Thomas W. Greenberg

Thomas W. Greenberg

Partner, Mergers and Acquisitions; Corporate Governance
Thomas W. Greenberg is a corporate attorney whose practice focuses on mergers and acquisitions (negotiated and hostile), private equity investments, securities transactions and other corporate matters.


Mr. Greenberg represents public and private buyers, sellers and target companies, private equity firms and investment banks in a variety of U.S. and cross-border acquisitions and dispositions, investments, joint ventures, restructurings and financings. He also counsels companies on shareholder activism, securities law compliance and corporate governance matters.

  • Aircastle Limited in its $7.4 billion merger with Marubeni Corp. and Mizuho Leasing Co. Ltd.;
  • Fortive Corporation in a $3 billion Reverse Morris Trust transaction involving the merger of its automation and specialty business with Altra Industrial Motion Corp. and split-off exchange offer of shares of the combined business for shares of Fortive common stock;
  • Embraer SA in its $5.2 billion commercial aviation joint venture with The Boeing Company, and a related joint venture to promote and develop new markets for military transportation aircraft;
  • Danaher Corporation in the initial public offering and split-off of Envista Holdings Corporation; its acquisition of Integrated DNA Technologies, Inc.; the separation and spin-off of Fortive Corporation; a $2.6 billion Reverse Morris Trust transaction involving the merger of its communications business with NetScout Systems, Inc.; and in its prior acquisitions of Devicor Medical Products, Nobel Biocare, Keithley Instruments Group, Inc. and Implant Direct;
  • The Hershey Company in its $1.6 billion acquisition of Amplify Snack Brands, Inc.;
  • TAL International Group, Inc. in its $8.7 billion merger-of-equals transaction with Triton Container International Limited;
  • Frontier Communications Corp. in its $10.54 billion acquisition of the wireline operations from Verizon Communications Corp. and its $2 billion acquisition of the Connecticut wireline business of AT&T Inc.;
  • Springleaf Holdings, Inc. in its $4.25 billion acquisition of Citigroup’s OneMain Financial business unit;
  • Becton, Dickinson & Co. in its $24 billion acquisition of C.R. Bard, Inc. and in its $12.2 billion acquisition of CareFusion Corp.;
  • The Coca-Cola Company in its 16.7 percent investment in and strategic partnership with Monster Beverage Corporation; and its 16 percent investment in and strategic partnership with Green Mountain Coffee Roasters, Inc.;
  • Delta Galil Industries, Ltd. in its acquisitions of Eminence SAS and of the Contemporary Brands business of VF Corp.;
  • Anheuser-Busch Companies, Inc. in its $52 billion acquisition by InBev N.V.; and Anheuser-Busch InBev in its $20.1 billion acquisition of the remaining stake of Grupo Modelo, S.A.B. de C.V. it did not previously own;
  • E.I. du Pont de Nemours and Company in its $4.9 billion sale of DuPont Performance Coatings to The Carlyle Group; its $6.3 billion acquisition of Danisco A/S; the $4.2 billion sale of its INVISTA textiles and interiors business to Koch Industries, Inc.; and the $7.8 billion sale of its pharmaceutical business to Bristol-Myers Squibb Company, as well as other acquisition, disposition and joint venture transactions;
  • Pfizer Inc. in the carve-out restructuring of its animal health business into a separate company called Zoetis Inc. and the $2.6 billion initial public offering of Zoetis; and Pfizer’s acquisition of Ferrosan Consumer Health from Altor 2003 Fund GP Limited, a private equity firm;
  • RailAmerica, Inc. in its $2.8 billion acquisition by Genesee & Wyoming Inc.;
  • Realogy Corporation in its mortgage joint venture with Guaranteed Rate, Inc.; its $9 billion acquisition by Apollo Management, L.P.; an $851 million modified “Dutch auction” self-tender offer; a debt-for-debt exchange transaction; and its parent, Realogy Holdings Corp., in the $400 million sale of its Cartus relocation services business to SIRVA, Inc.; and its $1.7 billion initial public offering, which was named among the top matters in the Finance category in the Financial Times’ 2013 U.S. Innovative Lawyers report;
  • HCP, Inc., a REIT, in its $6.1 billion acquisition of the real estate assets of HCR ManorCare, Inc.;
  • Burger King Holdings, Inc. in its $4 billion acquisition by 3G Capital Partners. This transaction was recognized in the Financial Times’ 2011 U.S. Innovative Lawyers report;
  • American Express Company in its acquisitions of Revolution Money, Inc. and Accertify, Inc.;
  • American Standard Companies, Inc. in the spin-off of its vehicle control systems business, the $1.8 billion sale of its bath and kitchen business and the $10 billion sale of Trane Inc. to Ingersoll-Rand Company Limited;
  • Aztar Corporation in its initial merger agreement with Pinnacle Entertainment Inc. and the bidding war culminating in its $2.78 billion acquisition by Columbia Entertainment;
  • Cendant Corporation in connection with its separation into four companies through the spin-offs of Realogy Corporation and Wyndham Worldwide Corporation and the sale of Travelport Inc., as well as various acquisitions, including those of Sotheby’s International Realty, Inc.; The DeWolfe Companies, Inc.; NRT Incorporated; Texas American Title Company; and Trip Network, Inc.;
  • Caesars Entertainment, Inc. in its $9.4 billion merger with Harrah’s Entertainment, Inc. as well as Caesar’s subsequent sale of the Atlantic City Hilton and Bally’s Tunica casinos to Colony Capital, LLC;
  • Fairmont Hotels & Resorts Inc. in its $4 billion acquisition by Kingdom Hotels International and Colony Capital, LLC;
  • Hexcel Corporation in connection with the PIPE investments made in it by The Goldman Sachs Group, Inc., Berkshire Investors and Greenbriar Equity Fund and in connection with various offerings of debt and equity securities, as well as the sales of certain businesses;
  • Agis Industries Ltd. in its $850 million acquisition by Perrigo Company; and
  • SG Cowen & Co. in its separation from Société Générale and initial public offering.

