H. Thomas Felix, III
Overview
Tommy Felix is a capital markets partner in the Los Angeles office of Kirkland & Ellis LLP. His practice focuses on the areas of corporate finance, securities regulation and corporate governance. He advises public and private companies, investment banks and private equity firms on a multitude of legal matters, including leveraged buyouts, debt and equity offerings, initial public offerings, mergers & acquisitions, special purpose acquisition companies (SPACs), cross-border transactions, securities law issues and stock exchange requirements.
Tommy has practiced in a variety of industries, including gaming, industrials, healthcare, retail, technology, telecommunications, transportation, life sciences and biotechnology.
Experience
Representative Matters
Since joining Kirkland, Tommy has been involved in the following transactions:
Equity Offerings
- Ares Management Corporation (NYSE: ARES) in connection with its $357 million follow-on equity offering of Class A common stock
- Bain Capital in its $250 million minority growth investment in Sikich, a technology-enabled professional services company
- Health & Safety Institute, a portfolio company of Waud Capital Partners, in connection with its issuance of $300 million of preferred units
- Ares Management Corporation, a leading global alternative investment manager, in connection with its $100 million preferred stock investment in Vinci Partners Investments Ltd. (NASDAQ: VINP)
- Warburg Pincus in a $200 million preferred equity offering in connection with its acquisition of K2 Insurance Services, an independent specialty insurance program manager
- Onit, Inc., a portfolio company of K1 Investment Management, in connection with its issuance of $85 million of preferred stock
- Fortress Investment Group in connection with its preferred stock investment in PLBY Group, Inc. (NASDAQ: PLBY), a consumer lifestyle company and owner of the “Playboy” brand
- Blue Owl Capital Inc. (NYSE: OWL) in connection with a secondary offering by certain selling stockholders of $387 million of Blue Owl’s Class A common stock
- Knighthead Capital Management, LLC in connection with its preferred stock investment in ATI Physical Therapy, Inc. (NYSE: ATIP)
- BakeMark USA, a portfolio company of Clearlake Capital Group, in connection with its issuance of $85 million of preferred stock
- Mold-Rite Plastics, a portfolio company of Clearlake Capital Group, in connection with its issuance of $100 million of preferred stock
- Zywave, a portfolio company of Clearlake Capital Group, in connection with its issuance of $12 million of preferred stock
- symplr, a portfolio company of Clearlake Capital Group, in connection with its issuance of $80 million of preferred stock
- Blue Owl Capital Inc. (NYSE: OWL) in connection with a secondary offering by certain selling stockholders of $123 million of Blue Owl’s Class A common stock
High Yield and Investment Grade Debt Offerings
- Underwriters in connection with BlackRock TCP Capital Corp.’s $325 million offering of notes
- Blue Owl Capital, a leading asset manager, in its $750 million offering of senior notes
- Ares Management Corporation, a leading global alternative investment manager, in its registered offering of $500 million of senior notes
- Mobileum Inc., a portfolio company of H.I.G. Capital, in connection with its $30 million issuance of senior notes
- Fortress Investment Group in a $55 million senior notes investment in AURA Network Systems
- Clearlake Capital Group in a $400 million senior notes offering in connection with its acquisition of Intertape Polymer Group, a manufacturer of paper and film based pressure-sensitive and water-activated tapes, stretch and shrink films, protective packaging, woven and non-woven products and packaging machinery for industrial and retail use
- Guitar Center, Inc., a leading retailer of musical instruments, lessons, repairs and rentals in the United States, in connection with its add-on offering of $200 million aggregate principal amount of 8.500% Senior Secured Notes due 2026
- Ares Management Corporation, a leading global alternative investment manager, in its Rule 144A offering of $500 million of senior notes
- Clearlake Capital Group in a $625 million senior notes offering in connection with its acquisition of Springs Window Fashions
- ASP Unifrax Holdings, Inc., a Clearlake portfolio company and a manufacturer of high performance specialty materials used in industrial insulation, electric vehicles and filtration, among other products, in its $800 million secured notes offering, $400 million unsecured notes offering and $450 million preferred stock offering in connection with its acquisition of Lydall, Inc.
