Augusta newspaper publisher hires Neal Gerber to review options

Posted on January 28, 2009 18:22 by Andy Peters

The publisher of the Savannah Morning News and The Florida Times-Union of Jacksonville, Fla. hired Chicago law firm Neal, Gerber & Eisenberg to explore strategic options.press

Morris Publishing Group LLC made the announcement on Wednesday in a regulatory filing. The Augusta-based company hired the law firm and investment bank Lazard Freres & Co. to “assist us in evaluating our strategic options regarding Morris Publishing's existing capital structure," the company said in the filing. 

The newspaper publishing industry has been slammed by dramatic drops in revenue from advertising. Newspapers across the U.S. have cut staff, implemented staff furloughs, dropped coverage of business news and taken other steps to cut costs.

In addition to the Jacksonville and Savannah newspapers, Morris also publishes the Augusta Chronicle, the Athens Banner-Herald and the Lubbock Avalanche-Journal in Texas.


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Laser hair removal chain Pure Med Spa files for bankruptcy

Posted on January 28, 2009 17:51 by Andy Peters

With less spending money, consumers appear to be putting off plans to remove unwanted body hair and wrinkles. That’s meant less business for providers of laser hair removal services, facelifts and liposuction.laser hair removal

Affiliates of Pure Med Spa, a large nationwide chain that provides laser hair treatments, filed for bankruptcy protection in Atlanta last month. Scroggins & Williamson partner Robert Williamson is legal counsel to Alpharetta-based Pure Med Spa.

Pure Med Spa has a complicated corporate ownership structure. Last month, nine affiliated entities filed for Chapter 11 protection in U.S. Bankruptcy Court for the Northern District of Georgia. Those cases were consolidated into one case under the debtor name GRF Medspa Broadway Plaza LLC.

Two other related corporate entities on Tuesday made separate bankruptcy filings—Pure Laser Hair Removal & Treatment Clinics Inc. and John Street Holdings LLC.

Pure Med Spa does not appear to have lined up post-petition financing, said Parker, Hudson, Rainer & Dobbs partner Eric Anderson, who’s advising creditor AlterInvest Fund LP. AlterInvest Fund is a partnership fund of the Business Development Bank of Canada, Anderson said. AlterInvest’s claim is valued at about $2 million, he said.

Pure Med Spa other estimated debts include $610,000 to First Premier Capital of Minnesota; $512,000 to Medicis of Phoenix; and $361,000 to Harbor Capital of Chicago.

Pure Med Spa has locations in Chicago, St. Louis, Las Vegas, Los Angeles, San Diego, Portland, Ore., Seattle, Silicon Valley and Toronto.


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SunTrust taps Hunton to retrieve loan from diamond seller Shane

Posted on January 27, 2009 12:59 by Andy Peters

Now you have a lawyer in the Shane Co. bankruptcy case.diamond ring

Hunton & Williams partners Bruce Moorhead Jr. in Atlanta and Craig Rasile in Miami are advising SunTrust Banks Inc. in Shane Co.’s Chapter 11 case. SunTrust provided the diamond seller with a $300,000 loan in September, prior to the company’s bankruptcy filing, according to documents in federal bankruptcy court in Colorado.

Shane Co., based in Centennial, Colo., is perhaps best known for its long-running radio advertisements in the Atlanta market proclaiming, “now you have a friend in the diamond business.” Shane Co. filed for bankruptcy on Jan. 12 in federal bankruptcy court in Colorado. All Shane Co. stores remain open.

Rasile is co-chair of Hunton’s bankruptcy practice group. Moorhead, who works out of Hunton’s Atlanta and New York offices, is co-chair of the firm’s lending services practice group.

The Maynard Firm’s George F. Maynard of Atlanta is representing the landlord of Shane Co.’s store at 10885 Haynes Bridge Road in Alpharetta, Ga. Skadden, Arps, Slate, Meagher & Flom and Fairfield & Woods are debtor counsel.


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Kilpatrick Stockton counsels eyeglasses chain on expansion

Posted on January 26, 2009 18:30 by Andy Peters

Occasionally a deal will pop up that shows there’s still some life in the private equity world.eyeglasses

Such a deal emerged last week when National Vision Inc. of Lawrenceville, Ga. acquired Eyeglass World for undisclosed terms. Both companies are owned by Boston-based private equity funds—Berkshire Partners LLC owns National Vision; Eyeglass World is a portfolio company of Summit Partners.

What few private equity deals that are getting closed these days typically do not involve funds acquiring new companies, said Kilpatrick Stockton partner David Stockton, lead corporate counsel to National Vision.

“Funds are trying to support their portfolio companies that are doing well,” Stockton said. “National Vision … their business is doing fairly well.”

By acquiring Lake Worth, Fla.-based Eyeglass World, National Vision is furthering its expansion outside Wal-Mart stores. More than 200 of National Vision’s stores are called Vision Center and are located inside a Wal-Mart. Eyeglass World operates 64 stores, all of which are freestanding.

Kilpatrick partner David Eaton, associate Lance McCord and senior attorney Chuck Rice worked with Stockton. Weil, Gotshal & Manges advised Summit Partners.


