Local lawyers from Rogers & Hardin and Bryan Cave are involved in Ameris Bancorp’s plan to raise up to $60 million in a public offering that, Securities and Exchange Commission documents indicate, may be used to fund the purchase of failed banks.

According to a registration statement filed with the SEC on March 26, Ameris plans to sell common stock and use the net proceeds “for general corporate purposes, including to fund possible future acquisitions of other financial services businesses (which may include FDIC-assisted transactions)… .”

Ameris, a financial holding company and the parent company of Ameris Bank, has recent experience with FDIC-assisted transactions in Georgia. In October, it bought  Lawrenceville-based American United Bank, which had $85.7 million in loans and $100.3 million in deposits. A month later, Ameris purchased United Security Bank, with branches in Woodstock and Sparta, which had $108.4 million in loans and $140 million in deposits.

Rogers & Hardin was involved in both deals, which included loss-sharing agreements with the FDIC, discounts on the book value of the assets and premiums on the acquired banks’ deposits. The transactions, according to SEC documents, resulted in cash payments from the FDIC to Ameris that totaled about $41.3 million.

If Ameris is looking for failed banks in the areas where it currently has operations— Georgia, Florida, Alabama and South Carolina—it will have plenty to choose from.  Since August 2008, 23 Florida banks and 37 Georgia banks have failed, according to information from the FDIC. The FDIC lists four bank failures in Alabama, and none in South Carolina.

This is the first public offering Ameris has made since the early 1990s, according to Dennis J. Zember Jr., the chief financial officer at Ameris.  “Our market capitalization now is about $120 million, and it’s been as high as $450 million,” he said. He called the bank’s planned $60 million public offering “significant.”

Ameris did complete a private placement in November 2008, receiving $52 million from the Troubled Asset Relief Program in connection with its sale of preferred stock to the U.S. Treasury, according to SEC documents.

Steven E. Fox and Jody L. Spencer at Rogers & Hardin are representing Ameris in the transaction. Fox, the lead lawyer, declined comment because the registration process is not yet complete. B.T. Atkinson, a partner in Bryan Cave’s Charlotte office, along with Atlanta associates Jonathan Hightower, Robert Klinger and Dustin Hall, represent the underwriters, Keefe, Bruyette & Woods, based in New York.

Atlanta-based BWAY Holding Company, a supplier of containers for paint, chemicals, food and other products, is about to be acquired in a deal valued at $915 million—but no Atlanta lawyers are in on the action.

Debevoise & Plimpton is representing BWAY, and Sullivan & Cromwell is representing the company’s transaction committee. Attorneys from Kirkland & Ellis represented the acquirer, a company organized by Madison Dearborn Partners, a Chicago-based private equity firm.

Under the agreement, BWAY shareholders will receive $20 cash for each share of common stock, which represents a premium of about 25 percent over the 30-day average closing price on March 26. Bank of America Merrill Lynch and affiliates of Deutsche Bank Securities Inc. have agreed to provide debt financing for the transaction. Goldman, Sachs & Co. acted as financial advisor to BWAY’s transaction committee.

The transaction is subject to regulatory approval and to approval by holders of a majority of BWAY’s shares. It is expected to close in the second or third quarter of this year.

The consumer push for greener, safer plastics has prompted Eastman Chemical Co., with the help of its lawyers at Jones Day, to acquire a company that produces phthalate-free compounds that make plastic and other materials more flexible.

Jones Day partner William B. Rowland, who led the firm's legal team, said his client will close the all-cash deal to purchase Rosemont, Ill.-based Genovique Specialties Corp. as soon as it gets antitrust approval. "It could close as early as next month," he said.

Financial terms of the deal were not disclosed, but Genovique posted 2009 revenue of $135 million. Kingsport, Tenn.-based Eastman had sales of $5 billion last year. Genovique produces plasticizers, which help make plastics and other materials more flexible. Its plasticizers do not contain phthalates, compounds that have been linked to problems in the human endocrine system. The company also produces benzoic acid and sodium benzoate, antimicrobial products used to lengthen the shelf life of food, beverages and pharmaceuticals. Benzoic acid also is a key ingredient for benzoate plasticizers used to make PVC. Eastman already produces non-phthalate PVC.

The deal itself moved quickly, Rowland said, taking about four months to reach the definitive agreement stage. "It was an auction process," he said. "The target is owned by a private equity group called Arsenal Capital, and they had hired Lazard, an investment banking firm, to conduct an auction for this portfolio company."

Rowland said he didn't know how many other bidders were interested in Genovique, which also has operations in China and Estonia. That's typical in an auction put on by a private equity company, he said, where, after some due diligence, the seller asks for indicative offers and eventually narrows the field of potential bidders.

"You don't know what other people offered or who the other bidders are precisely, though you may get a sense from your industry contacts," Rowland said. "The sellers always want you to think that there are 20 bidders who are hot and heavy."

Genovique sits squarely in a growing market. Regulatory changes and consumer demand, according to information from Eastman, are likely to increase the volume of non-phthalate plasticizers at a compounded annual rate of 7 percent over the next five years in North America and Europe.

