Morris Manning assists Kim King on Hotel Palomar in Midtown

Posted on February 27, 2009 16:33 by Andy Peters

It may seem incongruous for a new luxury hotel to open during a time when companies are laying off workers and high-priced condos all over town remain unsold.Goldfish

But a new hotel is, indeed, coming online in Atlanta in April. Kimpton Hotel & Restaurant Group Inc. of San Francisco plans to open Hotel Palomar on West Peachtree Street in Midtown. It will be Kimpton’s first property in Atlanta.

The Hotel Palomar will have 304 guest rooms, an in-hotel restaurant, in-room spa services and in-room bars with organic options. As with other Kimpton hotels, the Palomar will have goldfish available for any guest who gets lonely and needs a companion in his or her room.

The 21-story hotel is next door to the offices of law firm Drew Eckl & Farnham. The hotel is also, of course, located mere blocks from most of the city’s top-grossing law firms. Perhaps out-of-town lateral partners that are being recruited by Atlanta’s law firms will be put up in a room at the Palomar?

Morris, Manning & Martin partner Andrew Williams advised the hotel’s developer, Kim King Associates LLC of Atlanta, according to court documents. Williams has advised Kim King on other matters, including the Technology Square development at Georgia Tech in Midtown.

Sonnenschein Nath & Rosenthal partner Meghan Cocci in Phoenix advised Kimpton. Locke Lord Bissell & Liddell partners Christopher Hart and Jennifer Beer in Washington advised the primary lender, Capmark Financial Group Inc. Troutman Sanders partner Lewis Horne advised the Development Authority of Fulton County.


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BriteSmile teeth clinics nabs Pure Med Spa in bankruptcy sale

Posted on February 27, 2009 14:36 by Andy Peters

Smooth skin, meet stain­-free teeth.BriteSmile

After filing for bankruptcy protection last month, an Alpharetta-based spa chain that provides laser hair removal and Botox services reached a deal to sell itself for $25 million. The buyer is the operator of a chain of teeth-whitening clinics.

In the deal, BSML Inc. acquired Pure Laser Hair Removal & Treatment Clinics Inc. for $25 million. The deal was approved on Feb. 17 by U.S. Bankruptcy Court Judge C. Ray Mullins. The BSML deal was also approved in favor of a competing offer made by a rival laser-hair firm.

The lawyers advising the seller were Scroggins & Williamson partners Rob Williamson and Hayden Kepner and associate Ashley Ray. Durham Jones & Pinegar of Salt Lake City, Utah advised BSML. Parker, Hudson, Rainer & Dobbs partner Eric Anderson represented Pure Laser Hair’s senior secured creditor, AlterInvest Fund LP. Epstein Becker & Green associate Sharon Lewonski and senior counsel Annette Kerlin McBrayer advised American Laser Centers LLC, which made the failed competing offer to acquire Pure Laser Hair’s assets.

Pure Laser Hair operates the Pure Med Spa chain, which has locations in Chicago, Las Vegas, Los Angeles and other cities. BSML, of Boca Raton, Fla., runs BriteSmile Professional Teeth Whitening Centers, which has a location at Phipps Plaza in Buckhead.


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Alston still owed $47,311 by bankrupt drug firm for IP work

Posted on February 26, 2009 11:27 by Andy Peters
Alston HQ

Our friends at the Am Law Daily blog point out today that while some law firms are raking in the dollars from their bankruptcy practices, the rise in bankruptcy filings also cuts both ways. Many law firms—Atlanta’s Alston & Bird among them—are still owed money by some bankrupt companies.

One of those companies is Dynogen Pharmaceuticals Inc., which on Monday filed for Chapter 7 in U.S. Bankruptcy Court in Boston. The Waltham, Mass. company listed more than $10 million in liabilities and a paltry $18,393 in assets.

