Thomas M. Wearsch (Tom)

Partner

New York + 1.212.326.3838 Cleveland + 1.216.586.7015

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Tom Wearsch advises clients on strategic alternatives when faced with troubled company situations. Focusing on distressed companies, financial institutions, equity and hedge funds, bondholders, boards, and management, he has served as counsel to numerous corporations involved in out-of-court restructurings, chapter 11 reorganizations, and distressed mergers and acquisitions. Tom's practice has exposed him to a number of industries, including automotive, aerospace, industrials/manufacturing, health care, energy, hospitality, mining, media, and technology.

With a creative approach to the complex issues facing clients, Tom is credited with bringing his strong business acumen to finding practical, efficient solutions. Faced with often dire situations, he has led numerous out-of-court restructurings that have allowed clients to continue their business operations without filing bankruptcy.

Tom is a recognized, market leader in the automotive supply base having successfully led commercial negotiations and out-of-court restructurings for dozens of tier 1 automotive suppliers. Tom brings a wealth of unique industry knowledge to these situations, which enables clients to swiftly move through commercial negotiations — permitting the possibility of an out-of-court restructuring.

Tom has significant experience representing debtors and other constituencies in all aspects of chapter 11 proceedings. He has served as debtor's counsel in Shiloh Industries, Peabody Energy, and Alpha Natural Resources and as purchaser's counsel in Instant Brands, Hardinge, Foundation Fitness, and National Label. Prior to joining Jones Day, Tom served as company, trustee, or debtor's counsel in Black Elk Offshore Energy, Swift-Cor Aerospace, Excello Engineered, VSV Group, Creative Polymer, Westgate Resorts, Bernard L. Madoff Investments, and Globix, and as purchaser's counsel in Dune Energy, Cardinal Fastener, and Saberliner Aerospace.

Experience

  • NOVA Infrastructure subsidiary acquires OYA Renewables assetsJones Day advised UGE Capital, a portfolio company of NOVA Infrastructure, in the acquisition of certain developmental assets from OYA Renewables in a bankruptcy auction.
  • Affiliates of Centre Lane Partners acquire substantially all of the assets of Hardinge Inc. and its subsidiaries, including the Kellenberger, USACH, SuperPrecision, and Workholding business linesJones Day advised affiliates of Centre Lane Partners in the acquisition of substantially all of the assets of Hardinge Inc. and its debtor subsidiaries, a global leader and provider of advanced machine tool, manufacturing and workholding solutions, as part of chapter 11 proceedings in the United States Bankruptcy Court for the District of Delaware.
  • Giant Manufacturing acquires Foundation Fitness assetsJones Day advised Giant Manufacturing Co., Ltd. in the acquisition of certain assets of Foundation Fitness, LLC and its affiliates through a Section 363 bankruptcy auction.
  • Affiliate of Centre Lane Partners acquires appliance business from Instant BrandsJones Day advised an affiliate of Centre Lane Partners in the acquisition and financing of the appliances business of Instant Brands, designer and distributor of kitchen and home appliances, including the Instant Pot, pursuant to Section 363 of title 11 of the United States Code.
  • Shiloh Industries sells substantially all of its assets to affiliate of Middleground Capital pursuant to section 363 of Bankruptcy CodeJones Day represented Shiloh Industries, Inc., a major global supplier to OEMs in the automotive and commercial vehicle markets, and 18 of its subsidiaries in their chapter 11 bankruptcy cases, which resulted in the sale of substantially all of the debtors' assets to an affiliate of Middleground Capital.
  • Lucid acts as agent and security agent in restructuring of leading audio technology companyJones Day has advised Lucid Agency and Trustee Services as agent and security agent in connection with all matters relating the restructuring of a leading audio technology company.
  • Shiloh Industries obtains $123.5 million DIP financingJones Day represented Shiloh Industries, Inc., a global innovative solutions provider focusing on lightweighting technologies that provide environmental and safety benefits to the mobility market, in connection with a superpriority secured debtor-in-possession credit facility with Bank of America, N.A., as administrative agent
  • FirstEnergy's subsidiary will emerge from bankruptcy and separate from parentJones Day represented FirstEnergy Corp. and its non-debtor affiliates (FirstEnergy) in connection with the chapter 11 cases commenced on March 31, 2018, by its subsidiary First Energy Solutions, Inc. and certain of its other unregulated subsidiaries in the Northern District of Ohio, which are some of the largest chapter 11 cases to be filed in Ohio in recent memory.
  • Resilience Capital acquires TSS TechnologiesJones Day advised Resilience Capital Partners LLC in connection with the acquisition of TSS Technologies, a leading provider of total automation solutions ranging from material handling and assembly equipment to web handling and vision inspection equipment.
  • FirstEnergy raises $1.616 billion in private placement of Convertible Preferred StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $1.616 billion of Series A Convertible Preferred Stock in a private placement to affiliates of Elliott Management Corporation, Bluescape, and GIC.
  • FirstEnergy raises $850 million in private placement of Common StockJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its issuance of $850 million of Common Stock in a private placement to funds affiliated with Zimmer Partners, LP.
  • FirstEnergy completes $3 billion Senior Notes OfferingJones Day represented FirstEnergy Corp., a diversified energy holding company, in connection with its underwritten public offering of $3 billion of Senior Notes consisting of $500 million aggregate principal amount of 2.85% Notes, Series A, due 2022; $1.5 billion aggregate principal amount of 3.90% Notes, Series B, due 2027; and $1 billion aggregate principal amount of 4.85% Notes, Series C, due 2047.
  • Resilience Capital acquires certain assets of National Label CompanyJones Day represented Resilience Capital Partners LLC in connection with the acquisition and related financing of certain assets of National Label Company, a global leader in the labeling industry, and its affiliates.
  • Peabody Energy exits chapter 11 in less than a yearFacing unprecedented industry conditions in late 2015 and early 2016, Peabody Energy Corporation, the world's largest private-sector coal company, and 153 of its direct and indirect subsidiaries filed voluntary petitions for relief under chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Missouri on April 13, 2016.
  • Alpha Natural Resources plan confirmed by U.S. Bankruptcy CourtOn July 12, 2016, the United States Bankruptcy Court for the Eastern District of Virginia entered an order confirming the Second Amended Joint Plan of Reorganization of Alpha Natural Resources, Inc. and 148 of its debtor affiliates, less than one year after Alpha, one of the largest coal companies in the United States, entered chapter 11 with liabilities of approximately $7.1 billion amidst the most challenging economic environment for coal producers in decades.

