Donald “Rocky” E. Thompson, II

Notable Experience

• In 2024, represented BH3 Management, one of the co-sponsors, in joint venture negotiations with the other co-sponsor and corporate and securities documentation with investors relating to acquisition of waterfront property in Clearwater, Florida and the planned development of an approximate 86 unit residential condominium with 7 residential floors, parking structure and an amenity floor.
• In 2023, represented Garyline, LLC (a/k/a “Garyline Plastic Packaging”) and its owner Richard Hellinger, in connection with a sale and restructuring transaction whereby a newly created subsidiary of private equity firm, Mill Point Capital, acquired a significant controlling interest in Garyline with Mr. Hellinger rolling over a substantial minority interest in the buyer’s holding company. The purchase and sale transaction was preceded by an F Reorganization of Garyline and was negotiated and completed in contemplation of a move of Garyline (inclusive of its manufacturing facilities) from the Bronx, NY to the Tampa, Florida area. Mr. Hellinger continues to lead Garyline and retains a significant equity interest in the company.
• In 2022, represented BPD (formerly Brown Parker & DeMarinis Advertising), a Florida-based hospital and health system marketing agency, and its founder, Jason Brown, in connection with a recapitalization and strategic investment from WindRose Health Investors LLC, a New York-based healthcare private equity firm.  Jason Brown and the BPD management team continue to lead BPD and remain significant equity-holders in the company.
• In 2022, represented BH3 Management, LLC with the acquisition of a 50% interest in a newly formed joint venture that owns and operates the Slate Tower in Hallandale Beach, Florida.  Slate Tower is a newly constructed 26-story class-A multifamily building consisting of 250 luxury rental apartments, 567 parking spaces and world class amenities.
• In 2021, 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.
• Represented RSource Holdings, LLC, a newly formed holding company of R Smith International, LLC, in connection with its reorganization and sale of an 80% interest to Sunstone Partners, a Private Equity firm based out of southern California, including negotiation of rights of sellers in “rollover equity” under terms of the joint venture agreement for the holding company. This matter involved contested deal terms in both the Securities Purchase Agreement and joint venture agreement, including novel provisions relating to treatment of an outstanding loan under the Paycheck Protection Program of the CARES Act.  (2020).  RSource is now known as “Knowtion Health.”
• Numerous platform and follow-on acquisitions of portfolio companies on behalf of Addison Capital Partners, including MPD Holdings, LLC’s (based outside of Philadelphia, PA) acquisition of various businesses in the production of specialty chemicals, silicones and polymers (2009 thru 2019), Gowanda Holdings, LLC’s (based in Gowanda, NY) acquisition of Gowanda Electronics, a specialty electronics manufacturing company (2011 thru 2019) 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 through 2019).
• Counsel to 3Cinteractive Corp, a mobile technology and RCS (Rich Communication Services) messaging company, in a tender offer by IMImobile PLC, a British company traded on the London stock exchange to acquire all of 3CI’s outstanding capital stock. (2019).
• 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. (2016).
• 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).

Credentials

Education

• J.D., with High Honors, Florida State University College of Law, 1986
  • Order of the Coif
• B.S., summa cum laude, Florida State University, 1983

Admissions

• Florida

Professional & Community Involvement

• Juvenile Diabetes Research Foundation (JDRF)
  • President, South Florida Chapter, 2020-2022
  • Executive Committee member and director for  South Florida Chapter
  • Former director and past President of Greater Palm Beach Chapter

Recognition

• International Financial Law Review 1000 (IFLR1000), Highly Regarded – Florida, M&A, 2018-Present
• South Florida Legal Guide, Top Lawyers in South Florida – Mergers & Acquisitions; Securities, 2015-2016
• Sun Sentinel, Recognition in “Unsung Hero’s” column of the for contributions to JDRF, and in particular, involvement in JDRF’s June 2007 100 mile “Ride to Cure Diabetes”