Gerald V. Thomas, II Partner

Private Equity Transactions

• Representation of a private equity fund in a complex acquisition involving sophisticated tax planning to establish an efficient investment vehicle for investors, structure management incentive equity, and position the company for favorable tax benefits.
• Representation of a private equity fund in the tax aspects of its growth investment in an industry-leading provider of commodity and energy trading and risk management services.
• Representation of a private equity fund in numerous high-dollar, complex cross-border acquisitions, structuring transactions in a tax-efficient manner and coordinating with non-U.S. counsel on local tax rules.
• Representation of an independent healthcare investment management firm in its recapitalization of a full-service reverse distributor of pharmaceutical products.
• Representation of a healthcare company in the tax-efficient structuring of a recapitalization transaction involving multiple target companies and a carefully planned pre-closing restructuring to ensure optimal outcomes.
• Representation of a healthcare organization in a complex, high-stakes transaction involving a conglomerate of healthcare companies, structuring the deal to optimize capital gains on sales proceeds and coordinating with the client’s external accounting firm.
• Representation of a leading value-add distributor of regulators, valves, and measuring equipment for residential and commercial utility company in the tax aspects of its sale to a private investment firm, structuring the disposition to maximize capital gain treatment and provide partial tax deferral for the seller.
• Representation of a healthcare management company in a complex transaction involving a urology platform company, structuring the deal to maximize capital gains on sales proceeds and provide tax deferral for management.
• Representation of a strategic communications and stakeholder advisory firm in a complex cross-border U.S.-U.K. transaction, coordinating with the client’s U.K. lawyers, tax advisors, and global accounting firm to achieve optimal outcomes from both U.S. and U.K. tax perspectives.
• Representation of a national healthcare organization in a complex acquisition requiring careful consideration of both tax-exempt and taxable elements, structuring the deal to achieve the most favorable tax outcome for the client.
• Representation of one of the largest fully regulated utility companies Nin the United States in its $2.4 billion sale of a 19.9% equity interest in its vertically integrated electric and gas distribution subsidiary to an affiliate of a major infrastructure investment firm, involving coordinated tax planning to provide tax-deferred treatment with respect to the sale proceeds.

REIT Transactions

• Representation of the Special Committee of Griffin-American Healthcare REIT II Inc. in its $4 billion merger transaction with NorthStar Realty Corp.
• Representation of a publicly traded REIT in an $11 billion merger with another REIT.
• Representation of a public, non-traded apartment, hospitality and office REITs in numerous real estate acquisitions and financing, including several UPREIT transactions and CMBS financings, totaling hundreds of millions of dollars, including negotiation of third party management and franchise agreements.

Securities Transactions

• Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., and one of its wholly-owned subsidiaries, Virginia Electric and Power Company, in two registered senior note offerings totaling $1.2 billion and one registered common stock offering totaling approximately $200 million.
• Representation of Virginia Electric and Power Company, a wholly-owned subsidiary of Dominion Energy (NYSE: D), in a $750 million registered public offering of its 2016 Series A 3.15 percent Senior Notes due 2026.
• Representation of Dominion Energy (NYSE: D), one of the largest energy and utility companies in the U.S., in a registered offering of $650 million of 2015 Series B 3.90% Senior Notes due 2025.
• Representation of CNX Coal Resources (NYSE: CNXC), a growth-oriented master limited partnership formed by CONSOL Energy Inc. (NYSE: CNX), in its $750 million shelf registration statement with the Securities and Exchange Commission.
• Representation of Haier US Appliance Solutions Inc., a subsidiary of China-based home appliance maker Qingdao Haier Co. Ltd., in a $450 million trade receivables securitization transaction.

M&A Related

• Representation of American Woodmark (NASDAQ: AMWD), a manufacturer of kitchen and bath cabinets, in its $1.08 billion acquisition of RSI Home Products, a manufacturer of kitchen, bathroom and home organization cabinetry.
• Representation of Park Sterling Corp. (NASDAQ: PSTB), a Charlotte, NC-based community bank, in its $691 million merger with South State Corp., a Columbia, SC-based bank holding company.
• Representation of Tesoro Logistics LP in its $444 million acquisition of Alaska petroleum storage and terminal assets from Tesoro Corp.
• Representation of a leading food service and support services company in its $350 million acquisition of a majority of the stock of a food and dining management services company.
• Representation of Compass Group USA, a leading food and support services company, in its acquisition of SpenDifference, a full-service group purchasing organization and restaurant supply chain management company.
• Representation of a leading foodservice and support services company in its acquisition of a major independent contract management firm.
• Representation of Schneider National (NYSE: SNDR), a premier provider of transportation and logistics services, in its simultaneous acquisitions of Watkins & Shepard and Lodeso.
• Representation of Hooker Furniture Corp. (NASDAQ: HOFT), a national manufacturer and producer of furniture, in its $105 million acquisition of the business of Home Meridian International.
• Representation of one of the largest providers of Outpatient Surgery in the U.S. in its reorganization of a California-based surgical center.
• Representation of Surgical Care Affiliates (NYSE: SCAI), one of the largest providers of Outpatient Surgery in the U.S., in its equity investment in Midlands Orthopaedics Surgery Center, a South Carolina-based orthopaedic and spine surgery center.
• Representation of Domain Timber Holdings, LLC and its affiliates in connection with the acquisition of the fund management business of Timbervest, LLC, a real estate investment firm specializing in timberland funds management, and its affiliates.
• Representation of Millennium Healthcare Management in the sale of its urgent care and occupational medicine businesses to Ochsner Health System, Louisiana’s largest, non-profit, academic, healthcare system.
• Representation of Simpson Housing in its $81.9 million purchase of TwentyOne |01, a 226-unit apartment complex.
• Representation of Simpson Housing in its $62 million purchase of a private REIT owning Battery on Blake Street, a 164-unit apartment complex.