    • The following represents experience acquired prior to joining Jones Day.

    Represented the owner and manager of an automotive manufacturing company in the successful sale and recapitalization of the company through an out-of-court process.

    Represented a bank syndicate in the successful prearranged chapter 11 proceeding of a large telecommunications company.

    Served as debtor's counsel to Black Elk Energy Offshore Operations in its chapter 11 bankruptcy case in the United States Bankruptcy Court for the Southern District of Texas.

    Counsel to the purchaser of the offshore production assets of Dune Energy in its chapter 11 bankruptcy case in the United States Bankruptcy Court for the Western District of Texas.

    Represented Irving H. Picard, the SIPA trustee for the liquidation of Bernard L. Madoff Investment Securities LLC.

    Represented an investor group in its acquisition of secured debt and subsequent acquisitions of an automotive supplier through an Article 9 sale process.

    Represented a buyout fund in its acquisition of secured debt and subsequent acquisition of an aerospace company through an Article 9 sale process and government novation process.

    Represented a specialty ink manufacturer in its restructuring and successful sale to a strategic buyer in an out-of-court transaction.

    Represented a private equity fund in its out-of-court purchase of financially distressed technology and services company including process for acquiring government contracts of the entity.

    Represented an aerospace supplier and its owner/management in its successful restructuring and sale efforts and government novation process.

    Represented a large, public internet services provider in its successful prepacked chapter 11 bankruptcy proceeding and exchange offering.

    Represented an equity fund portfolio company (engineered plastic and rubber automotive parts supplier) in the sale of its assets through the chapter 11 process.

    Represented a Tier 2 automotive parts supplier in the sale of its assets through the chapter 11 process.

    Represented a local telecommunications company in its purchase of Midwest telecommunications assets from a distressed telecommunications corporation.

    Represented an equity fund portfolio company (ambulance and bus manufacturer) in its sale transaction as part of its chapter 11 proceeding.

    Represented a large public airline in the successful out-of-court restructuring of its debt obligations and receipt of funds under the Airline Stabilization Act.

    Represented the Official Committee of Tort Plaintiff Creditors in the bankruptcy of a large medical services company.

    Represented a Germany-based entity in the purchase of a specialty fastener company through a chapter 11 bankruptcy sale process.

    Represented a large engineered products manufacturing company in the purchase of the secured debt of an insolvent aluminum casting company and the subsequent purchase of the aluminum casting company through a managed receivership proceeding.

    Represented a large, international commercial vehicle manufacturer in multiple workouts with its distressed suppliers.

    Represented a waste hauling company in the sale of its assets through a receivership proceeding.

    Represented the trustee in the sale of the assets of a commercial property and gas station holding company.

    Represented a group of broker-dealers in defense of claw back litigation being pursued by a bankruptcy trustee.

    Represented a chapter 7 trustee in the liquidation of an investment advisor and hedge fund with more than $8 billion in assets under management.

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    February 2022 White Paper

    2022 & Beyond: Continued Challenges in the Automotive Supply Chain

    Additional Publications

    Publications Prior to Jones Day

    March 2015

    Buying a Troubled Co. With Pension Overhang: Must You Pay More For Certainty?, Middle Market Growth

    Additional Speaking Engagements

    • June 8, 2017
      ABI Central States Bankruptcy Conference
    • May 5, 2017
      William J. O'Neill Great Lakes Regional Bankruptcy Institute

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