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King & Spalding advises EMS on purchase of data storage maker

Posted on January 26, 2009 17:54 by Andy Peters

King & Spalding partner Ray Baltz was lead corporate counsel to EMS Technologies Inc. on its acquisition of Formation Inc.ToughDisk

EMS Technologies paid $42 million to acquire Formation, according to a regulatory filing. The company could pay an additional $15 million, if Formation meets specific cash-flow targets this year and next year.

Pepper Hamilton partner James Rosener in New York advised Formation on the deal.

Norcross-based EMS Technologies makes wireless communications products for three different business segments. Its largest segment makes handheld computers for the logistics industry. EMS Technologies also supplies products to the U.S. Department of Defense. Formation, of Moorestown, N.J., makes the ToughDisk-brand data storage product and various wireless communications products.


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Georgia's broadcasters get FCC counsel from Arnold & Porter

Posted on January 26, 2009 17:40 by Andy Peters

The digital revolution in television is just around the corner. But broadcasters have been preparing for years. And this revolution affects everyone who offers free programming—from big broadcasters like CBS and NBC, to government-owned broadcasters like PBS.1950 Philco TV

On Feb. 17, all U.S. television stations are scheduled to stop broadcasting on analog airwaves and switch to digital broadcasting. The switch is designed to offer consumers better-quality video and audio.

One attorney who specializes in Federal Communications Commission law, Arnold & Porter senior counsel Theodore Frank in Washington, has been providing counsel to a longtime client, Georgia Public Broadcasting, on the upcoming digital TV transition, according to the state Department of Law. GPB operates nine Public Broadcasting Service (PBS) TV stations in Georgia, in addition to a radio network.

For its most recently completed fiscal year, the state of Georgia paid Frank about $232,000 for his FCC legal work advising state-owned GPB, as well as for work advising Georgia State University, which owns a student-run radio station, WRAS-FM.

Frank’s work also included advising the two state entities on matters not related to the digital TV transition, including carriage rights and investigating consumer complaints, said Russ Willard, a spokesman for the state Department of Law.


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Computer distributor calls on NY lawyer during proxy fight threat

Posted on January 23, 2009 16:42 by Andy Peters

An Atlanta-area company that distributes cell phones and laptops turned to New York law firm Morse, Zelnick, Rose & Lander for advice during its recent efforts to stave off a threatened proxy fight.AOC monitor

Morse, Zelnick, Rose & Lander partner Stephen Zelnick advised SED International Holdings Inc. during the negotiations with the activist investors, according to a regulatory filing. The investor group, which included North & Webster LLC of Cambridge, Mass., and which collectively owned a little more than a quarter of the company’s common stock, had sought to place its own nominees on the SED board.

Olshan Grundman Frome Rosenzweig & Wolosky partner Steve Wolosky advised the North & Webster-led activist-investor group.

Terms of the settlement agreement call for SED to expand its board to eight from six members; to appoint North & Webster’s founder and one other person to the board; to form corporate governance and legal affairs sub-committees of the full board; and other matters.

SED’s headquarters is located in the Royal Atlanta business park in Tucker, Ga. In fact, the company’s headquarters building was apparently an issue of contention with the activist investors. The 30,000-square-foot building, on North Royal Atlanta Drive, is owned by Diamond Chip Group LLC, which is controlled by trusts associated with SED Chief Executive Jean Diamond. As part of its settlement agreement, SED agreed to establish a subcommittee to review the terms of the company’s lease agreement with the Diamond family trusts that own the building. The subcommittee will include one member who has no “direct or indirect relationship” with the Diamond family trusts, according to the settlement agreement.

SED is a wholesale distributor to retailers of products ranging from digital cameras to monitors to MP3 players to cell-phone accessories. Its primary competitors are Ingram Micro and Tech Data Corp.


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Luxury resort in western N.C. is sold to Lake Oconee developer

Posted on January 23, 2009 16:14 by Andy Peters

Lawyers from Morris, Manning & Martin’s real estate group advised a real-estate venture on its sale of an upscale golf-and-equestrian residential development in western North Carolina.Laurelmor

Ginn-LA Laurel Creek Ltd. LLLP sold the 6,200-acre property, called Laurelmor, last month to a subsidiary of Linger Longer Communities LLC for undisclosed terms. The Linger Longer subsidiary, Reynolds Signature Communities, intends to continue Ginn-LA Laurel Creek’s plans to continue the development of Laurelmor, according to a news release. The development’s re-launch is scheduled for the second half of this year.

Laurelmor is located 10 miles from Blowing Rock, N.C., and 12 miles from Boone, N.C., home of Appalachian State University.

Ginn-LA Laurel Creek is jointly owned by Ginn Development Co. of Celebration, Fla. and Lubert-Adler Partners LP of Atlanta, according to the Wilkes Journal-Patriot of North Wilkesboro, N.C., citing county property tax records.

Ginn sold the Laurelmor property as part of a restructuring agreement with lender Credit Suisse, the Winston-Salem Journal reported. The land transfer to Linger Longer was valued at $32 million, the newspaper said.