Among those holding I.O.U.’s from Dynogen is Alston & Bird. Alston’s Raleigh, N.C. office is owed $47,311.73 for patent and intellectual property legal services handled in 2008, according to a court filing. The filing doesn’t specify which Alston attorneys performed the work. Alston has a dozen attorneys in its Raleigh office, virtually all of them in the firm’s IP practice group. Alston's home office, of course, is One Atlantic Center in Atlanta. [photo, right]

Jones Day and McCarter & English are among the other law firms still owed by Dynogen.


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King & Spalding forges agreement to oust Carmike Cinemas CEO

Posted on February 25, 2009 15:25 by Andy Peters

Faced with a lagging stock price and weak sales, Carmike Cinemas Inc. forced out its chairman andCarmike CEO, Michael Patrick, in January. The Columbus, Ga. company turned to King & Spalding partner Alan Prince to help negotiate the separation agreement with Patrick.

As part of the agreement, Carmike paid $5 million to Patrick, according to a regulatory filing. He will continue to receive medical benefits and group life insurance coverage until Jan. 31, 2012.

Carmike is the fourth-largest theater operator in the U.S. with 2,276 screens in 36 states. Carmike’s stock price has dropped from about $26 per share two years ago to its closing price of $1.92 per share on Tuesday. Carmike reported a $127 million loss in 2007, according to the Columbus Ledger-Enquirer. The company has not yet reported its full­-year financials from 2008.


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Paul Hastings handles Atlanta homebuilder's restructuring plan

Posted on February 24, 2009 12:44 by Andy Peters

A group from Paul, Hastings, Janofsky & Walker was legal counsel to homebuilder Ashton Woods USA LLC on restructuring its balance sheet.Ashton Woods townhomes

Securities partner Elizabeth Noe, commercial lending partner Kevin Conboy and real estate finance partner Charlie Sharbaugh advised Ashton Woods on the complex series of transactions, according to the law firm. All three lawyers are based in Atlanta.

Ashton Woods obtained new capital, reduced its overall debt and improved its liquidity as a result of the plan, the company said in a regulatory filing. Under terms of the restructuring, “all prior defaults under [Ashton Woods’] senior credit facility and $125 million 9.5% Senior Subordinated Notes due 2015 were either waived or cured,” according to the filing.  The plan was designed to align [Ashton Woods’] capital structure with the current economic environment,” the company said.

Among the transactions that comprised the plan were a private exchange offer, a $20 million capital investment from Ashton Woods’ existing equity holder and the repayment of an existing bridge loan. Ashton Woods completed the restructuring on Monday.

Ashton Woods builds single-family homes, townhomes and condos in Atlanta, Dallas, Houston, Orlando, Phoenix, Denver and Tampa.


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Bryan Cave tapped for failed bank Haven Trust's Chapter 7 filing

Posted on February 23, 2009 18:24 by Andy Peters

One of the Georgia banks that failed last year—Haven Trust Bancorp Inc.— selected Bryan Cave Powell Goldstein to provide legal advice on its liquidation proceedings in bankruptcy court.Haven Trust

Bryan Cave partner Wendy Hagenau is listed as lead counsel to Haven Trust Bancorp in documents filed on Monday in U.S. Bankruptcy Court for the Northern District of Georgia.

On Dec. 12, the Federal Deposit Insurance Corp. was appointed the receiver of Haven Trust Bank. BB&T Corp. of Winston-Salem, N.C., acquired Haven Trust’s $506 million in deposits.

Haven Trust agreed to pay Bryan Cave a retainer of $30,000 for past and future legal work, according to a court filing. The law firm had received $26,534.83 of that bill as on Monday.

The law firm apparently had a difficult time estimating how much it should bill Haven Trust.

“In arriving at a flat fee to charge the debtor, it is difficult to estimate the amount of time which the firm may have to spend in the future in this case given that this is not a routine Chapter 7,” Hagenau wrote in a statement and disclosure of compensation filed on Monday.

“Especially in this environment, there are various potential regulatory agencies which may investigate the Debtor,” Hagenau wrote.


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Decatur maker of security cameras sells out to Moog for $45 million

Posted on February 23, 2009 15:33 by Andy Peters

A group of four Nelson Mullins Riley & Scarborough attorneys in Atlanta advised Videolarm Inc. on its acquisition by Moog Inc. for $45 million in Videolarm surveillance systemcash.

