Baker Donelson, Jones Day advise on $8 mln Logility offer

Posted on March 30, 2009 10:38 by Andy Peters

American Software Inc. and Logility Inc. are tight and the two companies are looking to get even closer.American Software

American Software is one of the oldest technology companies in Atlanta, founded in 1971 by James Edenfield and Thomas Newberry. Closely associated with American Software is the company Logility Inc., founded by Edenfield and Newberry in 1996 and headed up by Edenfield’s son, Michael. Logility

Both American Software and Logility are involved in the business of supply chain-management software. The two companies are intertwined. They share sales channels. James McGuone is the general counsel of both companies and Vincent Klinges is the chief financial officer of both companies. Michael Edenfield was chief operating officer of American Software before being named CEO of Logility.

When Logility held its IPO in 1997, American Software owned about 84 percent of Logility’s shares. That amount has risen to about 88 percent. Now American Software wants to own the entirety of Logility. American Software has offered to acquire the remaining shares of Logility it doesn’t already own for about $8 million. American Software’s tender offer begins on April 10 and will expire on April 30.

Because of the close family and financial ties between the two companies, it should come as no surprise that the boards of both companies have formed special independent committees to assess American Software’s offer.

American Software’s special independent committee is taking counsel from Baker, Donelson, Bearman, Caldwell & Berkowitz partners Sam Chafetz in Memphis and Henry Levi in Atlanta. Meanwhile, Logility’s special committee hired Jones Day partner Lizanne Thomas and associate Heith Rodman, both of Atlanta.


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K&S, Miller & Martin advise Propex on bankruptcy auction

Posted on March 27, 2009 17:03 by Andy Peters

An all-night auction produced the $82 million sale of a bankrupt Chattanooga carpet-industry supplier to a Minnesota investment firm, according to court filings. carpet

Wayzata Investment Partners LLC will pay $82 million to acquire the assets of Propex Inc. Chattanooga-based Propex filed for Chapter 11 in January 2008. Propex, formerly known as Amoco Fabrics and Fibers, manufactures polypropylene fabrics used in carpet backings. Propex sells its products to the large number of carpet makers based in nearby Dalton, Ga.

Wayzata, headquartered near Minneapolis, outbid two other parties, Black Diamond Capital Management Inc. and Renco Group Inc. Wayzata’s purchase is subject to the approval of U.S. Bankruptcy Court Judge John C. Cook in the Eastern District of Tennessee.

Propex relied on two law firms for counsel on the sale, King & Spalding and Miller & Martin. King & Spalding partners Henry Kaim and Mark Wege in Houston, and partner Sarah Borders and counsel John Isbell in Atlanta worked on the matter. For Miller & Martin, partners Shelley Rucker and Nick Whittenburg, both of Chattanooga, were counsel to Propex.

Kirkland & Ellis partner David Agay in Chicago and Husch Blackwell Sanders partner Jeff Norwood in Chattanooga advised Wayzata.


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Ghost Town creditor hires North Carolina counsel for Ch. 11 case

Posted on March 26, 2009 17:18 by Andy Peters
Ghost Town chair lift

Following up on an earlier blog post, an Atlanta-area creditor in the bankruptcy case of North Carolina amusement park Ghost Town in the Sky has found legal counsel.

Mullen Holland & Cooper partner Lee Peindl in Gastonia, N.C., is representing creditor Industrial Service Group of Dallas, Ga. Industrial Service Group was listed in court documents as being owed $316,217 for performing maintenance work on an incline railroad.

Ghost Town Partners LLC of Maggie Valley, N.C., filed for Chapter 11 on March 11, listing $13 million in assets and $12.3 million in liabilities. On March 17, U.S. Bankruptcy Court Judge George R. Hodges approved a $100,000 credit line from Resurrection Partners LLC for the amusement park. Ghost Town’s management said it wouldn’t be able to open for this year’s summer season without the loan, because it couldn’t make payroll.


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Rogers & Hardin, Burr & Forman advise on private equity deal

Posted on March 24, 2009 09:17 by Andy Peters

Rogers & Hardin partner Bob Hussle represented Atlanta Equity Investors LLC on a series of transactions. Pete Correll

In the first transaction Atlanta Equity made a significant investment and acquired a controlling stake in Empower Software Solutions Inc., Hussle said. Secondly, Empower renegotiated the terms of a $31 million credit agreement with Chatham Capital Partners Inc. Finally, Empower acquired a tax-compliance business from Sage North America. Financial terms were not released for any of the transactions.

