Aguilar votes in favor of open access to foreign investments

Posted on August 29, 2008 10:03 by Andy Peters

In one of his SEC buildingfirst acts as a Securities and Exchange Commission commissioner, former McKenna Long & Aldridge partner Luis Aguilar voted in favor of making it easier for U.S. investors to access information about foreign markets and companies.

The SEC voted to adopt a number of rules, including one to expand disclosures that foreign private firms provide to investors, Forbes reported. Another rule change would allow investors to use the Internet to access material documents belonging to a foreign private company.

“U.S. investors will have access to higher quality disclosures,” Aguilar said during an open SEC meeting, according to Forbes. Aguilar joined the SEC on July 31.

The commission voted unanimously in favor of the changes.


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PoGo assists Ga. water tank firm on $220 mln French buyout

Posted on August 28, 2008 16:59 by Andy Peters

Providing water and wastewater-treatment services is a big business for cities, counties and other local governments. A Middle Georgia company that’s involved in that business tapped Powell Goldstein for advice on the company’s buyout by a French company.water pipe

United Water Inc. acquired Utility Service Holding Co. for $220 million. PoGo’s legal team consisted of partners Bill Shearer, Riccarda Heising and Frank Crisafi and associates Amanda Norcross and Toby Butler. PoGo’s Shearer is also involved in another deal in the water utilities space. He is advising wastewater utilities company Global Water Resources Inc. of Phoenix on its plan to hold an initial public offering.

Utility Service, of Perry, provides water tank maintenance to municipal and private water utilities and has operations nationwide. United Water is a unit of Suez Environnement, which in turn is a subsidiary of French energy giant GdF SUEZ Group. GdF SUEZ was created by the $144 billion merger of Gaz de France SA and Suez SA. The government of France owns about 36 percent of GdF SUEZ.


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Birmingham bankruptcy would be nation's biggest muni default

Posted on August 27, 2008 16:05 by Andy Peters

Business for bankruptcy lawyers, at least in Alabama, is about to get a lot better.Vulcan statute in Birmingham

The Jefferson County, Ala. county commission voted this week to hire Birmingham law firm Bradley Arant Rose & White to begin work on a possible Chapter 9 bankruptcy filing. The county is in danger of defaulting on $3.2 billion in sewer debt.

Jefferson County includes Birmingham, the largest city in Alabama, and the Vulcan statue [right], the largest cast-iron statute in the world.

If Jefferson County goes through with the filing, it would be the largest municipal bond default in U.S. history, according to Bloomberg News. It would top the Washington Public Power Supply System’s $2.25 billion default in 1983 of revenue bonds sold for nuclear plants.

Jefferson County would be forced to file for bankruptcy protection if it can’t reach an agreement with creditors over how to escape from $3 billion of bonds with rising interest rates. JPMorgan Chase & Co. is the county’s lead creditor. Other creditors would include Syncora Guarantee Re Ltd. and Financial Guaranty Insurance Co., Bloomberg said. Both are New York-based reinsurance companies.

The county’s problems were caused partly because of the worldwide credit crisis, which drove higher the interest rates on the county’s outstanding auction-rate debt.

Bradley Arant bankruptcy partner Patrick Darby is advising Jefferson County, The Birmingham News reported. Lawyers from Balch & Bingham, also of Birmingham, had been advising Jefferson County on its bond situation but are no longer representing the county, the paper said.


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Conferencing firm takes advice from Nelson Mullins on deal

Posted on August 26, 2008 17:03 by Andy Peters

Nelson Mullins Riley &black rotary phone 2 Scarborough partner Michael Hollingsworth and associate Brian Galison advised Premiere Global Services Inc. on its $20 million acquisition of Soundpath Conferencing Services LLC.

Soundpath, of Washington, provides audio conferencing and Internet conferencing services to the legal industry. Atlanta-based Premiere sells teleconferencing and web conferencing software and services, as well as software used to automate business process activities.

Hollingsworth and Galison worked with Premiere Global General Counsel Scott Askins Leonard. Skadden, Arps, Slate, Meagher & Flom advised Soundpath.


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Crescent Moon diner has avoided paying taxes, creditor alleges

Posted on August 26, 2008 16:23 by Andy Peters

It appears that customers cutting back their eating-out habits wasn’t the only reason that Decatur diner Crescent Moon filed for bankruptcy last month.

The owners of Crescent MoonCrescent Moon, Global Restaurant Group LLC, have not registered with the Internal Revenue Service and have never paid payroll taxes, according to a motion filed by a creditor on Monday in the U.S. Bankruptcy Court for the Northern District of Georgia. An IRS agent attended a creditors’ meeting on Aug. 21 and said that Crescent Moon’s owners have never filed a return for paying payroll taxes.