Partner Rhys Wilson was lead counsel to Videolarm’s founder, Ray Pagano. Wilson was joined by of counsel David Goldberg and Jim Holmes and associate Hemant Dutta, according to the law firm. Hodgson Russ in Buffalo, N.Y. advised Moog. The deal closed Feb. 13.

Videolarm makes closed-circuit television cameras and vandal resistant protective housings for surveillance systems. The Decatur, Ga. company had 2008 sales of $19.5 million. Moog, of East Aurora, N.Y., makes “motion and fluid controls and systems for a broad range of applications in aerospace and defense, industrial and medical markets,” according to the company’s annual report.

Moog Inc. is not to be confused with Moog Music Inc., the successor company to a firm founded by electrical engineer Bob Moog in the late 1970s. Moog Music manufactured the world’s first analog synthesizer, which was called the Moog and was invented by Bob Moog.


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Callaway Gardens foundation conserves acreage near FDR's retreat

Posted on February 23, 2009 13:13 by Andy Peters

From Dowdell’s Knob on top of Pine Mountain in central Georgia, the visage of Franklin D. Roosevelt gazes upon the southernmost element of the Appalachian Mountain range. FDR often visited the area to treat his polio in the waters of nearby Warm Springs.FDR

After FDR’s death, the state of Georgia created its largest state park in and around the Pine Mountain and Warm Springs area. Surrounding F.D. Roosevelt State Park, which features the life-sized bronze sculpture of the 32nd president, are the holdings of the Ida Cason Callaway family. Some of the Callaway family property comprises Callaway Gardens, a golf resort and nature preserve. Much of the rest of the land is virtual wilderness.

In a multi-party, $4 million transaction last month, the Ida Cason Callaway Foundation last month transferred about 2,507 acres of its property to the Georgia Forestry Commission to be held in a conservation easement. Of the 13,000 acres owned by the foundation, about 4,000 acres are now held in a conservation easement, said foundation spokeswoman Rachel Crumbley. None of the recently donated property would affect daily visitors to Callaway Gardens, she said, and the Callaway foundation will remain the owner of the tract.

The Georgia Land Conservation Program provided a $2 million grant and a $2 million low-interest loan to Harris County, Ga. to acquire an easement on the property from the Callaway Foundation. The county then transferred the easement to the Georgia Forestry Commission.

Lawson & Moseley partner Bill Lawson and attorney Susan Kalus in Atlanta advised the Ida Cason Callaway Foundation on the transaction. Lewis Taylor & Todd partner John M. Taylor in LaGrange advised the government of Harris County, Ga., where the property is located. The Georgia State Properties Commission was represented by in-house counsel Alisa C. Pereira. Shannon A. McGhee of the Office of the Attorney General advised the Georgia Land Conservation Program, a state-funded effort to protect property from private development.

A conservation easement imposes strict limits on what type of development can take place on the property, said Curt Soper, director of the Georgia Land Conservation Program. The easement limits the number and types of homes that can be built, as well as restricts digging and grading land. In return, a private landowner can obtain tax benefits—in Georgia, up to $250,000 per individual, or up to $500,000 for a corporation—if a property owner donates an easement.

From the public’s point of view, any additional land that’s set aside from private development is a good thing, said Mark Woodall, a Talbot County tree farmer who lobbies at the state Capitol on behalf of the Sierra Club.

“This makes for a fine Dowdell's Knobprotected area for folks in west Georgia,” Woodall said.

The conservation easement should also help efforts by public and private groups, including the Callaway foundation, to restore the population of rare and endangered montane longleaf pine trees to the Pine Mountain ridge and valley area, Woodall said.

An additional benefit accrues to the public when property that’s located adjacent to a state park is placed in a conservation easement, Soper said. For example, the 23-mile Pine Mountain Trail could be extended from within F.D. Roosevelt State Park into the Callaway tract.

