Rory D.Lyons

Partner

Atlanta + 1.404.581.8550

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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.

Experiência

  • The Aaron's Company agrees to be acquired by IQVenturesJones Day advised The Aaron's Company, Inc. in the acquisition and take private of Aaron’s by IQVentures Holdings, LLC, a leading fintech organization, for $10.10 per share in cash, or an enterprise value of approximately $504 million.
  • Innventure enters agreement with Learn CWJones Day advised Innventure LLC in its business combination with Learn CW Investment Corporation, a publicly traded special purpose acquisition company (NYSE: “LCW”) sponsored by CWAM LC Sponsor LLC, an affiliate of Learn Capital and Commonwealth Asset Management.
  • SITE Centers completes spin-off of Curbline Properties Corp.Jones Day advised SITE Centers (NYSE: SITC) in the spin-off of Curbline Properties Corp. (“Curbline”) as a separate publicly traded company listed on the New York Stock Exchange under the ticker symbol “CURB”.
  • Guardian Pharmacy Services completes $128.8 million IPO and pre-IPO corporate reorganizationJones Day represented Guardian Pharmacy Services, Inc., a leading long-term care pharmacy services company, in connection with its $128.8 million initial public offering (“IPO”) and pre-IPO corporate reorganization.
  • Jones Day represents CITGO in court-ordered saleJones Day is representing CITGO in connection with the proposed court-ordered sale of CITGO by a Special Master appointed by the United States District Court for the District of Delaware to Amber Energy, backed by Elliott Investment Management.
  • Roper Technologies acquires Procare SolutionsJones Day advised Roper Technologies, Inc. in the $1.86 billion acquisition of Procare Solutions, a leading provider of cloud-based software for the management of early childhood education centers.
  • Saint Luke's Health System of Kansas City merges with BJC HealthCareJones Day advised Saint Luke's Health System of Kansas City in its merger with BJC HealthCare.
  • restor3d acquires Conformis, Inc.Jones Day advised restor3d, Inc., a leading personalized 3D-printed orthopedic company, on its acquisition of Conformis, Inc. (NASDAQ: CFMS), a leading medical technology company focused on orthopedic patient care.
  • Roper Technologies subsidiary acquires business of RepliconJones Day advised Roper Technologies, Inc. in the acquisition by subsidiary Deltek, the leading global provider of software and solutions for project-based businesses, of the business of Replicon, Inc., a provider of unified time tracking solutions that bring together Project Delivery, Finance, and HR on a single platform, purpose-built for project and services-centric organizations.
  • Diebold Nixdorf successfully restructures over $2.7 billion in funded debt and completes the first-ever dual proceeding under the U.S. bankruptcy code and Dutch restructuring law in 71 daysIn the first-ever cross border restructuring involving dual main proceedings under chapter 11 of the U.S. Bankruptcy Code and a scheme of arrangement (the "Dutch Scheme") under the Dutch Act on Confirmation of Extrajudicial Plans (Wet Homologatie Onderhands Akkoord ("WHOA")), and the first-ever chapter 15 recognition of Dutch Scheme proceedings and a sanctioned WHOA reorganization plan (the "WHOA Plan"), Jones Day represented Diebold Nixdorf, Incorporated ("Diebold") and certain of its U.S. and Canadian subsidiaries (the "Debtors") in connection with (i) the prepackaged chapter 11 cases of In re Diebold Holding Company, LLC, et al., (Case No. 23-90602-DRJ) commenced on June 1, 2023, in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court"); (ii) the Dutch Scheme, commenced on June 1, 2023 by Diebold Nixdorf Dutch Holding B.V. (the "Dutch Issuer") in the District Court of Amsterdam (the "Dutch Court"), and (iii) the chapter 15 proceedings before the Bankruptcy Court commenced by the foreign representative of the Dutch Issuer, wherein the Bankruptcy Court recognized the Dutch Scheme proceeding as a foreign main proceeding and recognized and extended comity to the WHOA Plan that was sanctioned by the Dutch Court.
  • Cardinal Health merges its Outcomes™ business into Transaction Data SystemsJones Day advised Cardinal Health, Inc. (NYSE: CAH) in connection with the combination of its Outcomes™ business to Transaction Data Systems, a portfolio company of BlackRock Long Term Private Capital and GTCR, in exchange for a minority stake in the combined entity.
  • Evoqua merges with Xylem in $7.5 billion all-stock transactionJones Day advised Evoqua Water Technologies Corp. (NYSE: AQUA) in its $7.5 billion stock-for-stock merger with Xylem Inc. (NYSE: XYL).
  • Flowers Foods acquires Papa Pita BakeryJones Day advised Flowers Foods, Inc. in its acquisition of Papa Pita Bakery, a leading manufacturer and distributor of high-quality bagels, tortillas, breads, buns, English muffins, and flat breads.
  • Roper Technologies sells majority stake in industrial businesses to Clayton Dubilier & Rice, LLC for $2.6 billionJones Day advised 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 and contingent consideration of up to $51 million.
  • 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.
  • BenefitMall sells company to Truist Insurance Holdings, Inc.Jones Day represented BenefitMall, a Carlyle portfolio company, in connection with the sale to CRC Insurance Services, Inc., a subsidiary of Truist Financial Corporation.
  • 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.
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    November 2022 White Paper

    SEC Adopts Final Dodd-Frank Act Clawback Rules: An A-to-Z Explanation

    January 2012 Commentary

    Tax Reporting Deadline Rapidly Approaching for Incentive Stock Options and Employee Stock Purchase Rights

    February 2010 Commentary

    IRS Releases Section 409A Documentary Correction Program

    November 2009 Commentary

    IRS Begins Section 409A Audits

    • June 2006
      Employment Agreements and Severance Arrangements – Section 409A’s Impact, The Corporate Compliance & Regulatory Newsletter

    • 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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