Thomas B. Romer Thomas B. Romer

Thomas B. Romer

Shareholder
tromer@bhfs.com
303.223.1137
Denver, Colorado

Previous Experience

  • Derivatives Analyst, Merrill Lynch
  • Director, Governor’s Correspondence Office, Governor Bruce Sundlun’s Office (Rhode Island)
  • Derivatives Analyst, Merrill Lynch
  • Director, Governor’s Correspondence Office, Governor Bruce Sundlun’s Office (Rhode Island)
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 solutions 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.

To maximize client value, Tom approaches deals holistically. He believes that an efficient and well planned negotiation process can add significant client value. Tom also recognizes that any successful transaction requires a team of professionals with a variety of expertise and knows how to effectively integrate these professionals into the transaction. He understands how to coordinate with the various client constituencies that are involved in a transaction to maximize client involvement and minimize miscommunication. 

Tom’s approach to delivering value through the deal process has allowed him to develop a successful international corporate transactional practice representing public companies and large private equity firms in complex mergers and acquisitions as well as securities offerings.

He has negotiated a variety of transactions totaling billions of dollars in the real estate, resort and hospitality, media, oil and gas, clean energy, high tech and telecommunications industries. He has advised clients on public-private and public-public mergers, stock and asset purchases, and stock swaps.

Tom has led teams that have completed both domestic and cross-border transactions, most recently concluding the largest real estate transaction in Mexico's history for a US-based private equity fund with limited partners based in Asia.

Tom also advises boards of public companies in connection with their fiduciary duties and corporate governance under Colorado and Delaware law in connection with mergers and acquisitions, securities offerings, controlled corporate transactions and other complex transactions. His securities practice includes assisting public companies prepare federal and state securities filings, helping public and private companies raise capital through private placements, and counseling corporate and individual clients on securities law violations.

In addition to his legal background, Tom’s Wall Street and political experience give him a unique perspective which allows him to better assist his clients as they navigate the financial and political issues faced by public companies and large private equity firms, particularly those active in regulated industries.

Deals
Practices & Industries
Buy and Sell

Acquisitions and dispositions for public companies and private equity firms are a significant part of Tom’s practice. He often advises clients on both corporate and securities matters related to purchases and sales. For example, he has assisted Vail Resorts and/or its subsidiaries in several acquisitions, among them the acquisition of Skiinfo.com, Europe's leading snow-sports web site; the acquisition of Mountain News Corporation; the $38.3 million acquisition of Colorado Mountain Express, a resort ground transportation business; and the acquisition of Accommodation Station, the third largest property management company in South Lake Tahoe.

Complex Transactions

Tom is known for his ability to boil down complex issues and organize a team to quickly respond to clients’ needs. He helped lead the team of lawyers that 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 US $2 Billion to FIBRA Uno, the first and largest real estate investment trust in Mexico. Another recent example includes Tom’s work on Gaiam’s $51.5 million carve out sale transaction of its non-Gaiam branded entertainment media distribution business to Cinedigm Inc.  

Project Management

A significant portion of Tom’s practice involves managing teams of lawyers with a variety of specialties and from various national and international jurisdictions to achieve his clients’ goals. He is a founding member of an American Bar Association committee on Legal Practice Management in Mergers and Acquisitions charged with evaluating how deal lawyers can manage transactions for their clients more efficiently and effectively. He is also as an editor of a section of the Revised Model Asset Purchase Agreement, which will be published by the American Bar Association. 

Representative Matters
  • Counsel to 3D Lacrosse in obtaining $5.23 million in equity financing.

  • Represented RGS Energy in its acquisition of Mercury Energy, an east coast solar integrator.

  • 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 US $2.0 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 one of the larger solar energy installers in the residential and commercial sectors in the U.S. in its successful completion of a $9,000,000 PIPE Investment.

  • Represented client in acquisition of a specialty sports retail establishment.

  • Represented subsidiaries of Gaiam, Inc., as borrowers under a $35 million syndicated revolving credit facility made by PNC Bank as administrative agent.