Mr. Greenberg also has represented private equity firms and their portfolio companies in a variety of acquisitions and dispositions, including:

  • SDC Capital Partners, LLC in its acquisition of a majority stake in Summit Infrastructure Group, Inc. and other transactions;
  • The Carlyle Group in its $600 million investment in the Brazilian hospital chain Rede D’Or São Luiz;
  • Fortress Investment Group LLC in its acquisition of American General Finance, Inc., its $2.8 billion acquisition of Intrawest Corporation, its $2.3 billion acquisition of Florida East Coast Industries, Inc., and its sale of Iroko Holdings, LLC;
  • Trimaran Capital Partners LLC in its acquisition of Fortunoff stores and El Pollo Loco, Inc.;
  • Apollo Advisors, Thomas H. Lee, Beacon Capital Partners and other private equity investors in the $1 billion recapitalization of Wyndham International, Inc., and in the subsequent sale of Wyndham International, Inc. to the Blackstone Group;
  • the principal investment area of Goldman Sachs Group, Inc. in connection with the formation and subsequent recapitalizations of the Yankees Entertainment and Sports Network (YES Network), and in its sale of a 49 percent stake in the YES Network to News Corporation;
  • GMM Capital LLC in its acquisition with Prentice Capital Management, LP of Goody’s Family Clothing, Inc., its terminated acquisition of Gadzooks, Inc. in a bankruptcy auction and various other investments;
  • Prentice Capital Management, LP in its acquisition of the assets of Levitz Home Furnishings, Inc. in a bankruptcy auction; and
  • Delaware Street Capital LLC and J.C. Flowers LLC in connection with the acquisition of a controlling stake in Affirmative Insurance Holdings, Inc.

Mr. Greenberg also has advised investment banking clients in transactional and financial advisory work, including Citibank as financial advisor to CorpBanca in its merger with Banco ItaÚ Chile; JP Morgan as financial advisor to Perrigo Company in its $4.5 billion acquisition of Omega Pharma NV; and Evercore Partners, LLC as financial advisor to the Strategic Transaction Committee of Affiliated Computer Services, Inc. in its $6.4 billion acquisition by Xerox Corporation.

Mr. Greenberg has been named to The Best Lawyers in America and was named one of Law360’s MVPs of 2011 in the mergers and acquisitions category, which recognizes those who have raised the bar in corporate law throughout the year.



  • J.D., New York University School of Law, 1994 (cum laude; Articles Editor, New York University Law Review)
  • B.A., Cornell University, 1991


  • New York

Thomas W. Greenberg

Partner, Mergers and Acquisitions; Corporate Governance