Profile
Tom loves to negotiate deals. He believes that every transaction presents as an opportunity for parties to find common ground and enjoys helping his clients capitalize upon that opportunity. When obstacles or complications arise, Tom embraces the challenge of developing unique and innovative strategies that protect his client’s interests but also allow the transaction to move forward. Most importantly, Tom enjoys delivering value to his clients by managing an effective and efficient deal process and by negotiating and drafting transaction documents that clearly and concisely reflect the business deal.
Tom’s approach to delivering value through the deal process has allowed him to develop an international corporate transactional practice representing public companies and large private equity firms in complex mergers and acquisitions and securities offerings.
Concentrations
- Developing innovative tools, techniques and technologies that assist deal makers to deliver more value to their clients in structuring, negotiating and documenting their deals.
- Negotiating transactions totaling billions of dollars in the real estate, resort and hospitality, media, oil and gas, clean energy, high tech and telecommunications industries.
- Forming Joint Ventures and Partnerships in the oil and gas, real estate, infrastructure, investment advisory and general corporate industries.
- Advising clients on public-private and public-public mergers, stock and asset purchases, and stock swaps.
- Advising boards of public companies in connection with their fiduciary duties and corporate governance under Colorado and Delaware law.
- Assisting public companies prepare federal and state securities filings, helping public and private companies raise capital through private placements.
- Counselling corporate and individual clients on securities law violations.
Capabilities
Experience
- Represented RGS Energy (f/k/a Real Goods Solar) in its acquisition of Mercury Energy in a stock for stock merger in which Mercury's shareholders received shares of RGS in an offering registered on Form S-4. The acquisition expanded RGS Energy's presence in northeast and added more than $10 Million in cash to accelerate growth in key markets nationwide.°
- Represented Mexico Retail Properties and MRP Group, LP in the largest ever real estate transaction in Mexico's history consisting of the sale of 49 commercial properties and the sale of MRP Group's property management platform for an aggregate purchase price of approximately $2 billion to FIBRA Uno, the first and largest real estate investment trust in Mexico.°
- Represented Gaiam, Inc. in a carve out sale transaction in which it sold its non-Gaiam branded entertainment media distribution business to Cinedigm Inc. for $51.5 million.°
- Represented Gaiam Americas, Inc. in its $13.4 million acquisition of VE Newco, LLC, a subsidiary of Universal Music Group Distribution Corp.°
- Assisted Vail Resorts subsidiary Mountain News Corporation to acquire Skiinfo.com, Europe's leading snow-sports web site. Mountain News intends to combine the operations of Skiinfo.com with the operations of OnTheSnow.com, the industry leading snow-sports website currently operated by Mountain News. The combined digital operation will reach 23 million annual unique visitors, operating in 14 languages and 20 nations, the company said. In addition to operating its own websites, the operation will supply snow reports to some 1,500 other websites and media companies.°
- Counsel to 3D Lacrosse in obtaining $5.23 million in equity financing.°
- Represented one of the larger solar energy installers in the residential and commercial sectors in the United States in its completion of a $9 million PIPE Investment.°
- Represented subsidiaries of Gaiam, Inc., as borrowers under a $35 million syndicated revolving credit facility made by PNC Bank as administrative agent.°
- Provided Nevada legal opinion to EchoStar Corporation (NASDAQ: SATS) in connection with its $1 billion senior secured notes. The net proceeds of the offering were used to fund a portion of the purchase price for EchoStar's previously announced acquisition of Hughes Communications, Inc.°
- Represented Firehouse Ventures, LLC in a Vectra Bank credit facility.°
- Represented Firehouse Ventures, LLC in a JP Morgan Chase credit facility.°
- Represented Firehouse Ventures, LLC in an investment from Lakeview Equity Partners I, L.P.°
- Formed $100m plus Oil and Gas Joint Venture which invested in Canadian Gas assets.
- Formed Infrastructure Joint Venture which invested in Latin America.
- Represented Investment Advisor Partnership in amending and restating their partnership to redesign their compensation, governance and payout structures.
°The above representations were handled by Mr. Romer prior to his joining Greenberg Traurig, LLP.
Recognition & Leadership
- Listed, The Best Lawyers in America, Corporate Law, 2021-2024
- Team Member, a Law360 "Food & Beverage Practice Group of the Year," 2015
- Board Member, Denver Art Museum, Board of Trustees Development Committee, 2007-Present
- Board Member, Metropolitan State College of Denver Foundation Inc., Board of Directors
- Member, Law360 Editorial Advisory Board, Legal Industry, 2022-2023
- Member, Leadership Denver, Class of 2015
- Member, American Bar Association
- Editor, Revised Model Asset Purchase Agreement Section
- Founding Member, Mergers and Acquisitions Committee, Task Force on Legal Practice Management
- Member, Colorado Bar Association
- Member, Denver Bar Association
- Member, National Western Stock Show Association
- Member, Colorado Business Committee for the Arts, Leadership Arts Program
Credentials
Education
- J.D., University of Colorado Law School, 1998
- B.A., Tufts University, 1990
Admissions
- Colorado