  • 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.

  • Assisted Vail Resorts, Inc. and its subsidiary Mountain News Corporation, publisher of OnTheSnow the most visited snowsports website in the world, with intellectual property issues associated with the acquisition of SkiReport.com, the second most visited ski report website in North America.

  • Assisted Vail Resorts, Inc. and its subsidiary Specialty Sports Ventures, LLC with employment and ERISA issues associated with the acquisition of Outdoor Outlet, LLC, a Wisconsin-based company that owns and operates O2GearShop.com, an online retailer of outdoor/snowsports goods and equipment.

  • 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.

  • Provided ERISA and employment advice in connection with Vail Resorts, Inc.'s $63 million acquisition of Northstar-at-Tahoe Resort in California.

  • Assisted Vail Resorts, Inc., the parent company of Heavenly Mountain Resort, to acquire Accommodation Station, the third largest property management company in South Lake Tahoe.

  • Represented Vail Resorts, Inc. (NYSE: MTN) in its acquisition of Mountain News Corporation (MNC), which operates the world's most visited online snow sports portal, OnTheSnow.com. Mountain News Corporation is the top provider of snow reports to more than 1,200 web sites throughout the world, including approximately 400 news media websites.

  • Represented Firehouse Ventures, LLC and its affiliates in the sale of all stock to VCA Animal Hospitals, Inc., a subsidiary of VCA Antech, Inc. Firehouse Ventures owned and operated six veterinary hospitals in the Denver metropolitan area.

  • The Firm represent Firehouse Ventures, LLC, a veterinary practice roll-up organization, in general business and corporate advisory legal matters. Brownstein helped to form the company, guided the founders through several rounds of equity and debt financings, and have provided employment, ERISA and benefits advice including phantom stock plans. Brownstein also handles all of Firehouse Ventures' litigation, real estate and practice acquisitions.

  • Represented Vail Resorts, Inc. in its $40.5 million acquisition of Colorado Mountain Express, a resort ground transportation business. Brownstein also handled the related real estate, tax, environmental, ERISA and employment aspects of the transaction.

  • Represented Firehouse Ventures, LLC in multiple acquisitions from 2005 - 2009.

  • Represented an investor group in the purchase of a majority of membership interests in a private company. The company is a top tier purchaser and servicer of credit debt obligations which were the subject of bankruptcy claims.

  • Represented a private company and certain subsidiaries, as the borrowers in negotiating and closing a multi-million dollar credit facility with Siemens First Capital. N.A.

  • Represented Firehouse Ventures, LLC in a Vectra Bank credit facility.

  • Represented Firehouse Ventures, LLC in an investment from Lakeview Equity Partners I, L.P.

  • Represented Firehouse Ventures, LLC in a JP Morgan Chase credit facility.

News, Events & Insights
Community
  • Former Vice Chair, Metropolitan State University of Denver Foundation Inc.
  • Board of Directors, Metropolitan State College of Denver Foundation Inc. Board of Directors
  • Board of Directors, Procurement Technical Assistance Center
  • Member, National Western Stock Show Association
  • Member, 50 for Colorado, Class of 2008
  • Denver Art Museum, Board of Trustees Development Committee, 2007 to present
  • Chairman and Executive Director of the Smart Government Campaign to reform the Denver City Civil Service Laws, 2003
  • City and County of Denver Development Review and Permitting Advisory Committee
  • Colorado Business Committee for the Arts, Leadership Arts Program
  • Finance Committee for Montview Presbyterian Church, 2007-present
  • Finance Committee for the Vote No 40 Campaign against judicial term limits, 2006
  • Mayor Hickenlooper’s Transition Committee for Public Works, 2003
  • Hickenlooper for Mayor Steering Committee, 2003
Education
  • J.D., 1998, University of Colorado Law School
  • B.A., 1990, Tufts University
Bar Admissions

Bar Admissions

  • Colorado
    Membership
    • American Bar Association
    • Colorado Bar Association
    • Denver Bar Association
    attorney-5983