The motion was filed by creditor Alternative Dining Inc., the original owner of Crescent Moon. Alternative Dining asked U.S. Bankruptcy Court Judge Mary Grace Diehl for an emergency dismissal of the case, or to appoint a trustee to oversee Crescent Moon’s operations and assets.

Crescent Moon’s founder, Rob Atherholt, sold the business to Global Restaurant in October, according to the motion. Global Restaurant has since made some payments to Atherholt as required by the sales agreement but has not met other contractual obligations. Disagreement over those obligations has led to civil litigation in DeKalb State Court.

Additionally, Global Restaurant has not accounted for about $650,000 in cash sales since Atherholt sold the business to the group, the court filing said. Alternative Dining compiled its estimate from data taken from point-of-sale transactions at Crescent Moon’s Decatur and Northlake locations. Alternative Dining said Crescent Moon has made no cash deposits into its checking account at Decatur First Bank since Oct. 31. Alternative Dining estimates that Global Restaurant owes it about $1.04 million.

Global Restaurant had not filed a response to Alternative Dining’s motion as of Tuesday afternoon.

Jones & Walden partner Leon S. Jones in Atlanta is advising Alternative Dining. Atlanta attorney Paul Reece Marr is representing Global Restaurant.


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McKenna navigates tight time frame for US Airways stock sale

Posted on August 26, 2008 12:39 by Andy Peters

Slammed by high fuel prices, scads of airline companies are tapping the capital markets to boost liquidity. Atlanta’s Delta Air Lines was the latest, this week tapping its entire Stacy Ingram$1 billion revolving credit facility.

US Airways Group Inc. got in on the act earlier this month, issuing more than 21 million shares of its common stock, raising about $179 million. Although it’s headquartered in Tempe, Ariz., US Airways leaned on McKenna Long & Aldridge partner Stacy Ingram of Atlanta as its lead securities counsel.

The share sale was done on an extremely tight time frame, Ingram said. US Airways and its lead underwriter, Merrill Lynch, wanted to conduct the sale to take advantage of relatively low prices for jet fuel. When jet fuel costs drop, that tends to boost the value of airline stocks, she said.

“There is such a close relationship between oil prices and the stock prices of the airlines,” Ingram said.

US Airways also wanted to conduct the share sale before the end of August, considered one of the slowest times of the year in the stock market and one of the worst times to conduct a public offering, she said.

McKenna partner David Brown and associates Jim Thornton and Monique Gonzalez worked with Ingram. Cleary Gottlieb Steen & Hamilton advised Merrill Lynch.

US Airways’ and Delta’s stock sales come amid one of the worst downturns in airline historyUS Airways Express. High fuel prices sent seven of the biggest U.S. airlines to combined net losses of $5.9 billion in the second quarter, Bloomberg News said.

Issuing new stock isn’t the only way airlines are coping with the financial pressures. Airlines have added fees for checking baggage, required travelers to give up more frequent-flyer points to obtain free tickets, eliminated jobs and reduced the number of flights to cut costs.

As for Delta tapping its revolving credit facility, Delta Chief Financial Officer Ed Bastian said that the company didn’t need the cash for its operations, but to allow for some wiggle room as it begins its integration with Northwest Airlines. Delta earlier this month received antitrust approval from the European Commission to merge with Northwest.


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Cox papers for sale, could Atlanta Journal-Constitution be next?

Posted on August 22, 2008 17:39 by Andy Peters

Headlines about the newspaper industryAJC rack on Marietta Street of late have been filled with nothing but gloom and doom: Internet sites like Craigslist are peddling classified ads for free, obliterating a key source of newspapers’ revenue. Sales of help-wanted ads are collapsing like a house cards. Newspapers are offering buyouts to scores of journalists.

In one of the most extreme examples, the owners of The Star-Ledger of Newark, N.J., told newsroom employees that if enough didn’t accept their buyout offers, the paper would be sold.

But what about the daily newspaper in the Daily Report’s hometown, the Atlanta Journal-Constitution? The AJC, as the paper is known by locals, isn’t for sale, but most of the other papers owned by its parent company are. Cox Enterprises, the company controlled by Anne Cox Chambers and the children of her late sister, Barbara Cox Anthony, last week said it would auction off more than 20 of its smaller papers.

In a story in Monday's edition of the Daily Report, I report on what corporate lawyers, newspaper industry observers and Wall Street stock analysts believe are the chances that the Cox family might one day put the AJC up for sale. You can read about it here.


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Troutman, Schiff Hardin take sides on Newell Rubbermaid lease

Posted on August 22, 2008 11:07 by Andy Peters

Troutman Sanders partner Mark Elliott and Schiff Hardin counsel Alexander Suto hashed out the details on one of the most significant new leaNWL HQses in the Atlanta real estate market in recent memory.

The lease is for the corporate headquarters of Newell Rubbermaid Inc. and is for 355,000 square feet of space in the Two Glenlake building  in Sandy Springs. Elliott represented one of the building’s developers, Greenstone Properties of Atlanta. Suto was counsel to Newell. A second developer, Granite Properties, didn’t have outside counsel, Elliott said.