The Callaway property is one of about 500 tracts in the state held in conservation easements, Soper said. The vast majority of those easements are held by private trusts with the remainder, including the new Callaway property, being held by the state government.


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Seyfarth counsels British audio equipment maker on digital deal

Posted on February 19, 2009 12:11 by Andy Peters

Forget iPods. For the rabid music fan, a Sooloos offers everything that hardcore audiophiles could want.Sooloos

Manufactured by the New York company Sooloos LLC, the Sooloos is a computer that creates compression-free digital music files. By forgoing compression, Sooloos claims that its music files are of a far higher quality than an MP3 file or another type of music file on a PC or an Apple Mac computer.

The Sooloos system also stores high-quality versions of album art. Users choose music through a touch-screen that organizes music based on album art. Sooloos can also be adapted for the storage of video and photography.

The price of a Sooloos starts at $7,900.

Sooloos LLC was recently acquired by a British maker of top-end audio equipment, Meridian Audio Ltd., for undisclosed terms. Meridian, which has its North American headquarters in metro Atlanta, called on the Atlanta office of Seyfarth Shaw for legal counsel on the acquisition.

Seyfarth partner Brian Gannon was lead corporate and intellectual property counsel to Meridian. Seyfarth partner Alex Drummond handled labor and employment issues. The Atlanta accounting firm Smith & Howard PC advised Meridian on tax issues.

Cooley Godward Kronish senior counsel Russell Berman in New York advised Sooloos co-founded Enno Vandermeer, Gannon said.

The audio equipment made by Meridian isn’t too shabby, either. Meridian, founded in 1977, makes a wide array of CD players, speakers, amplifiers and tuners. Meridian also makes DVD players, video projects and related software.


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Third time's a charm for the sale of Rockdale Medical Center

Posted on February 19, 2009 11:10 by Andy Peters

For the third time in three years, lawyers at Spell Pless Davis Saurol worked up the sale of Rockdale Medical Center of Conyers to a private company—and on Jan. 30, a deal finally closed, as it was taken over by LifePoint Hospitals Inc. of Brentwood, Tenn.(L-R): Laurance D. Pless, Leroy Penn Spell and Jessica L. Luke are attorneys with Spell Pless Davis Sauro, PC. Photo: Alison Church/Freelance. 2/17/2009.

The deal probably took its toll on the copy machines and printers at nine-lawyer Spell Pless because of the Georgia Hospital Acquisition Act. The 1997 law requires the state attorney general to approve all sales of nonprofit hospitals to private entities after making sure the new owner has committed to, among other things, provide care to disadvantaged patients.

For the two aborted deals and the one that went through, Spell Pless lawyers engaged in the document-intensive AG review process, said Spell Pless partner Larry Pless.

“These AG applications are voluminous,” Pless said. “When you leave the office, you need multiple dollies to carry out all the binders.”

Rockdale Medical Center's first proposed buyer, Signature Hospital Corp. of Houston, was selected in an auction held in the spring of 2007. But Signature had difficulty solidifying its financing and had to restructure its $87 million offer. Later, Signature's financing collapsed completely and the company was forced to withdraw. Rockdale Medical Ctr

The Hospital Authority of Rockdale County, which administered Rockdale Medical Center, went back to the drawing board. The authority's investment bank, Houlihan Lokey Howard & Zukin Inc., held a new auction. The bank and authority decided to go with a company that had submitted a bid during the first auction. This deal was a winner.

In the deal, LifePoint acquired the 138-bed hospital Rockdale Medical Center for $80 million in cash. LifePoint owns 47 U.S. hospitals, located primarily in rural and ex-urban areas. Rockdale Medical Center is the company's first hospital in Georgia.

Getting regulatory approval from the AG's office required months of work for the attorneys and bankers involved, not to mention the volunteer members of the hospital authority's board of directors, Pless said.

Assistant attorney general Shereen Walls led the review of the LifePoint offer and assistant attorney general Ray Lerer led the review of the Signature offer. Only 18 proposed sales of nonprofit hospitals to private companies have been reviewed by the attorney general.

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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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