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Thomas Lyons

Thomas J. Lyons, III



11 S. Meridian Street
Indianapolis, IN 46204-3535

P 317-261-7844

F 317-231-7433

Thomas Lyons enjoys learning from and about his sophisticated, financial sector clients’ businesses – what they do, their business philosophies, and how their finances work – so he can help advise them in their business ventures.


Thomas Lyons enjoys learning from and about his sophisticated, financial sector clients’ businesses – what they do, their business philosophies, and how their finances work – so he can help advise them in their business ventures.

Thomas is a member of the firm’s Recruiting Committee and concentrates his practice in U.S. securities law and financial regulation, specifically working with clients on matters involving corporate governance matters, securities, derivatives, financial institutions, investment management, private investment funds, and mergers and acquisitions.

Having observed tumultuous times in the finance world during the first decade of the 2000s, Thomas developed a keen interest in finance, capital markets, and securities.

Thomas has in-depth knowledge and broad experiences advising clients on the overlapping patch work of statutes and regulations covering the financial markets, including the laws, regulations, and rules under the Securities Act of 1933, Securities Exchange Act of 1934, Commodity Exchange Act of 1936, Investment Company Act of 1940, Investment Advisers Act of 1940, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, JOBS Act of 2012, and FAST Act of 2015. This experience includes dealing with the U.S. Securities and Exchange Commission in connection with offerings of public company securities, including private investments in pubic equity transactions (PIPEs), registered direct offerings, tender offers, block trades, confidentially marketed public offerings (CMPOs), at-the-market offerings (ATMs) and fully marketed underwritten public offerings, shelf registration statement (Form S-3) and shelf takedown compliance requirements, Securities Exchange Act of 1934 reporting requirements (Form 10-K, Form 10-Q, Form 8-K, Schedule 13D, Schedule 13G, and Forms 3, 4, and 5), shareholder proposal compliance requirements; and private offerings of debt and equity securities exempt under Section 3 and 4 of the Securities Act of 1933 and under Rule 506(b) and (c) of Regulation D, crowdfunding offerings pursuant to Regulation CF, private offerings of equity securities offered to compensate employees, consultants and advisors of an issuer under Rule 701 of Regulations E, and offshore offerings made outside the U.S. by both U.S. and foreign issuers under Rule 903 of Regulations S, and public resale of restricted or control securities pursuant to Rule 144 and Rule 144A, as well had advising clients on integration issues in connection with the aforementioned transactions.

Thomas advises clients in entity and private investment fund formation, including private equity funds, hedge funds, venture capital funds; complex business transactions; tax-free reorganizations; tax-free spin-off, split-off, and spin-out transactions; recapitalization transactions; swap transactions; stock splits; employee compensation transactions; various investment and capital-raising transactions, including, but not limited to, venture capital transactions, bridge financing transactions, debt financing transactions, and private equity transactions; special purpose acquisition companies (SPACs); joint ventures and other specialized investment structures; public and private company mergers and acquisitions.

Thomas advises financial institutions, fund sponsors, corporations, and other entities regarding broker-dealer registration and exemption issues under the Securities Act of 1934, as well as registration and exemption issues under the Investment Company Act of 1940 and Investment Advisers Act of 1940.

Thomas regularly advises clients on general corporate matters, including, but not limited to, initial and ongoing corporate governance support in the form of documents, bylaws, and operating agreements as well as board, manager, or equityholder resolutions and meeting minutes. In addition, Thomas regularly advises founders, investors and equityholders to fashion an optimal capital structure for their organization. This includes negotiating, drafting, and executing shareholder agreements, voting rights agreements, and other contracts to ensure that the capital structure is properly financed and runs smoothly throughout the company’s life.

Thomas also advises clients on negotiating, drafting, and executing compensation agreements, stock option and other equity plans, retirement and other employee benefit plans, and employment and change in control agreements.

Thomas also advises clients on negotiating, drafting, and executing various asset purchase agreements, consulting agreements, and general commercial contracts to be used in the ordinary course of business.

Thomas also advises financial institutions, technology companies and asset managers in connection with transactional, regulatory and compliance issues concerning digital currency/assets and blockchain activities, including digital currency fund formation.

Thomas also advises on issues involving campaign finance, and the formation and operation of political action committees (PACs), Super PACs, tax-exempt 527 groups, and nonprofit organizations.

