Philip C. Thompson is a partner in Nelson Mullins Riley & Scarborough’s Atlanta office who practices in the areas of domestic and international business transactions; mergers and acquisitions; strategic alliances; private equity; financial institutions; corporate governance; fund formation; real estate development and investment; project finance; asset backed finance; renewable energy development and finance; and wealth management.

Mr. Thompson has a diverse transactional practice representing both domestic and international privately held companies, investment funds, and private equity firms. He counsels clients in the areas of structuring and negotiating business acquisitions, strategic alliances and private equity transactions, as well as cross-border international business matters in a variety of industry sectors with a recent emphasis in renewable energy projects, banking, food and beverage processing, hospitality, manufacturing, franchising, agricultural projects, mixed-use urban development projects and professional sports franchises.

Mr. Thompson also has substantial experience advising boards of directors/managers in private and public companies regarding audits, corporate compliance and corporate governance. From 1989 to 1992, he served as special counsel to the FSLIC and RTC with the analysis, formation and pursuit of D&O liability claims and actions against boards of directors and officers of financial institutions headquartered in the Mid-Atlantic and Southeast regions of the U.S. He has been engaged by several public companies to act as independent counsel to consult with the Board of Directors in the context of both civil and criminal investigations.

Some of his representative mergers and acquisitions include:

• Merger/statutory acquisition by Randstad Holding NV of Vedior NV both publicly traded companies in Amsterdam for a reported price of Euro 5.1 billion. Role was special U.S. legal counsel to purchaser specifically as to various regulatory requirements (e.g. HSR; FCPA; FINSA) – Industry: Temporary Staffing.
• Acquisition of stock for cash of a "S" corporation and several qualified Subchapter S subsidiaries who owned and operated retail gasoline and convenience stores in southeast U.S. Size of transaction: $105 million+ – Industry: Retail gas and convenience stores.
• Sale of private real estate brokerage firm to a multi-national brokerage firm headquartered in New York and London. (Note: Prior thereto there was a roll-up of several smaller real estate brokerage firms headquartered in the southeast U.S.) Transaction was accomplished through the combination of a stock purchase and a tax-free recapitalization. Size of transaction: $35 million+ – Industry: Real estate brokerage.
• Sale of assets of privately owned company headquartered in Atlanta, Georgia, and Tampa, Florida, which is a leading supplier of engineered industrial parts to merchant banking firm located in Greenville, South Carolina. (Note: Assisted client with seller side due diligence to include review of operation of production facilities in India.) Size of transaction: $47.5 million – Industry: Manufacturing of engineered machinery parts.
• Representation of private equity firm in private auction to acquire stock of privately held company engaged in the beverage bottling business in the southeast U.S., to include structuring of the offer, together with a private equity firm, and representation of buyer in connection with certain preliminary due diligence. (Private Auction discontinued) Size of transaction: $135 million – Industry: Soft drink bottling and distribution.
• Sale of assets (loan portfolios) of federally chartered thrift to U.S. affiliate of one of the five largest North American financial institutions headquartered in Canada and New York. (Note: Prior thereto Mr. Thompson had served as special counsel to target in organizing and structuring a mezzanine loan portfolio in excess of U.S. $175 million.) Size of transaction: $45 million – Industry: Banking & Financial Services.
• Sale of shares of privately held company headquartered in San Mateo, California, engaged in the internet customer data research business to a U.S. company headquartered in Plano, Texas, and London. Transaction was structured as a merger. Size of transaction: $25 million+ – Industry: Data Management Research.
• Acquisition of workers’ compensation insurance business headquartered in Atlanta, Georgia, based upon recapitalization of business sold in an informal insolvency liquidation. Assisted client in structuring offer and in formulation of recapitalization plan. Size of transaction: $5 million – Industry: Workers’ compensation insurance.
• Sale of assets located in five states in southeast U.S. by Volvo Construction Equipment North America, Inc., a Delaware corporation, to the U.S. affiliate of a European holding company headquartered in Spain and Portugal. (Note: Transaction required analysis of franchise tax obligations of various facilities of franchisees.) Size of transaction: $100 million+ – Industry: Heavy construction equipment & franchising operations. Industry: Temporary staffing.
• Sale of assets of U.S. affiliate of multi-national company headquartered in London to affiliate of U.S. holding company. Size of transaction: $45 Million+; Industry: Security personnel staffing.
• Sale of assets of U.S. affiliate of multi-national company headquartered in the Netherlands to the affiliate of a US chartered bank holding company headquartered in State of New York. Assisted client with analysis and restructuring of securitized receivable financing portfolio, as well as negotiation of all aspects of transaction. Size of transaction: $50 million+ – Industry: Temporary office staffing and receivables financing.
• Representation of a Fortune 100 public company in the restructuring and buyout of franchise of international postal delivery business.
• U.S. counsel to a multinational pet food company headquartered in Switzerland in connection with the acquisition and subsequent divestiture of a specialized pet food company located in Atlanta, Georgia, with annual revenues in excess of US $100 million.
• U.S. counsel to a multinational dairy farming company headquartered in Dublin, Ireland, for the period from 1987 through 1992 in connection with the acquisition and development of several dairy farming operations in the Southeast to include corporate organization, international tax planning, private equity and debt financing, and regulatory compliance with the U.S. Food and Drug Administration and Department of Agriculture. Projects totaled in excess of U.S. $200 million.
• Special project finance counsel to multinational Ireland-based dairy farming company in the establishment of "dry lot" dairy farming operations in Saudi Arabia (Riyadh) and Zimbabwe, to include negotiations of special purpose joint venture entities.
• U.S. legal counsel to a multinational alcoholic and fruit beverage processing, bottling and distribution company headquartered in EU, in connection with the acquisition and subsequent sale of a privately held soft drink bottling company headquartered in Atlanta, Georgia.
• U.S. legal counsel to a joint venture comprised of private investors from both the U.K. and Spain in connection with the acquisition of several poultry processing farms and facilities located in Greensboro, Georgia, for the purpose of importing and exporting quail stock, farming and processing of specialized quail products in the U.S. and Canada, to include debt and equity financings, licensing and distribution agreements, and regulatory compliance with both U.S. Food and Drug Administration and Department of Agriculture, as well as the Georgia Department of Agriculture (U.S. operations in excess of U.S. $100 million in revenues).
• U.S. counsel to consortium of Irish private equity investors and financial institutions in acquisition of Mathis Dairies, headquartered in Decatur, Georgia; consolidation of business into U.S. operations of existing client and sale to Parmalat U.S. (U.S. $135 million).
• Represent an investment banking company in a joint venture with Cox Broadcasting in the $1 million asset acquisition of a local NBC affiliate station, W04DB-LPTV. Counsel client in the negotiation of a lead on investment and asset purchase agreement as well as filings with the FCC.

