Guiding Complex M&A, Venture Investments, and Corporate Governance

Tom is the Managing Partner and CEO of Willcox Savage.  In addition to leading the firm, he leads a corporate practice centered on mergers and acquisitions, venture capital and securities transactions, and sophisticated commercial transactions, including intellectual property and technology transfers.  Tom’s clients include a broad array of national and international businesses in a diverse group of sectors, including technology, communications and media, manufacturing and distribution, information services, health care, and public infrastructure.  Drawing on more than three decades of deal work, Tom guides clients through complex transactions, including buy and sell-side competitive auctions, spin-offs, split-offs, carve outs, joint ventures, tenders and PIPE investments.  For many of his clients, Tom serves as their principal outside counsel, helping design and coordinate their legal strategies and initiatives. He also advises boards and executives on governance, fiduciary duties, and risk allocation so that their business objectives and legal requirements move in step from term sheet to closing and beyond.

Notable Work & Achievements

Landmark’s Weather Channel Transaction

As lead counsel to Landmark Communications, Tom guided the restructuring and spin-off of its non-weather businesses and the subsequent sale of The Weather Channel companies to a consortium composed of NBCUniversal, Blackstone, and Bain Capital. He coordinated the structuring of the transaction and multi-party negotiations to close a marquee media transaction with international reach.

Development of Trader Publishing Joint Venture and Separation of Dominion Enterprises Businesses

Tom and his team represented Trader Publishing Company (“TPC”), a joint venture of Cox Enterprises and Landmark Communications, in developing (organically and strategically), over more than a decade a media conglomerate, which included AutoTrader.com (and a family of related Trader businesses), Boats.com, ForRent.com, Homes.com, and market leading online advertising, marketing and technology solutions for businesses in the automotive, marine, powersports, recreational vehicle, commercial equipment, employment, and travel industries.

In 2006, Tom represented Landmark in the complex reorganization and separation of the TPC businesses between Cox, on the one hand, and Landmark, on the other, with Landmark receiving the businesses that became Dominion Enterprises. The tax-free separation required the parties to develop bespoke service, support and indemnification agreements that survived for many years while each business unit established its own competencies.

During the past two decades, Tom has represented Dominion in effecting a series of significant acquisitions and sales, including the following middle market sales: Dominion Web Solutions (now Trader Interactive) to a company owned by Eurazeo and Goldman Sachs; Dominion Marine Media to Apax Partners; For Rent Media Solutions to CoStar Group; and (in a separate sale), Homes.com to CoStar Group. Each transaction required disciplined execution, including designing and managing a competitive auction, negotiating definitive purchase agreements and material ancillary agreements (including IP licensing and transition service arrangements), and navigating intricate closing conditions.

Following the sales, Tom and his team have been engaged by some of the buyer groups, like Trader Interactive, to represent the target companies in growth transactions.

Data Center Business Growth and Sale

Tom and his team represented Expedient Data Centers in developing over a 15-year period a network of data centers in strategic locations around the United States. In 2019, Tom represented Landmark in selling Expedient to AMP Capital Investors.

Sale of ESOP-owned Surface-Ship Repair Company to Strategic Buyer

As lead M&A counsel to an ESOP-owned company, Tom guided the sale of Metro Machine, a leading East Coast surface-ship repair company supporting the U.S. Navy fleet, to General Dynamics Corporation. In addition to leading customary M&A deal negotiations, Tom assisted the seller in navigating key ESOP considerations, including valuation.

Television and Newspaper Transactions

For Landmark Media Enterprises, Tom led the divestiture of its robust portfolio of television and newspapers businesses, including the following substantial sales: KLAS-TV (Las Vegas) to Nexstar Broadcasting; WTVF (Nashville) to Journal Communications; Greensboro News & Record to Berkshire Hathaway; The Roanoke Times to Times-World; the Annapolis Capital Gazette to the Baltimore Sun; the Virginian-Pilot to tronc; Landmark Community Newspapers to Paxton Media Group; tax-free split off of The Washingtonian Magazine from Capital-Gazette Publications. In addition to leading the negotiation of the definitive agreements, Tom and his team managed all regulatory approvals, including, as applicable, FCC approvals.

Roll Up by Leading Packaging Solutions Provider

Tom and his team counseled Fortis Solutions Group in acquiring and growing packaging businesses through the nation. They also represented Fortis in securing a significant strategic growth investment from Main Post Partners in an M&A transaction that included key rollover elements.

Counsel to a Regional Transportation Authority on Generational Infrastructure Projects

Tom serves as general counsel to the Hampton Roads Transportation Accountability Commission, advising the Commission on operational matters, including governance, and representing it in a myriad of complex (and often novel) commercial and intergovernmental contractual arrangements relating to development and operation of the Commission’s generational infrastructure initiatives, including the $3.9 billion Hampton Roads Bridge-Tunnel expansion project and the 45-mile Hampton Roads Express Lanes Network.

Private Placements and Private Equity and Hedge Fund Investments

Tom represents issuers and investors in private securities offerings, including both venture capital and growth equity. He also advises high net worth individuals and family offices in private equity and hedge funds investments.