Thomas Hughes

Thomas Hughes

Partner
Baker & McKenzie LLP

Biography

Thomas (Tom) Hughes is a deeply experienced M&A lawyer who provides efficient, creative solutions to complex issues arising in public and private M&A and related transactions, both in the US domestic market and internationally. Tom joined Baker McKenzie in 2018 as a transactional partner, based in the Chicago office, and is admitted to both the New York and Illinois bars, having previously practiced in the M&A group of an elite international law firm in its New York City office (2004-2016) and its Chicago office (2016-2017). Over the course of his legal career, he has served as lead M&A counsel on hundreds of US domestic and international M&A transactions ranging in size from USD 1.00 to USD 160 billion, involving cash, stock and other consideration.

Tom is active in pro bono and other civic matters. He has successfully represented pro bono clients in asylum cases, contested divorces, nonprofit formation and mergers, and participates in Baker McKenzie’s Real Rights project.

Tom attended the University of Michigan Law School as a Darrow Scholar, where he was as an associate editor of the Michigan Law Review. Prior to attending law school, Tom practiced as an industrial engineer at Honeywell where he led the design and development of its Global Electronic Operations Network (GEONET), an internet-enable ERP system, and participated in strategic consulting projects at Boeing, Chrysler and General Motors. He received his M.S.E. and B.S.E in Industrial & Operations Engineering from the University of Michigan through the Engineering Global Leadership Honors Program, which combines engineering curriculum with MBA and cross-cultural courses. Tom graduated from Seaholm High School in Birmingham, Michigan. Tom has also been a visiting clinical lecturer in law at Yale Law School.

Tom resides in Chicago with his wife and four children. In his spare time, he enjoys piano, soccer, chess and playing board games with his family. Mr. Hughes speaks conversational French and has translated various Latin texts.

Practice Focus

Tom leads transactions involving public US and cross-border tender offers, mergers (or schemes of arrangements), both hostile and friendly, in the US and foreign jurisdictions; global carve-outs under US and foreign law; privately held stock, equity and asset purchases; and joint ventures and minority equity investments. He advises a wide range of leading US and foreign corporate clients, as well as select private equity, sovereign wealth and hedge fund clients, on corporate, corporate governance and securities law compliance issues. In addition, Tom has extensive experience in self-tender offers, share and debt repurchases, securitization transactions and other capital markets transactions. Tom’s recent transactions have primarily focused on the consumer goods, healthcare/life sciences and industrial sectors, as well as matters involving private equity sponsors, REITs and private investment funds.

Representative Legal Matters

  • Advised Mondel─ôz International in the pending sale of Trident, Dentyne and other gum brands in developed markets to Perfetti Van Melle Group for USD 1.35 billion; its acquisition of a significant majority interest in Grenade, a UK leader in high-protein bars; and its acquisition of Perfect Snacks, a California-based pioneer in refrigerated nutrition bars.
  • Advised LVMH Moët Hennessy Louis Vuitton SE in its acquisition of Belmond Ltd., owners, part-owners or managers of 45 luxury hotel, restaurant, train and river cruise properties, a USD 3.2 billion enterprise value transaction.
  • Advised H. Lundbeck A/S in the acquisition of Alder BioPharmaceuticals, Inc, a company committed to migraine treatment and prevention, a transaction valued at USD 1.95 billion (including CVR consideration); and in the sale of its interest in Vitaeris, a clinical-stage biotechnology company focused on the phase III development of a product candidate for treatment of chronic AMR, to CSL Behring.
  • Advised Servier Pharmaceuticals LLC, an independent international French-based pharmaceutical company, in its acquisition of the Oncology business of Shire (now part of Takeda), a leading global biotechnology company focused on rare diseases, a transaction valued at USD 2.4 billion; and its acquisition of Agios Pharmaceuticals’ oncology business including its commercial, clinical and research-stage oncology portfolio for up to USD 2 billion, including an upfront payment of USD 1.8 billion and a potential USD 200 million in regulatory milestone, plus royalties.
  • Advised Gebr. Knauf KG, a German-based manufacturer of building materials operating more than 220 factories worldwide, in its proxy contest and subsequent acquisition of USG Corporation, a Chicago-headquartered industry-leading manufacturer of building products and innovative solutions, a USD 7 billion enterprise value transaction.
  • Advised Abbott in connection with a European joint venture transaction involving a leading generics manufacturer, and in the sale of an Argentinian business line.
  • Advised Datwyler in the acquisition of QSR, a leading supplier of high-quality seals and components, from Q Holdings and 3i.
  • Advised Griffin Capital on the sale of its US wealth distribution and asset management business to Apollo, and in connection with its REIT self-administration and merger transactions between Griffin-American Healthcare REIT III, Griffin-American Healthcare REIT IV and their respective external advisors in connection with the formation of American Healthcare REIT, a USD 4.2 billion REIT.
  • Advised Resource Real Estate, LLC and C-III Capital Partners, LLC in connection with its REIT self-administration and merger transactions to create a USD 3 billion REIT.
  • Advised CRIF S.p.A. on the sale of its Lending Solutions Divisions to Thoma Bravo LLC.
  • Advised MiddleGround Capital in its acquisition of automotive sensor provider, New Eagle LLC.
  • Advised Benesse Holdings in connection with the sale of Berlitz Corporation to the ILSC Education Group, creating one of the largest language education groups in the industry.

Admissions

  • Illinois~United States (2016)
  • New York~United States (2005)

Education

  • University of Michigan Law School (J.D., cum laude) (2004)
  • University of Michigan (M.S.E.) (1999)
  • University of Michigan (B.S.E. Industrial and Operational Engineering, magna cum laude) (1998)

Contributing Editor, Michigan Law Review, 2004