Banking and Credit Finance
Mr. Thompson represents borrowers and sponsors involved in complex secured corporate and project financings.
Some representative financing transactions in which he has acted include:
Joint Ventures and Acquisitions
- USD 85,000,000 term loan facility for a US borrower.
- USD 40,000,000 royalty stream financing for a US borrower.
- USD 475,000,000 term loan facility refinancing for a French lender.
- CHF 2,475,000,000 multicurrency term and revolving loan facilities for a Swiss borrower, co-counsel with New York and London-based law firms.
- USD 765,000,000 debt and equity financing for General Moly, Inc.
- CHF 2,500,000,000 multicurrency term and revolving loan facilities for a Swiss borrower, co-counsel with a London-based law firm.
- Euro 55,000,000 term loan facility for a German borrower.
- USD 40,000,000 auction-rate security-backed revolving credit facility.
- USD 70,000,000 and Euro 25,000,000 syndicated senior secured credit facilities for Delaware and Luxembourg borrowers.
- Euro 130,000,000 construction financing and term loan facility for a German borrower.
- USD 40,000,000 syndicated senior secured credit facilities for a Delaware corporation borrower.
- 50,100,000,000 and 104,900,000,000 Chilean peso denominated syndicated senior secured credit facilities for a Chilean company borrower.
- Workout of high yield bond and hedge debt of an Australian company under U.S. and Australian laws.
- Restructuring of debt of a Netherlands company under U.S. and Dutch bankruptcy laws.
- Euro 4,000,000,000 equivalent syndicated secured loan facilities for Netherlands and Delaware entity borrowers.
- Euro 2,000,000,000 bridge loan facility for a Netherlands company borrower.
- USD 1,225,000,000 6% Guaranteed Discount Notes due 2007 issued by Netherlands company borrowers.
- Euro 1,000,000,000 syndicated secured Loan Facilities for Netherlands company borrowers.
- Euro 340,000,000 Secured Revolving Term Credit Facilities by Bank of America.
- International Limited, Citibank, N.A., Deutsche Bank AG London, MeesPierson.
Mr. Thompson regularly structures, negotiates and advises clients on international joint ventures, mergers and acquisitions, and other cross-border investments.
Some transactions in which he has acted include:
- Formation of Leo Cable LP, a venture between a subsidiary of Liberty Global PLC and investment funds affiliated with Searchlight Capital Partners, L.P.
- USD 585,000,000 enterprise value acquisition of a Puerto Rico cable operator.
- Acquisition from a Netherlands shareholder of a minority stake in the U.S. holding company of a Czech Republic manufacturing concern.
- 167,000,000,000 Chilean peso acquisition of a minority stake in a Chilean company, counsel to majority shareholder.
- Acquisition of Shares and Senior Notes of Zila, Inc. by TOLMAR Holdings, Inc.
- Acquisition of QLT USA, Inc. by TOLMAR Holdings, Inc.
- General Moly Inc. joint venture with POSCO of Korea regarding General Moly’s molybdenum mine in Nevada.
- USD 96,600,000 acquisition of a German-based manufacturing company.
- Apex Silver Mines Limited strategic alliance with Sumitomo Corporation of Japan regarding Apex’s mine in San Cristobál, Bolivia.
- USD 835,000,000 disposition of a coal bed methane exploration and production company.
- USD 260,000,000 acquisition of a Chilean broadband, telephony and cable television operator.
- USD 143,000,000 acquisition of interests in a Belgian cable television operator.
- USD 55,000,000 acquisition of an Irish cable television and MMDS operator.
- Multi-country cable TV joint ventures by United International Holdings (n/k/a Liberty Global, Inc.) with Philips Electronics NV, with United Artists Entertainment.
- Company and with U S West Cable Europe and programming joint ventures with HBO in Hungary and the Czech Republic.
- UnitedGlobalCom, Inc. (n/k/a Liberty Global, Inc.) multi-channel television joint ventures, acquisitions and investments in the Czech Republic, Hungary, Ireland, Israel, Malta, The Netherlands, Norway, Portugal and Spain.
- United Pan-Europe Communications NV multi-channel television, telephony and broadband internet joint ventures and investments in various European countries, including Austria, Belgium, France, Germany, The Netherlands, Poland, Romania and the Slovak Republic.
- Tara Television Limited television programming joint venture and a European digital music joint venture with DMX in the United Kingdom.
- Euro 100,000,000 acquisition of ordinary shares of SBS Broadcasting SA in Luxembourg.
- Acquisition of a carrier’s carrier telecommunications business and fixed-line wireless telephony interests in Poland.
- Acquisition of Gvanim Cable Television Co. Ltd. by Tevel Israel International Communications Ltd. in Israel.
- Multi-channel television joint venture in Saudi Arabia.
- USD 425,000,000 acquisition of an interest of a Netherlands holding company in a Netherlands cable TV and programming joint venture.
Besides Mr. Thompson's joint venture, acquisition and finance experience, he has experience representing issuers and underwriters of securities in several contexts, including U.S. and international initial public offerings and follow on offerings, dual listings, private placements, and in connection with mergers, acquisitions, consolidations and restructurings. He has advised on Rule 144A/Regulation S private placements and SEC-registered exchange offerings.
Some securities matters in which he acted include:
- USD 225,000,000 convertible senior subordinated notes offering due 2018 of B2Gold Corp.
- USD 195,000,000 cash offer to purchase 9.60% senior notes due 2012 of Cimarex Energy Co.
- USD 125,000,000 cash offer to purchase floating rate convertible senior notes due 2023 of Cimarex Energy Co.
- Euro 500,000,000 convertible senior notes offering and subsequent registered resale for UnitedGlobalCom, Inc.
- USD 1,000,000,000 fully subscribed registered stockholder common stock rights offering for UnitedGlobalCom, Inc.
- Tender offer for 8 7/8% senior notes due 2008 of an Australian company.
- Euro 1,430,000,000 offering of convertible preference shares.
- Euro 364,000,000 offering of convertible preference shares by Priority Telecom N.V.
- USD 1,600,000,000 equivalent offering by United Pan-Europe Communications N.V. of USD and Euro Senior Notes and Senior Discount Notes.
- USD 1,030,000,000 equivalent offering by United Pan-Europe Communications N.V. of USD and Euro Senior Notes and Senior Discount Notes.
- USD 1,500,000,000 equivalent offering by United Pan-Europe Communications N.V. of USD and Euro Senior Notes and Senior Discount Notes.
- Euro 896,250,000 primary public offering by United Pan-Europe Communications N.V. of Ordinary Shares and American Depository Shares.
- Euro 1,293,400,000 initial public offering by United Pan-Europe Communications N.V. of Ordinary Shares and American Depositary Shares, including the USD 333,000,000 sale of Ordinary Shares to Microsoft Inc. and dual NASDAQ Stock Market and Euronext Amsterdam listing.
- USD 46,000,000 sale of Ordinary Shares by United Pan-Europe Communications N.V. to an affiliate of Discount Investment Corporation of Israel.
- USD 1,375,000,000 144A private placement and follow on exchange offering of United International Holdings, Inc. 10% Senior Secured Note Offering due 2008.
- Private placements of limited partnership and limited liability company securities.
- Coordination of due diligence and prospectus review in connection with various public and private offerings involving companies whose principal assets are outside the U.S.