Prior to joining Barnes & Thornburg, Thomas served as an honors program legal extern in the Office of the Chief Counsel in the Division of Corporation Finance at the U.S. Securities and Exchange Commission and as a legal intern for U.S. Sen. Todd Young, both in Washington, D.C.

In those roles, he researched and drafted memoranda involving cryptocurrencies and digital assets, and reviewed and analyzed filings under the Securities Act of 1933 and the Securities Exchange Act of 1934, including Form S-1 registration statements, Form S-4 registration statements, Form 10-K annual reports, Form 10-Q quarterly reports, and Form 8-K current reports for regulatory compliance. He also researched and analyzed various issues regarding the Tax Cuts and Jobs Act of 2017, including, but not limited to, the carried interest deduction, opportunity zone fund formation, 1031 transactions, the mortgage interest deduction, the state and local tax deduction, and estate and generation-skipping transfer taxes.

Professional and Community Involvement

Board of directors, Indiana Leadership Forum

Young Professionals Committee, U.S. Senator Todd Young

Board of trustees, Holy Cross College

Chair of the Mission, Governance, and Nomination Committee, Holy Cross College

Board of directors, CFA Society of Indianapolis

Chair of Oversight and Governance Committee, CFA Society of Indianapolis

Board of directors, The Woman Print ® Foundation, Inc.

Committee Member, The Hoosier Hub Investor Series

Chair of Local Investor Relations Committee, CFA Society of Indianapolis

Board of directors, Options Charter Schools

Vice-Chair of board of directors, Options Charter Schools

Treasurer and Secretary, Options Charter Schools

Elected in 2020 as the Precinct Committeeman for Precinct 11-03 of the State of Indiana (serving a four-year term)

