC, for $2.6 billion in cash, subject to customary purchase price adjustments, and contingent consideration of up to $51 million.
  • FEI partners with Nationwide Marketing GroupJones Day advised FEI Group in its strategic partnership and merger with Nationwide Marketing Group, the independent retail channel’s largest buying, marketing and business support organization, supporting more than 5,000 independently owned businesses across North America.
  • Centre Lane Partners portfolio company acquires Fiskars' North American watering businessJones Day advised Centre Lane Partners, LLC in connection with the acquisition and financing by its portfolio company Lawn & Garden, LLC of Fiskars Corporation's North American watering business including the Gilmour and Nelson brands.
  • Montauk Energy Holdings amends existing senior secured revolving credit and term loan facilityJones Day represented Montauk Energy Holdings, LLC, as borrower, and certain of its affiliates as guarantors, in connection with a fourth amendment and joinder to their existing senior secured revolving credit and term loan facility with Comerica Bank, as agent.
  • DMI secures strategic investment from OceanSound PartnersJones Day advised DMI in its strategic investment from an affiliate of OceanSound Partners, LP.
  • Sensata Technologies acquires Spear Power SystemsJones Day advised Sensata Technologies in its acquisition of Spear Power Systems, a leader in lithium-ion based energy storage solutions for mission-critical and demanding end user applications.
  • Axion BioSystems completes sale of company to Summa EquityJones Day advised Axion BioSystems, Inc., a leading provider of MEA and impedance technology for single-cell analysis, in its sale of the company to Summa Equity.
  • restor3d merges with Kinos MedicalJones Day advised restor3d, Inc. in its merger with Kinos Medical, a leading total ankle replacement company.
  • MedShape acquired by DJOJones Day advised MedShape, Inc., a privately held orthopedic medical device company founded in 2005, in connection with its acquisition by DJO, a subsidiary of Colfax Corporation.
  • PureCycle Technologies combines with Roth CH Acquisition I Co.Jones Day advised 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.
  • PGT Innovations acquires 75% ownership stake in Eco Window Systems for $108 millionJones Day advised PGT Innovations, Inc. in its $108 million acquisition of a 75% ownership stake in Eco Window Systems and its related companies, which are leading manufacturers and installers of aluminum, impact-resistant windows and doors serving the South Florida region, as well as PGTI's related $60 million Rule 144A and Regulation S add-on offering of 6.75% Senior Notes due 2026.
  • Unibloc Pump acquired by May River CapitalJones Day advised Unibloc Pump in its sale to May River Capital, a Midwest-based private equity firm focused on helping high-caliber industrial businesses grow and prosper.
  • HD Supply acquired by The Home Depot, Inc. for $8.8 billionJones Day advised HD Supply, Inc. ("HDS") in its $8.8 billion acquisition by The Home Depot, Inc. ("Home Depot").
  • 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 Holdings separates into two industry-leading public companiesJones Day advised HD Supply Holdings, Inc. (NASDAQ: HDS) in its demerger.
  • 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.
  • 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