Mr. Thompson’s representative private equity transactions include:

• Recapitalization of food franchising business headquartered in the U.S. with respect to U.S. operations in Eastern Europe (Czechoslovakia and Poland). Role as general counsel to bank conservator with respect to U.S. parent company.
• Restructuring and recapitalization of the South Coast League, an independent minor league professional baseball league, to include Reg. D offerings, franchising agreements, licensing agreements and local regulatory (e.g. Liquor licensing).
• Restructuring and recapitalization of the Abaco Inn, Elbow Cay, Bahamas, acquired in 2002 from British privately held investment group.
• $5 million (Rule 505, Reg. D) private offering for Georgia corporation to undertake preliminary feasibility analysis and pre-development activity for $50 million resort hotel and recreation facilities complex to be constructed adjacent to Lake Oconee, Georgia.
• Representation of sponsor in formation of affiliate entity to undertake a series of Reg. D private offerings to use capital for infrastructure development of multi-family and single family master development projects in State of Georgia. Transaction was structured as a master loan facility securitized finance transaction.
• Formation of family-limited liability limited partnership to acquire and recapitalize neighborhood shopping center located in metropolitan Savannah, Georgia, to include negotiation of mezzanine loan documents and intercreditor agreements.
• Representation of private investors in formation of series of special purpose entities - Georgia and Delaware limited liabilities companies to (A) acquire 5± acres of land in Bronx, New York, through a Section 363 sale pursuant to a Chapter 7 bankruptcy proceeding and (B) develop a $110 million+ 268 MW power generation facility. Initially, Mr. Thompson represented sponsors in raising approximately $1 million in investment capital (Reg. D private offering) to fund pre-development activity.
• Representation of founding members of a SPE (Delaware limited liability company) to undertake a $10 Million (Rule 506, Reg. D) private offering to raise venture capital to create a third-party rent database back office company, which is to be populated with data provided by various multi-family property owners who are participants in a National Rental Database Exchange.
• Represented a provider of energy services in its $10 million Reg D private offering of LLC units to provide seed capital for its power generation project in New York.
• Represent a real estate brokerage company in its $8 million stock sale to Cushman & Wakefield of Georgia and affiliates. Also advise client in its recapitalization and reorganization. 