Burr & Forman partners Ed Snow, Deborah Franz and Bill Joseph advised Chatham Capital. Rogin Nassau of Hartford, Conn., advised Empower.

Atlanta Equity is an investment fund that was founded by Georgia-Pacific Chairman Emeritus Pete Correll [photo, right] and former executives of Navigant Capital Advisors and Arcapita. Empower is an Orlando, Fla., maker of human resources software. Chatham is an Atlanta mezzanine investment firm.

Atlanta Equity Investors’ first fund, a $109 million private equity fund, has also invested in NRI Construction, which provides maintenance and renovation services to apartment complexes. Paul, Hastings, Janofsky & Walker partner Rey Pascual advised Atlanta Equity on that deal, which closed in May.


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Sutherland files AIG $306 million tax complaint against feds

Posted on March 20, 2009 14:57 by Andy Peters

American International Group Inc. wants its money back, or at least some of it.AIG

The federally bailed-out insurance behemoth, which has been under extraordinarily heavy criticism from President Obama, Congress, TV talk show hosts and just about the entire American public, sued the U.S. government to recoup some money. The money at issue is $306 million in tax payments, some involving offshore entities that AIG controlled.

Filing the complaint on behalf of AIG last month were ten Sutherland attorneys from Atlanta, New York and Washington. According to the federal court docket, the Sutherland lawyers handling the matter are partners Jerry Cohen, Tom Cullinan, Joe DePew, Kent Jones, Jerome Libin, Dan Schlueter and Lewis Wiener, and associates Julie Bowling, Larry Dany and Jeffrey Starkey. All of the attorneys are in Sutherland’s tax, tax litigation or litigation practice groups. Wiener is listed as the lead attorney on the complaint filed in federal court in Manhattan.

The New York Times makes the observation that AIG is essentially suing its majority owner, since the U.S. government owns about 80 percent of AIG.

AIG says the U.S. government illegally assessed and collected from it $306,102,672 in income taxes, penalties, interest and additions.


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Morris Manning involved with deal for drug research business

Posted on March 20, 2009 13:53 by Andy Peters

Morris, Manning & Martin partner Carl Erhardt and associate Melissa Joyal advised a British company on its acquisition of a research group that conducts clinical trials for drug companies.Pivotal

PHC Inc. sold its Pivotal Research Centers subsidiary to Premier Research Group PLC for $3 million, plus additional considerations that could push the total value of the deal to $5 million. The deal closed March 13. Erhardt and Joyal advised Premier Research.

Premier Research, based in the United Kingdom, conducts clinical research for drug makers and medical device makers. PHC, of Peabody, Mass., conducts business under the name Pioneer Behavioral Health and operates a dozen substance abuse-treatment facilities nationwide.


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Muni bond market healthy for two Smith Gambrell clients

Posted on March 19, 2009 12:15 by Andy Peters

Private companies may still be having a difficult time obtaining credit, but the market for municipal bonds has improved considerably in the past six monCedar Ridge Elem School in Whitfield Coths, according to Smith, Gambrell & Russell partner Ben Brooks.

Brooks and another public finance partner at Smith Gambrell, James Monacell, are working on two pending sales of muni bonds by Georgia government entities. Brooks is bond counsel to the Whitfield County School District on a $68.3 million general-obligation bond sale. Monacell is bond counsel to Henry County on a $66.2 million sale.

The rates that Whitfield County obtained for its bond sale range between 3 percent and 5 percent, Brooks said. That’s a decrease from earlier this year when the rates would have ranged between 5 percent and 6 percent, he said.

“As a very general matter, the market for traditional tax-exempt debt has stabilized quite a bit,” Brooks said. “So you see these two deals pricing with fairly good rates.”

The average yield was 2.1 percent for the Henry County issue and 2.7 percent for Whitfield County, Monacell said.

The Henry County bond sale priced this week and will close later this month. The Whitfield County bonds are also scheduled to close later this month. Henry County will use the bond proceeds to repay debt, acquire property and fund other projects. Whitfield County plans to use its proceeds to build new schools [photo, above], including a new high school to open in August 2010, and to renovate current schools.

