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Overview

Donald "Rocky" E. Thompson, II, is a Shareholder in the Corporate Department. Rocky's practice includes mergers & acquisitions, joint ventures, securities transactions, e-commerce and general contract negotiations. Rocky represents clients ranging from emerging business enterprises to private equity funds and their portfolio companies to long-standing publicly traded companies. Rocky has experience representing and counseling both buyers and sellers in asset purchase transactions, equity purchase transactions, mergers and corporate reorganizations and has substantial on-going experience in the representation of private equity funds in acquisitions, financings and industry roll up activities. His experience also includes drafting and negotiating complex joint venture agreements between real estate developers (including commercial office, mixed use, student housing, condominium and hotel properties) and institutional investors, real estate funds and strategic partners. Rocky's securities experience includes venture capital private placements and public offerings, as well as reporting obligations of public companies and their officers and directors. Rocky also maintains an active e-commerce and technology practice and has significant experience negotiating complex commercial leases.

Representative Experience

  • Represented BMC – The Benchmark Management Company, LLC in a merger of “co-equals” with Pyramid Management Holdings (“Pyramid), two companies in the hospitality and hotel management business. After the merger transaction, the combined Benchmark Pyramid hotel management business became the third largest independently managed hotel management company in the U.S., with a worldwide portfolio of 210 properties and annual operating revenue under management of more than $3 billion. Concurrently with the merger transaction, Benchmark consummated a recapitalization and reorganization transaction pursuant to which Benchmark’s parent company obtained subordinated debt provided by Certares-Knighthead (“CK”). The proceeds of the CK facility were primarily used to redeem Benchmark’s then current preferred equity investor – Colony Capital – and to provide liquidity to etc Venues, which is a Benchmark affiliate that manages and operates conference, event, training and other venues throughout the world. In addition to the financing with CK, the transaction also required the consents or amendments to credit facilities of various parties to the transaction, including Ares as the primary lender to Pyramid and Gulf Capital, which provided a “main street loan” to Benchmark.
  • Numerous platform and follow-on acquisitions of portfolio companies on behalf of Addison Capital Partners, including Reliant Holdings, LLC’s (based in Miami, FL) acquisition of various businesses in the inventory control, counting and reporting services industry (2009 and ongoing), MPD Holdings, LLC’s (based outside of Philadelphia, PA) acquisition of various businesses in the production of specialty chemicals, silicones and polymers (2009 and ongoing), Gowanda Holdings, LLC’s (based in Gowanda, NY) acquisition of Gowanda Electronics, a specialty electronics manufacturing company (2011 and ongoing) and GWS Holdings, LLC’s acquisition of G.W. Schultz Tool (based in Tavares, FL), a vertically integrated designer and manufacturer of highly engineered custom cutting tools (2014 and ongoing).
  • Representation of BH3 Asset Management LLC in connection with the acquisition and financing of a beachfront hotel in Hillsboro Beach, Florida (2017). 
  • Represented real estate investment group Gencom in the acquisition of a luxury resort in Costa Rica’s tourist hotspot of Guanacaste. The acquisition of Peninsula Papagayo Resort includes the Four Seasons Papagayo Hotel, a golf course, marina and beaches.
  • Sale of business of C.A.T. Tobacco, Inc. (d/b/a Torano Family Cigar Company), founded in Cuba in 1916, to General Cigar Co., a subsidiary of Scandinavian Tobacco Group and a leading manufacturer and marketer of handcrafted cigars for the premium market in the United States (2014).
  • Acquisition of P.J. Noyes (based in Lancaster, New Hampshire), a manufacturer of dietary supplements, OTC nutraceuticals, personal care products and homeopathics, by Nipro Diagnostics, Inc., a leading manufacturer and marketer of blood glucose monitoring products and diabetes management supplies. Nipro Diagnostics is based in Fort Lauderdale, Florida, and is a wholly-owned subsidiary of Nipro Corporation, headquartered in Osaka, Japan (2013).
  • Sale of business of Speyer Door and Window, a research and development company that owned numerous patents and patents pending relating to innovative door and window technologies, including complete perimeter sealing technology (2009).
  • Sale of controlling equity interest of Palm Beach Capital (Florida) in CAPRI Enterprises, which specializes in structural and geotechnical engineering, to Stone Point Capital (2007).
  • Acquisition of numerous environmental and geotechnical businesses by Nova Group Services, LLC, (formerly, “CAPRI Enterprises, LLC”) including Owens Geotechnical (Nevada) and Nova Engineering and Environmental, Inc. (Georgia) (2005 through 2007).
  • Numerous acquisitions of private k through 12 schools located throughout the United States on behalf of Meritas, LLC, a portfolio company, of Sterling Capital. Meritas is building a network of top schools focused on educational excellence in the Americas, Europe, and Asia (2005 through 2007).
  • Sale of wholly-owned subsidiary of public company for approximately $49 million, including representative securities filings for shareholder approval in accordance with the federal securities laws (2005) (notably, the transaction was timely consummated despite interruptions from Hurricane Wilma).
  • Sale of approximately $28 million in units consisting of common stock and warrants of a public company in a private transaction (“PIPE”), and the timely registration of such units under the Securities Act of 1933, so as to permit their resale over the public markets by the original purchasers (2004 and 2005).

Professional & Community Involvement

  • Juvenile Diabetes Research Foundation (JDRF)
    • President, South Florida Chapter, 2020-2021
    • Advisory Council member to South Florida Chapter and Greater Palm Beach Chapter
    • Chairman of Nominating Committee of South Florida Chapter
    • Past President

Recognition

  • International Financial Law Review 1000 (IFLR1000), Highly Regarded – Florida, M&A, 2018-2021
  • South Florida Legal Guide, Top Lawyers in South Florida - Mergers & Acquisitions; Securities, 2015-2016
  • Cystic Fibrosis Foundation, “Boca’s Best” award for excellence in business and outstanding contributions to the community, 2003 
  • Sun Sentinel, Recognition in “Unsung Heroes” column of the  for contributions to JDRF, and in particular, involvement in JDRF’s June 2007 100 mile “Ride to Cure Diabetes”

Publications & Presentations

Events: Legal Challenges Facing Growing Businesses
Greater Fort Lauderdale Alliance Entrepreneur Council Meeting |November 2011

Events: Client Meet and Greet
Stearns Weaver Miller Fort Lauderdale Office|September 2008

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