Rowland, who has done a number of acquisitions and dispositions for Eastman Chemical over the years, said that in addition to negotiations and mergers and acquisitions work, his firm also looked into environmental, antitrust, real estate and tax matters on the deal, as well as at the legal aspects of purchasing a company from a fund rather than a corporate owner.

Other Atlanta Jones Day lawyers on the deal include partners Michael A. Lee and John E. Zamer, of counsel Charles A. Perry and Christine M. Morgan and associates Heith D. Rodman and Justin R. Hitchcock.

Attorneys from Proskauer Rose represented both Genovique and New York-based Arsenal.

Two Georgia-connected newspaper companies that recently emerged from Chapter 11 bankruptcy reorganizations have wound up their legal proceedings—which means it is time to pay their lawyers.

The newspaper companies are Augusta-based Morris Publishing Group, owner of 13 daily newspapers, including The Augusta Chronicle and Savannah Morning News, and Lexington, Ky.-based Triple Crown Media Inc., operator of six daily and one weekly newspapers in Georgia, including the Gwinnett Daily Post and the Rockdale Citizen.

Morris Publishing filed its case in U.S. Bankruptcy Court for the Southern District of Georgia on Jan. 19. Augusta-based debtors' counsel Hull Barrett is requesting $138,519 in fees from the time of the filing through March 1.

The top hourly rates were $270 for Mark S. Burgreen and $235 for David E. Hudson and James B. Ellington.

Debtors' counsel Neal, Gerber & Eisenberg, based in Chicago, is requesting $233,303 in fees for the same time period.

The top hourly rate was $725 for David S. Stone.

Augusta-based James T. Wilson Jr., the court-appointed attorney for the debtor, has requested $32,410 in fees; his hourly rate is $350.

Morris emerged from bankruptcy earlier this month, 42 days after filing its case. The case moved quickly because Morris filed a pre-packaged bankruptcy, meaning that most of the creditors agreed with the terms prior to the filing.

This allowed the company to cut its debt from $418 million to $107 million, and to execute a swap of $100 million in notes due in 2014 for the cancellation of about $278.5 million in notes due in 2013. Other Morris entities also agreed to make an $85 million capital contribution and to repay $25 million in inter-company debt, according to court records.

Triple Crown emerged from bankruptcy in December, after filing for reorganization in September 2009 in U.S. Bankruptcy Court for the District of Delaware.

Wilmington, Del.-based debtors' counsel Morris, Nichols, Arsht & Tunnell recently received court approval for final compensation of $83,732 in fees incurred between September and December 2009.

The top hourly rate was $725 for Robert J. Dehney.

Debtors' counsel Dinsmore & Shohl, based in Cincinnati, received court approval for $239,360 in fees billed from September to December.

The top hourly rate was $465 for Charles F. Hertlein Jr. and Tim J. Robinson.

Triple Crown, which also filed a pre-packaged plan, assumed and reinstated about $40 million of existing first lien debt, with plans to repay other creditors in full. The company also exchanged about $35 million in second lien senior debt for $10 million in new second lien secured notes and common stock in the reorganized company; it also exchanged $27 million in existing convertible preferred stock for new common stock in the reorganized company.

A team of lawyers from Wachtell, Lipton, Rosen & Katz got the glam job of helping National Basketball Association star Michael Jordan purchase a majority interest in the Charlotte Bobcats. The investment gives Jordan a controlling interest in Bobcats Sports & Entertainment, which runs the Bobcats, and in the Time Warner Cable Arena in Charlotte. The financial terms of the deal, handled by Wachtell partners David Silk and Philip Mindlin, were not disclosed, but Bloomberg reported that the Bobcats' prior owner, Robert Johnson, paid $300 million for the team in 2003, and that the Bobcats, which have a 34-32 record under coach Larry Brown this season, were valued at $278 million by Forbes Magazine in December. Jordan is the first former player to become a majority owner of an NBA team. Jordan also was represented in the transaction by Moag and Company; the team was represented by GSP Securities LLP.

In a deal that may signal the shape of things to come in the power industry, Miller & Martin lawyers in Atlanta have helped Texas-based electricity marketer Nations Power set up a first-of-its-kind pre-paid power agreement with a major energy wholesaler.

From the companies' perspective, said Miller & Martin members A. Josef DeLisle and Chris Schwab, the deal is unique because getting customers to pay in advance for their electricity reduces the financial risk to the energy marketer and wholesaler. Under a traditional financial model, the companies essentially float the consumer a month's worth of power before sending a bill—which the consumer may or may not pay.

"The wheels fall off of that particular model in an economy like this, when people can't afford to pay their bills," said Schwab, who also worked on the deal with member Kenneth F. Antley and associate Christopher T. Henderson. "People can't afford deposits, and marketers won't enter into a normal billing cycle with someone who can't put down a deposit."

From the consumers' perspective, DeLisle and Schwab said, the transaction is also useful because it offers customers with low incomes or poor credit who can't afford high up-front deposits the option of skipping the deposit and pre-paying for their power.