The lease is significant, not only for the size of the space, but also because Newell is one of the largest public companies in the U.S., Elliott said.

“It’s a Fortune 500 company putting its footprint down in metro Atlanta,” Elliott said.

Newell Rubbermaid started moving into its new headquarters last month. It’s consolidating its offices from three separate buildings in Sandy Springs.

Elliott said he had not done much previous work for Greenstone, but was called in because he’s done a considerable amount of work “involving large leases where the building is a to-be-built facility.

“These buildings involve different challenges than an existing building,” Elliott said. “You have a lot of considerations—the design process, what the cost of the building is going to be—which you obviously don’t have with an existing building.”

Two Glenlake was built for Newell Rubbermaid. But the office building likely would have been constructed anyway, even if an agreement hadn’t been reached with Newell Rubbermaid, because of the highly desirable location, Elliott said.Sharpie

When Newell moved its corporate headquarters to Atlanta from Freeport, Ill. in 2003, the Chicago law firm Schiff Hardin tagged along. Schiff Hardin opened an Atlanta office in 2003 and continues to perform much of Newell’s legal work, including corporate and patent litigation work. Newell owns dozens of brand names, including Rubbermaid, Sharpie and Calphalon.

Visible from Georgia 400, Elliott said he expects Newell Rubbermaid to have signage on the 15-story building. Two Glenlake was designed by the architectural firms Pickard Chilton and Wakefield Beasley. Pickard Chilton also designed 1180 Peachtree Street, where King & Spalding is located.

Greenstone and Granite in Aug. 2007 sold a majority stake in the Two Glenlake building to Wells Real Estate Investment Trust for about $101 million.


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McGuireWoods racks up multiple deals for apartment owner

Posted on August 21, 2008 16:44 by Andy Peters

Simpson Housing LLLP of Denver churns through the purchase and sale of commercial real estate properties at a rapid clip. That’s a good thing for the company’s lawyer, McGuireWoods partner John Grieb.Conifer Crossing

Among the deals that Atlanta-based Grieb has vetted on behalf of Simpson Properties in the past month are:

Simpson’s sale of Conifer Crossing, a 420-unit apartment complex in Norcross, Ga., to Fowler Property Acquisitions of San Francisco.

The sale of an apartment community called Plantations at Haywood in Greenville, S.C. to Grubb & Ellis Realty Investors LLC of Richmond, Va. on behalf of a tenants-in-common fund. Plantations at Haywood is a 662,038-square-foot property with 40 residential buildings, three swimming pools and three tennis courts.

Simpson’s sale of Eagle Ridge Apartments in Colorado Springs, Colo. to Weidner Investment Services Inc. of Kirkland, Wash.

And the most complicated project, a series of transactions with Woodfield Investment related to a property that’s under development in Cary, N.C. Simpson and Woodfield agreed to exchange ownership of the property multiple times, as the property goes through various stages of development.

McGuireWoods associate Mandy Sweeney in Atlanta worked with Grieb on all of the Simpson deals.


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King & Spalding negotiates CFO contract for Concurrent

Posted on August 20, 2008 16:53 by Andy Peters

King & Spalding partner Jack Capers advised Concurrent Computer Corp. on the negotiation of a 4-year employment contract with its chief financial officer, Emory Berry.CCUR

Berry had been working as Concurrent’s CFO on a contract basis through TechCFO LLC. TechCFO, an Atlanta company, provides “executive level financial management, project management and staffing” to technology companies, according to its Web site. Concurrent, of Duluth, sells Linux-based computing technologies to private companies and government agencies.

Berry will be paid a base salary this year of $295,000, according to a regulatory filing. Berry will also be eligible for a bonus and was awarded restricted stock and stock options.

Concurrent’s general counsel is Kirk L. Somers.


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Andy PetersThe Deal Watch Blog is devoted to bringing you the latest news in business law in Atlanta, the Southeast and the U.S. The lead writer is Daily Report staff reporter Andy Peters.

Andy Peters has been a journalist since graduating from Furman University in 1992. A short list of the subjects he’s covered includes the Georgia state Legislature, the U.S. semiconductor industry, the Alabama-Florida-Georgia “water wars” litigation, the 1999 American Airlines pilots strike, Coca-Cola and PepsiCo’s battle to acquire the Gatorade sports-drink brand, indie rock music and high school football. Andy has written for Bloomberg News, the New York Times Web site, the Macon Telegraph, the Spartanburg (S.C.) Herald-Journal and the Atlanta Business Chronicle.

Andy has written the Deal Watch column for the Daily Report since March 2006. He was born in Chattanooga, Tenn. in 1971 and grew up in Ringgold, Ga. He lives in Decatur with his wife and two children.

He can be reached at andy.peters@incisivemedia.com.

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