2020 Delegate for the State of Indiana

Member, Indiana Leadership Forum class of 2020

Member, Mitch Daniels Leadership Foundation Class VI

Member, Chartered Financial Analyst (CFA) Society of Indianapolis

Member, The Economic Club of Indiana

Member, Indy Chamber Ambassador Program

Member, The Federalist Society – Indianapolis Lawyers Division Chapter

Member, Indiana State Bar Association

Member, Indianapolis Bar Association


The Indiana Lawyer, Leadership in Law Up and Coming Lawyer, 2023

The Best Lawyers in America, Ones to Watch, 2022-2024

Indiana Super Lawyers, Rising Star, 2023

  • Represented Hill-Rom Holdings, Inc., a leading medical technology company with more than 10,000 employees worldwide, in its acquisition of Voalte, Inc., a pioneer and leader in real-time, mobile healthcare communications, for a cash consideration of $180 million and up to an additional $15 million in payments related to the achievement of certain commercial milestones
  • Represented Franklin Electric Co., Inc., a global leader in the design, manufacture, and distribution of water and fuel pumping systems, in an $150 million all-cash acquisition of New Aqua, LLC, a water treatment company, and its wholly owned subsidiaries
  • Represented Hill-Rom Holdings, Inc. in its acquisition of Breathe Technologies, Inc., a developer and manufacturer of innovative medical technologies for patients with respiratory insufficiency and neuromuscular diseases, for a cash consideration of $130 million
  • Represented a Michigan based private equity company forming a $100 million private equity fund to acquire portfolio companies with $100 million to $1 billion in annual revenue
  • Represented Horizon Bancorp. Inc. in an underwritten public offering of $60 million aggregate principal amount of its 5.625% fixed-to-floating rate subordinated notes due in 2030
  • Represented an Indiana bank that provides a wide range of personal, business, electronic and wealth management financial services from its 30 locations in Lake and Porter Counties in Northwest Indiana and the Chicagoland area in its $56.7 million acquisition of a Illinois state chartered savings bank
  • Represented a Delaware based institutional merchant banking business in forming a $50 million dollar hedge fund to provide investment results that correspond generally to the performance of the Bloomberg Galaxy Crypto Index, an index developed by Bloomberg, LP (Index). The Index is designed to track the performance of the largest, most liquid portion of the cryptocurrency market. The hedge fund pursued its investment objective through investments in a portfolio of cryptocurrencies and blockchain based assets that are tracked by the Index.
  • Represented a biopharmaceutical company in its filing of a base shelf prospectus and corresponding shelf registration statement that allowed the company to offer up to $45 million of common shares, share purchase rights, preferred shares, warrants, or units comprised of one or more of such securities during the period that the base shelf prospectus is effective
  • Represented a global leader in IoT Technology, as the Buyer, and its Merger Sub, a wholly owned, indirect subsidiary of the Buyer, in the tender offer and merger of a Target Company that is an expert in developing and deploying software technologies for the makers and operators of connected devices. The Merger Sub acquired all of the outstanding shares of common stock of the Target Company, for $1.90 per share, net to the seller in cash, without interest and less any applicable withholding taxes, representing an implied equity value of approximately $38 million.
  • Represented a US-based company engaged in acquiring a portfolio of mortgage revenue bonds that are issued by state and local housing authorities to provide construction and permanent financing in its $31.5 million underwritten public offering of beneficial unit certificates (BUCs)
  • Represented a Delaware based company in forming a $30 million dollar hedge fund designed to provide exposure to bitcoin, the largest and most liquid digital asset, through an institutional-quality fund platform. The hedge fund pursued its investment objective by investing directly in bitcoin at a price based on the Bloomberg Bitcoin Cryptocurrency Fixing Rate, a bitcoin pricing source administered and calculated by Bloomberg
  • Represented technology startup Kerauno, a cloud-based provider of communications-workflow software, in its $25 million Series A venture capital investment; the transaction represents one of the largest Series A Venture deals in Indiana history
  • Represented an American Irish-domiciled provider of security products for homes and business in in its $25 million international debt restructuring
  • Represented a shareholder of a premiere contractor for the transportation industry in a
    cross-purchase of shares, representing a value of approximately $21 million
  • Represented a Texas based company in forming a $20 million private equity fund for investments in healthcare operating companies, such as surgical hospitals and ambulatory surgery centers, and healthcare real estate investments
  • Represented a Texas company that delivers high performance Nd-Fe-B rare earth magnet products to end-users that remove supply/price risk threatening the development of high-tech, energy-efficient applications in its $20 million simple agreement for future equity (SAFE) offering
  • Represented a privately held medical device company based in Chicago in its $19.8 million debt and option offering
  • Represented an Indiana state chartered commercial bank and member of the Federal Reserve System in its selling of $16 million in assets to federally chartered credit union located in Indiana.
  • Represented an Anchorage, Alaska airline company in its $15 million Series A Voting
    Convertible Preferred Stock offering. The offering was based upon a fully-diluted pre-money
    valuation of $150,000,000.00.
  • Represented an Anchorage, Alaska airline company in its $15 million SAFE offering
  • Represented an IT and telecommunications company in its $13 million term loan from a global investment and advisory financial services firm
  • Represented a Luxembourgish-domiciled subsea engineering, construction and services company serving the offshore energy industry in its sale of a mobile land rig for $10 million
  • Represented a premiere marketing and production company that produces apparel and merchandise for a variety of groups and organizations in its selling of $7 million in assets to a company that provides turnkey professional quality media guides and stadium advertisements for schools across the nation
  • Represented an Indiana-based online marketplace company that delivers farmers market products directly to consumers’ homes in a $6 million Series A round led by the Chicago-based venture capital firm, Hyde Park Venture Partners
  • Represented a subscription-based social media platform built to be an alternative to nearly every major social media app attracting creators in its $5 million Crowdfunding offering of securities
  • Represented Aeterna Zentaris Inc., a specialty biopharmaceutical company engaged in commercializing and developing novel pharmaceutical therapies and diagnostic tests in its offering whereby Aeterna Zentari Inc. entered into a securities purchase agreement with institutional investors in the U.S. to purchase approximately $5.0 million of its common shares in a registered direct offering and warrants to purchase common shares in a concurrent private placement
  • Represented Aeterna Zentaris Inc. in its $4.5 million registered direct offering priced at-the-market under NASDAQ rules
  • Represented private equity client Comstock Capital for the sale of its portfolio company, Metrolina Credit Company, which operates a sub-prime automobile finance business, to publicly traded Nicholas Financial, Inc.
  • Represented one of the world's largest manufacturers of fully automatic transmissions for commercial vehicles in its acquisition of a leading axle and axle solutions' technology company
  • Represented a broker-dealer company with SEC and FINRA compliance
  • Represented an options brokerage company in establishing a membership program for a futures exchange
  • Represented a designated contract market (DCM) company with CFTC compliance
  • Represented a clearing house financial firm with CFTC compliance
  • Represented a cryptocurrency exchange with FinCen and FINRA anti-money laundering and know your customer compliance
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