His representative work in real estate includes:

• Restructuring of senior financing of major mixed-use commercial development project owned by HINES of approximately 26.5 acres of land situated at intersection of I-75N and I-285 adjacent to the Galleria Complex in Cobb County, Georgia. Size of transaction: $25 million.
• Representation of major Atlanta-based development firm in purchase of hotel and retail portions of Cobb Galleria complex in Cobb County, Georgia to include structuring of multi-use high rise buildings. Size of transaction: $100 million+.
• Representation of private investment firm headquartered in Alberta, Canada, in acquisition and resale of Perimeter Center, Atlanta, Ga. retail mall complex to major U.S. pension fund. Size of transaction: $100 million+.
• Acquisition of adjoining tracts of raw land in Hancock County, Georgia (near to Lake Oconee) for purposes of development of $250 million mixed-use resort hotel and recreation facility complex to include gambling casino. Size of transaction: $250 million+.
• Engagement as special counsel to advise private family trust in the restructuring and recapitalization of a U.S. $100 million portfolio of real estate located in southeast United States.
• Sale of mini-storage facility located in metropolitan Atlanta to Public Storage Corporation as result of private auction on behalf of foreign investor. Size of transaction: $5 million.
• Sale of Class A office building in metropolitan Dallas to major private investment fund on behalf of foreign investors. Size of transaction: $40 million+.
• Acquisition of 400 unit apartment project in metropolitan Atlanta from U.S. pension fund and conversion of the apartments into condominiums. Size of transaction: $10 million+.
• Private auction of 1,000 acres of timberland located outside of Savannah, Georgia, for purposes of joint venture development of commercial office project. Size of transaction: $4 million+.
• Structure of private equity fund to acquire 550+ acres fronting on Sea of Cortez in Baja, Mexico, for development as private mixed-use resort and residential project. Size of transaction: $100 million.
• Represented a private equity/commercial real estate firm, whose primary shareholders are German and Swiss residents, in the $10 million sale of its office/self storage facility in Atlanta.
• Represented a commercial real estate firm in its $10 million joint venture development of a 100 acre residential and multi-family project. Provided corporate and tax planning of holding and development entity and the negotiation of LLC agreement structure.
• Represented a provider of energy services in the joint venture development of two $100 million 79.9 megawatt electrical power generation facilities in Bronx, New York.
• Represented commercial real estate development company in the $50 million purchase, pre-development and financing of a mixed-use (residential and hotel) development on 20 acres in Cherokee County, Georgia.

His representative work in the hospitality industry includes:

• Restructuring of Omni Hotel Group (1979-1981) Client: Chase, JP Morgan, First Atlantic, CIBC
• Acquisition of hotels and negotiation of franchise agreements (1981-1983) Client: Ritz Carlton Hotel Group
• Acquisition of hotels and negotiation of franchise agreements (1986-1989) Client: Marriott Corporation
• General representation of French-owned hotel development company of North American projects to include negotiation of construction contracts (1989-1992) Client: SEFRI Internationale
• Local representation of Bass Enterprises (UK) of its acquisition of Holiday Inns/PROMUS; negotiation of headquarters facility lease at Ravinia (1989-1991) Client: Bass Holiday Inn
• Negotiation of acquisition of Lenox JW Marriott (1990-1992) Client: SEFRI Internationale
• Negotiation of management agreements with ACCOR regarding Novotel and Sofitel projects in Canada (1990-1992) Client: SEFRI Internationale
• Development of Lenox Holiday Inn Express (formerly Novotel) (1990-1992) Client: SEFRI Internationale
• Representation of several lending institutions in recapitalization of Intown Suites, an extended stay lodging company (1992-1994) Client: Eagle Bancshares & Lehman
• Representation of Indian investor group in the acquisition and recapitalization of the Four Seasons (Grand Hotel), Atlanta, Georgia (1995-1996) Client: Mahmood Khimji, et al., Republic Hotel Group
• Representation of French SPE in the restructuring of hospitality portfolio in North America & Europe (1996-1997) Client: BNP; Paribas
• Representation of investor group in the acquisition of The Abaco Inn at Elbow Cay, Bahamas (1999-2000) Client: Head Investment Group
• Lead project counsel for the acquisition and redevelopment of the Savannah Hilton Hotel (2000-2001) Client: B.C. Partners, Batson-Cook Development Co.
• Private equity structuring of SPE (Passerine at Abaco, LLC) in acquisition of 530 acres on Great Guana Cay, Abaco, Bahamas for mixed-use hotel project (2002-2003) Client: John F. Head III

Mr. Thompson served a judicial clerkship to the Honorable Chief Judge Walter E. Hoffman, U.S. District Court, Eastern District of Virginia, and on the 9th Circuit Court of Appeals. He is a member of the Business, Real Estate and International sections of the American Bar Association; the State Bar of Georgia; the Lawyers Club of Atlanta (non-active); and has been designated an adjunct professor at both the Goizueta Business School, Emory University, and the Robinson Business College, Georgia State University, teaching courses on Private Equity Transactions and International Business Transactions.

Mr. Thompson is listed in Chambers USA: America’s Leading Business Lawyers. He has also been listed in Best Lawyers in America, Atlanta Magazine’s Georgia Super Lawyers and Martindale-Hubbell’s Guide to Preeminent Lawyers.

Mr. Thompson is a 1971 graduate of Washington & Lee University School of Law, where he was a member of the editorial board of the Washington & Lee Law Review, and a graduate of Washington & Lee University. He is conversant in German.