Morris Manning real estate partners Jeanna Brannon and Darla McKenzie and tax partner Cass Brewer advised Ginn-LA Laurel Creek on the sale, according to the law firm. Also, Morris Manning co-founding partner John G. “Sonny” Morris is listed as counsel to Ginn-LA Laurel Creek on Georgia Secretary of State records.

King & Spalding partner Clay Howell advised Linger Longer.

Linger Longer developed Reynolds Plantation on Lake Oconee south of Athens, Ga. Ginn’s development portfolio includes properties in Florida, South Carolina, Vermont and the Bahamas.


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Air Force housing project in Texas rescued by McKenna Long client

Posted on January 22, 2009 12:58 by Andy Peters

When a real estate developer dropped out of a military housing project in Texas, partner Scott Rafshoon’s client stepped into the void.Air Force

Balfour Beatty Communities LLC last month closed on a $142 million deal to acquire a project to privatize housing at Lackland Air Force Base in San Antonio. Balfour Beatty Communities will manage one phase of a project that has already been completed, according to Rafshoon. Balfour Beatty Communities will also complete the design, construction and management of a second phase at the same location. Balfour Beatty Communities acquired the project from Realm Holdings Inc. of Austin, Texas.

Realm Holdings was forced to sell its interest in the project because it was unable to obtain financing for an expansion of the project that was desired by the U.S. Air Force, Rafshoon said.

The deal was closed in spite of the “incredibly tight credit market,” Rafshoon said. They were able to close in part because the deal had the backing of the U.S. government. Although Capmark Financial Group Inc. is the primary lender, the deal also has the imprimatur of the U.S. Air Force.

It also helped that the deal closed during a narrow window of time in December when interest rates and credit spreads “tended to match up where it was financeable,” Rafshoon said.

Further, Capmark knew that Balfour Beatty Communities had a solid reputation for completing these types of projects at other U.S. military bases, he said.

Balfour Beatty Communities was formerly known as GMH Military Housing. In April, the British construction/engineering giant Balfour Beatty PLC acquired GMH Military Housing and changed its name. Rafshoon had counted GMH Military Housing as a client and has continued to represent the company under its new owner.

Balfour Beatty’s deal for GMH Military Housing came about a year after the U.K. company acquired one of GMH Military Housing’s key development partners, Centex Construction. Centex, which had been a unit of residential homebuilder Centex Corp., focuses on commercial building projects.

Rafshoon managed about a dozen McKenna attorneys on the transaction, from various practice groups including corporate finance, mergers & acquisitions, tax, construction, environmental, government contracts, government affairs, real estate and real estate finance.

Kutak Rock represented Capmark. Andrews Kurth advised Realm Holdings.


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Burr, Arnall lawyers work deal for freight-forwarder's new HQ

Posted on January 21, 2009 17:40 by Andy Peters

At first, it looked like another financing deal was about to fall through for Burr & Forman partner Patrick J. Clarke. ocean

JPMorgan Chase & Co. had initially considered providing a $12 million construction loan for the new Sandy Springs headquarters of freight-forwarding company JAS WorldWide Management LLC. Clarke was to be outside legal counsel to JPMorgan on the transaction. But, at the last minute, because of the global credit crunch and other factors, JPMorgan dropped out, leaving the project in the lurch.

“I thought, ‘Another one bites the dust,’” said Clarke, who said that he’s seen a significant number of construction loans fall through in recent months.

JPMorgan never signed a term sheet for the loan and wasn’t formally committed to provide the financing, Clarke said. But a couple of weeks later, Colonial BancGroup Inc. gave Clarke a call. The Montgomery, Ala. banking company wanted to know if Clarke was available to advise on a financing project—the $12 million JAS WorldWide construction loan. Clarke accepted the assignment and the deal closed this month.

JAS WorldWide is a U.S. Federal Maritime Commission-licensed freight forwarding company that’s engaged in the business of air and ocean shipping, said the company’s outside counsel, Arnall Golden Gregory partner H. Bruce Jackson. JAS WorldWide conducts operations in about 100 countries. For the past three years, JAS WorldWide has been gradually moving its global headquarters from Milan, Italy to Atlanta.

The new corporate campus, which will be located on Barfield Road, will include three buildings and house the headquarters of JAS WorldWide and affiliated companies, including its U.S. operating subsidiary, JAS Forwarding Worldwide, Jackson said. JAS WorldWide will eventually station about 300 employees at the campus.

As for Colonial BancGroup’s construction loan, it was a transaction that bucked the recent trend of banks being skittish about floating loans, Clarke said.

“It’s not that banks don’t want to lend,” said Clarke, who said his practice is “95 percent” representing lenders. “It’s that there is just not a lot of projects for banks to lend on.”

As for JPMorgan, the bank wasn’t completely left out of the loop. Clarke advised JPMorgan on two separate loan-assumption transactions with JAS WorldWide. Those deals involved real estate properties that JAS WorldWide owned in Georgia and Illinois.


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Janet ConleyThe 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 associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing 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 apeters@alm.com.

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