Thomas Christopher advises domestic and multinational companies, special committees, and private equity firms in a wide variety of M&A transactions, activist situations, equity investments, and corporate governance and similar matters.
Mr. Christopher, a nationally renowned M&A practitioner, draws on nearly three decades of experience representing principals and other parties in transactions involving the purchase and sale of companies, subsidiaries, divisions, and other assets. He has advised on hundreds of transactions across a diversity of industries, including the energy/power, infrastructure, industrials, life sciences, financial services, and communications sectors.
In particular, Mr. Christopher has represented numerous public companies in both negotiated and unsolicited change-of-control transactions and activist situations, including proxy contests, shareholder proposals, and related matters. His practice also includes representing private equity firms in a variety of matters, including going-private transactions and consortium arrangements.
In addition, Mr. Christopher regularly represents boards of directors and special committees in related-party transactions. He has also represented parties in forming and dissolving joint ventures.
Mr. Christopher served as a law clerk to Judge Richard A. Gadbois, Jr. of the US District Court for the Central District of California.
Mr. Christopher has received broad industry recognition for his role in market-shaping transactions and client service. Among his honors, he has been cited in The Legal 500 US as a “great public company M&A lawyer” and has been featured in the BTI Client Service All-Star list. Mr. Christopher has also been named to Law & Politics magazine’s annual New York Super Lawyers list every year since 2010, and has been highlighted numerous times in The American Lawyer magazine’s Big Deals column.
Mr. Christopher’s experience includes the following representations:
Strategic and Public M&A
- NRG Energy in connection with its approximately US$5.5 billion acquisition of GenOn Energy*
Community Health Systems in connection with its approximately US$7.6 billion acquisition of Health Management Associates*
- ABB Ltd in connection with its approximately US$4.2 billion acquisition of Baldor Electric Company*
- ICU Medical in its US$1 billion cash and stock acquisition of Pfizer’s global infusion therapy business, Hospira Infusion Systems (HIS)
- The Board of Directors of Office Depot and the Transaction Committee of the Board in connection with Office Depot’s approximately US$1.2 billion acquisition of OfficeMax*
- Charter Communications in connection with Liberty Media’s purchase of a 27.3% interest in Charter from certain stockholders for approximately US$2.6 billion*
- Hess Corporation in connection with the sale of its energy marketing business to Direct Energy Business, a US subsidiary of Centrica plc, for approximately US$1 billion*
- The Special Committee of the Board of Directors of EXCO Resources in connection with the proposal of the company’s chairman and CEO to take the company private in a US$5.4 billion transaction*
- Dade Behring Holdings in connection with its approximately US$7 billion sale to Siemens*
- Orix in connection with its approximately US$630 million acquisition of a 22% stake in Ormat Technologies
- The Board of Directors of PHH Corporation in connection with the company’s approximately US$480 million merger with, and into a subsidiary of, Ocwen Financial
Hostile Takeover and Activist Matters
- NRG Energy in connection with Exelon’s approximately US$7.5 billion unsolicited exchange offer and proxy contest for control of the company*
- Community Health Systems in connection with its US$3.4 billion unsolicited bid to acquire Tenet Healthcare*
- NRG Energy in connection with the company’s corporate governance arrangements with Elliott Associates and Bluescape Energy Partners
- The Board of Directors of PHH Corporation in connection with the company’s corporate governance arrangements with EJF Capital
- Sam Zell and his investment vehicle, Equity Group Investments, in connection with the participation of Mr. Zell and two affiliates in the consent solicitation and proxy contest to gain control of CommonWealth REIT*
- The Special Committee of the Board of Directors of Sauer-Danfoss in connection with the purchase by Danfoss A/S, Sauer-Danfoss’ parent company, of all the outstanding shares of common stock of Sauer-Danfoss not already owned by Danfoss*
Private Equity and Financial Sponsor Matters
- Investment funds managed by Macquarie Infrastructure and Real Assets in the sale of their 44% interest in Puget Holdings, a provider of electric and natural gas services, to four different investors including OMERS Infrastructure and PGGM
- Macquarie Infrastructure and Real Assets as the leader of a consortium of investors in connection with the US$4.7 billion acquisition of Cleco*
- The Special Committee of the Board of Directors of Statewide Mobility Partners in connection with its US$5.7 billion sale of ITR Concession Company to IFM Investors*
- The Special Committee of the Board of Directors of Apollo Residential Mortgage in connection with the company’s approximately US$640 million sale to Apollo Commercial Real Estate Finance
*Matter handled prior to joining Latham