King & Spalding partner Woody Vaughan and associate Allison Dyer are counsel to Morgan Keegan & Co., the underwriter of the Whitfield County schools issue. Harben, Hartley & Hawkins partner Cory Kirby in Gainesville is general counsel to the Whitfield County School District.

Sutherland partner Matt Nichols is counsel to Morgan Keegan, which is also underwriting the Henry County issue. LaTonya Nix Wiley in McDonough is the Henry County Attorney.


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K&S works on private equity investment in Egyptian drugmaker

Posted on March 18, 2009 14:04 by Andy Peters
Cairo

Lawyers from King & Spalding’s Dubai office advised the private equity arm of the National Commercial Bank of Saudi Arabia on an Egyptian pharmaceutical deal.

Partner Benjamin Newland and associate Taman Barhoush were counsel to Eastgate Capital Group on its $40 million investment in Sigma Pharmaceutical Industries. Sigma, the 10th-largest pharmaceutical company in Egypt, is a maker of generic drugs. The companies said Eastgate’s investment will allow Sigma to expand into Saudi Arabia, Algeria and the Republic of Sudan.

Arab Legal Consultants of Cairo [photo, right] advised Sigma, according to the news service Al Bawaba.

K&S opened its Dubai office in January 2007. Newland moved there from Atlanta when the Dubai office opened.


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China rejects Coca-Cola $2.3 bln acquisition of Chinese juice maker

Posted on March 18, 2009 11:39 by Andy Peters

China rejectedCoke machine Coca-Cola Co.’s proposed $2.3 billion acquisition of China Huiyuan Juice Group Ltd., saying it would be “negative for competition” in the Chinese beverage market, Bloomberg News reported.

Coke’s acquisition agreement was one of the first major tests of China’s recently-adopted antitrust law, the Am Law Daily blog said. China's Anti-Monopoly Law came into affect in August 2008.

If the deal had gone through, Coca-Cola might have used its “dominant position” to drive up prices and limit competition, Bloomberg reported, citing the Chinese Ministry of Commerce.

Coca-Cola can appeal the decision, but won’t, Bloomberg said.

Skadden, Arps, Slate, Meagher & Flom, which has advised Coca-Cola on numerous recent corporate matters, had been counsel to the Atlanta beverage giant on the Chinese deal. Skadden partners Nicholas Norris in Hong Kong and Gregory Miao in Shanghai were lead advisers.

Some corporate attorneys had speculated in September that the Chinese government would approve the Coke deal because of the goodwill Coca-Cola had engendered in the country through its sponsorship of the Beijing Olympics and other factors.


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Hartman Simons counsel to Newport on Johns Creek apartments

Posted on March 17, 2009 12:05 by Andy Peters

An Atlanta developer whose partners include former Post Properties CEO John Williams has been trying to work out a deal to build a large apartThe Park at East Pacesment complex in Johns Creek.

The developer, Newport Development LLC, retained Hartman, Simons, Spielman & Wood partner Yvette Fallone-Tietje to advise on negotiations to acquire property for the apartment complex.

Newport has had contracts to acquire two parcels in Technology Park/Atlanta’s Johns Creek development, Fallone-Tietje said. Last year, the Johns Creek City Council rejected Newport’s application to rezone one of the parcels to residential. Newport is evaluating whether to submit a re-zoning application for the second parcel, she said.

Newport has not closed on the purchase of either parcel, she said. Smith, Gambrell & Russell partner Mark Pottorff is advising the seller of the second parcel, Wegener Communications Inc.

According to the property sale agreement that Wegener filed with the Securities and Exchange Commission, Newport has planned a 225-unit apartment complex called The Woodlands at Johns Creek. It would be located next to Wegener’s corporate headquarters on Technology Circle in Johns Creek.

Newport’s development portfolio includes apartment complexes in Suwanee and Vinings, as well as four other projects in the works. One of those is The Park at East Paces [photo, above], a condo and townhouse development at East Paces Ferry Road and Roxboro Road. Newport was founded in 2003 by commercial real estate executives Robert Krause and Richard Stephens. Williams is a minority investor in Newport.


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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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