- Ares Management Corporation, a leading global alternative investment manager, in its Rule 144A offering of $450 million in Fixed-Rate Resettable Subordinated Notes
- Blue Owl Capital in its $700 million offering of senior notes
- Blue Owl Capital in its $400 million offering of senior notes
- Blue Owl Capital in its $350 million offering of senior notes
- TKC Holdings in its multi tranche offering of $1.1 billion senior notes and senior secured notes
Special Purpose Acquisition Company Transactions
- Ares Acquisition Corporation II (NYSE: AACT), sponsored by an affiliated investment vehicle of Ares Management Corporation, in its $500 million initial public offering
- L&F Acquisition Corp. in its $1.4 billion business combination with ZeroFox and IDX
- LiveVox in its merger with Crescent Acquisition Corp., a special purpose acquisition company
- Owl Rock Capital Group in a business combination agreement with Dyal Capital Partners and Altimar Acquisition Corporation, a special purpose acquisition company, to form Blue Owl Capital Inc., an alternative asset management firm
- Ares Acquisition Corporation (NYSE: AAC), sponsored by an affiliated investment vehicle of Ares Management Corporation, in its $1 billion initial public offering
Restructuring and Liability Management Transactions
- The Lycra Company and its subsidiaries in connection with a comprehensive settlement of its existing debt, including simultaneous consent solicitations in connection with substantial amendments to its existing euro- and dollar-denominated senior secured notes and associated transactions
- Wheel Pros and Clearlake Capital in connection with a comprehensive liability management transaction, including the exchange of approximately $272 million of Wheel Pros’ unsecured notes for new second lien notes and a corresponding covenant strip consent procedure
- The Lycra Company and its subsidiaries in connection with a comprehensive debt refinancing, including a refinancing of its existing senior secured notes and associated transactions
- NMC Healthcare ― Advising the joint administrators of NMC Healthcare LTD and certain subsidiaries in connection with its novel administration funding facility, non-core asset sales and the core group restructuring process (2021–2022)
- The Hertz Corporation ― Representation of Knighthead Capital Management, LLC and Certares Opportunities LLC in their successful $5.916 billion purchase of Hertz, one of the largest car rental companies in the world, out of its Chapter 11 cases, following a multi-month competitive auction. The transaction resulted in a recovery to existing equityholders of more than $8.00 per share, payment in full to all creditors, and an implied plan enterprise value of $6.929 billion
Public Mergers and Acquisitions
- Blue Owl Credit Advisors LLC, the investment adviser of Blue Owl Capital Corporation (NYSE: OBDC), and Blue Owl Diversified Credit Advisors LLC, the investment adviser of Blue Owl Capital Corporation III (NYSE: OBDE), on a definitive merger agreement between the two business development companies
- Blue Owl Capital Inc. (NYSE: OWL) in its acquisition the business of alternative credit manager, Atalaya Capital Management LP
- Blue Owl Capital Inc. (NYSE: OWL), in its acquisition of Kuvare Asset Management to create Blue Owl Insurance Solutions, and its $250 million preferred equity investment in Kuvare UK Holdings
- Blue Owl Capital Inc. (NYSE: OWL), in its acquisition of Prima Capital Advisors, to create Blue Owl’s Real Estate Finance Strategy
- Blue Owl Capital Inc. (NYSE: OWL), in partnership with GIC, in connection with their joint acquisition of STORE Capital Corporation (formerly NYSE: STOR)
- Crescent Capital BDC, Inc. (NASDAQ: CCAP) in connection with its acquisition of First Eagle Alternative Capital BDEC, Inc. (formerly NASDAQ: FCRD)
SEC Compliance, Disclosure and Corporate Governance
- Ares Management Corporation (NYSE: ARES)
- Blue Owl Capital Inc. (NYSE: OWL)
Prior to joining Kirkland, Tommy was involved in the following matters:
- Palomar Holdings, Inc. in connection with its $97 million initial public offering
- Underwriters in connection with the $102 million initial public offering of Greenlane Holdings, Inc.
- Underwriters in connection with the $530 million initial public offering of VWR Corporation
- Iovance Biotherapeutics, Inc. in connection with its $525 million follow-on equity offering
- Halozymeme Therapeutics, Inc. in connection with its offering of $805 million convertible senior notes
- Initial purchasers in connection with the offering of $1.9 billion senior notes and €1.3 billion senior notes by Netflix, Inc.
- Initial purchasers in connection with the offering of $300 million senior notes by Flexi-Van Leasing, Inc.
- Initial purchasers in connection with the offering of $600 million senior notes by The Brink’s Company
- Initial purchasers in connection with the offering of $450 million senior notes by Match Group, Inc.
- Initial purchasers in connection with the offering of $250 million senior notes by TMS International Corporation
- Underwriters in connection with the offering of $500 million senior notes by QEP Resources, Inc.
- Initial purchasers in connection with the multi tranche offering (including dollar and euro-denominated notes) of over $4.0 billion senior notes and senior secured notes by Avantor, Inc.
- Initial purchasers in connection with the offering of $600 million senior notes by CDK Global, Inc.
Prior Experience
Cahill Gordon & Reindel LLP, 2013–2018
DLA Piper LLP (U.S.), 2018–2021
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Memberships & Affiliations
Member, The Century Club of San Diego
Credentials
Admissions & Qualifications
- 2019California
- 2014New York
Education
- The George Washington University Law SchoolJ.D.with Honors2013The George Washington International Law Review
- Cornell UniversityB.S., Industrial and Labor Relations2010