A significant portion of Terry’s practice includes counseling public company clients regarding their ongoing reporting requirements, corporate governance matters, and various other matters affecting public companies and their officers and directors.
Terry serves as Co-Leader of Calfee's Private Equity practice. The private equity funds with which Terry has worked include Align Capital Partners, Highview Capital Partners, A&M Capital Partners, CW Industrial Partners, MCM Capital Partners, and Evolution Capital Partners.
Terry also has worked on a variety of mergers and acquisitions transactions and corporate governance matters with public companies such as RPM International, The J. M. Smucker Company, Invacare Corporation, and Chart Industries.
Since 2018, Terry has been recognized for his work in Corporate/M&A by Chambers USA, most recently ranked in Band 4, Ohio: North. Chambers USA researchers commented, "Terry is extremely strong commercially and also very personable. Terry has a valued expertise in M&A and private equity and is very strong at cultivating relationships. He is held in particularly high regard for his abilities in advising private equity investors on transactional matters, alongside broader corporate work for portfolio companies. Terry is creative, detail-oriented, and has a good business mind. He is a wonderful M&A lawyer."
Terry joined Calfee in 2008. He was named Firm Vice Chair and joined the Management Committee in 2023.
Honors & Recognitions
- Chambers USA, Corporate/M&A, Band 4, Ohio: North (2018-2023)
- The Best Lawyers in America®, Mergers and Acquisitions Law (2020-2024), Leveraged Buyouts and Private Equity Law (2022-2024), and Securities/Capital Markets Law (2024)
- Ohio Super Lawyers, Mergers and Acquisitions (2014-2024); Ohio Rising Stars (2013)
- Named to the Top 100 Attorneys in Ohio List (2023-2024)
- Named to the Top 50 Attorneys in Cleveland List (2023-2024)
- Forty Under 40 Honoree, Crain's Cleveland Business (2019)
J.D., summa cum laude, Cleveland State University College of Law, 2008
B.A., cum laude, Boston College, 2004
Terry’s experience includes having represented the following public and privately held companies and private equity firms:
- Assisted a founder-controlled private company, which has a significant number of shareholders, with a 2023 sophisticated private equity, leveraged purchase, and recapitalization transaction resulting in the selling shareholders receiving significant cash and New Co. securities representing the combined businesses of the private equity buyer’s platform company and the target company. The project entailed very complex negotiations, documentation, and protections regarding the significant ownership stake that the founder and other selling shareholders retained, including redemption rights, governance rights, and protections, put rights, pre-emptive rights, and a sophisticated, multi-step tax efficient structure for the original transaction as well as any subsequent transaction.
- Served as M&A Counsel in the 2023 sale of all of the equity of a leading privately held Ohio manufacturing company to a division of a publicly traded multi-billion-dollar European company.
- Served as exclusive legal counsel to a national marketing agency and counsel to a Midwestern U.S. private equity firm in the 2023 acquisition of all of the equity interests of the marketing agency.
- Served as M&A counsel to a private equity firm client managing $1+ billion in committed capital, in its acquisition of a security services provider. The $100+ million transaction closed in 2023 and involved a competitive process that closed in less than a month from the term sheet signing.
- Served as M&A counsel to a leading electronics supplier in its sale to a publicly traded Fortune 100 manufacturer in 2022. The transaction involved a complicated supply agreement that allowed the client company to receive additional proceeds post-closing based on the sale of millions of dollars of inventory the company had on hand at closing. Calfee also represented an affiliate of the client company in a sale-leaseback transaction that was closed simultaneously with the closing of the sale of the operating company.
- Represented Align Capital Partners and its portfolio companies in numerous transactions, including the acquisitions of Protegis, a provider of fire safety equipment and services, SEAM Group, a provider of safety and enterprise asset management services, Barrow-Agee Labs, a full-service food safety and quality lab, Southwest Elevator, an elevator service and repair company and Marco Rubber, a value-added distributor of o-rings and other products.
- Represented Linsalata Capital Partners and its portfolio companies in numerous transactions including its acquisition of Excell, a premier food service equipment and supplies marketing and procurement group; its acquisition of Glynlyon, a leading national provider of technology-enabled secular and faith-based education curriculum; its acquisition of Happy Floors, a leading designer, importer and distributor of premium Italian and Spanish porcelain tile products; its sale of Home Decor, a distributor of wall decor, lamps, decorative pillows, accent furniture and accessories; and its sale of Stag-Parkway, an aftermarket distributor of recreational vehicle parts and accessories.
- Represented RPM International (NYSE: RPM) and its subsidiaries in numerous transactions including the acquisition of Kirker Enterprises, a developer and manufacturer of innovative nail products; Synta, a manufacturer of deck restoration products; Expanko Resilient Flooring, a manufacturer of high-performance floors for commercial environments; Chemtron International, a manufacturer of adhesives, sealants and tapes; and Specialty Polymer Coatings, a manufacturer of epoxy and polyurethane coatings.
- Represented Evolution Capital Partners and its portfolio companies in several transactions including acquisitions of Monolith Software, Heavy Equipment Colleges, ROI Networks, Knowledge Center, Cascade Healthcare Services, Axiom Sales Force Development, Budco Financial, and Lewellyn Technologies.
- Represented Invacare Corporation (NYSE: IVC) in its sale of certain subsidiaries, including the sale of stock of a subsidiary to a privately held strategic competitor for $150 million where the buyer was being sold to a Fortune 100 competitor.
- Represented ExactCare Pharmacy, LLC in its sale of substantial minority equity interest to a private equity investor; and two years later, a subsequent “upsized” recapitalization to take out the initial private equity investor; and sale of additional equity interests to Nautic Partners, a larger private equity investor.
- Represented CW Industrial Partners LLC (formerly CapitalWorks, LLC) and its portfolio companies in numerous transactions, including its acquisition of Bancsource, a manufacturer of financial equipment.
- Represented Cleveland Thermal Holdings LLC in the sale of its membership interests of Cleveland Thermal LLC, which owned and operated the district heating and cooling systems in downtown Cleveland, Ohio, that provided both steam for heating and chilled water for cooling to numerous customers.
- Represented Tarkett Enterprises Inc. in its acquisition of the Tandus Group, a leading designer, manufacturer, and seller of carpet flooring products and accessories.
- Represented Lexi-Comp, Inc., a developer of clinical information software solutions, in its sale to Wolters Kluwer Health, Inc.