"It's very interesting when it comes to the legal transaction, as well, because it's not something the traditional powerbrokers are used to seeing. They're used to seeing large deposits in order to, in essence, give you financing to purchase power," Schwab said. "The collateral of Nations Power increases directly with every pre-paid customer because the cash is in the bank before the customer ever buys the power."

Texas has a deregulated electricity market, DeLisle and Schwab explained, comparable to Georgia's deregulated gas market in which Atlanta Gas Light is the wholesaler of gas, owning all the pipes and infrastructure to produce and transport it. Customers are able to select from a variety of marketers such as Gas South or Scana, which purchase the gas from Atlanta Gas Light, then sell it to consumers.

Houston-based Nations Power, a startup launched about 1 ½ years ago that had no customers when the deal was signed, according to Schwab, is that kind of marketer for the Texas electrical market. Its wholesale partner in this transaction, which DeLisle asked not to be named, is a top 10 company in its industry and was represented by Jones Day and its in-house counsel.

"You don't generally get top-10 energy companies to get in bed with someone who has zero dollars on day one, but they see the value, and their credit risk is reduced because of the way this is set up," Schwab said.

DeLisle said the wholesaler's willingness to ink an agreement with Nations Power was enough to satisfy state regulators of his client's viability. "It's difficult for [Nations Power] to garner on their own behalf the creditworthiness … so what they did is essentially partner with this global energy business to provide the credit backing to satisfy the regulators," he said.

Schwab explained that the deal was built around an International Swaps and Derivatives Association agreement. "That's a universally standard form, and then there's a host of standards and schedules that go along with it that you can customize," he said.

One of the interesting and unusual aspects of the deal, DeLisle and Schwab said, was creating a cash flow system that protected the creditors yet left funds—which, because they are pre-paid, still belong to the customer until they're used to pay for real-time power use—still accessible to the consumer.

In the end, Schwab said, the lawyers created something akin to an escrow account for pre-paid funds, plus a system that lets money automatically flow from that account as it is used to pay for power into other accounts owned by the marketer and wholesaler. "Eventually," he said, "there's a cash basin at the bottom for our client to have its operating money and its profits."

The deal's value, the lawyers said, is unclear because it rises with each customer Nations Power signs up, and it is too early to say how many that will be. Texas has about a million "smart meters"—which provide for remote tracking of power and are necessary for the pre-paid system to work—and expects to have about six million in the next few years, so the potential is significant.

"There was a great deal of negotiating, a good deal of drafting," Schwab said. "I think everyone was excited by this, including the power provider, because it was novel and they could see it being a model in the future in the gas and water industries."

Jackson Healthcare, an Alpharetta-based health care staffing business, has purchased the pharmacy staffing unit of Duluth-based Hire Dynamics in a deal involving a cadre of local lawyers.

General Counsel Dennis Stockwell handled the transaction for Jackson Healthcare; Locke Lord Bissell & Liddell partner Philip A. Cooper represented Hire Dynamics.

Though financial terms of the deal were not disclosed, both companies made the most recent Inc. 5000 magazine listing of the fastest-growing private companies in the nation. According to the magazine, Jackson Healthcare posted 303 percent growth over three years to revenue of $372.6 million; Hire Dynamics had 30.4 percent growth over three years to $40.5 million.

Stockwell, through spokeswoman Meigan Manis, said the companies knew of one another because both operate in the same market. But, she said, they really came together when associates at Jackson Healthcare, who knew associates at Hire Dynamics, helped introduce their presidents.

Cooper, who has represented Hire Dynamics since its founding in 2001, said the deal took about a month to put together. "It was pretty fast track," he said.

Represented by King & Spalding, Roark Capital Group, an Atlanta-based private equity firm, joined forces with another private equity shop, Philadelphia's Entrepreneur Partners, to acquire Marietta-based Peachtree Business Products.

Peachtree, represented by lawyers from Sutherland, is a direct marketer of specialty business products and marketing materials for residential property managers, parking facilities and other end markets. It will be combined with one of Entrepreneur's portfolio companies, AmeriFile, a St. Louis-based direct marketer of specialty business products to physicians, dentists and other health care practitioners. The combined company will be based in Marietta.

Roark specializes in business and consumer service companies with revenue between $20 million and $1 billion. Blank Rome represented Entrepreneur, which focuses on direct marketing companies with revenue between $15 million and $250 million.

GE Capital Corp. and Golub Capital have co-arranged a credit facility to support the acquisition.

Lawyers from King & Spalding's Texas outpost advised the Houston Astros Baseball Club when it established a new Latin American baseball academy and sports complex in the Guerra Region of Boca Chica, Dominican Republic.

William A. "Pete" Musgrove, Martin Lythgoe and Angelica G. Alfaro from King & Spalding's Houston office advised the Astros on a build-to-suit lease with D. & F. Sports Field Services SA, and a construction agreement with Equipos y Construcciones del Cibao SA. The firm also is advising the Astros on the drafting of several service agreements related to the complex.

The complex, which was completed March 1, has 2 1/2 playing fields, six pitching mounds, batting cages and an observation tower. The facility also includes a building with classrooms; dormitories; a dining room and industrial kitchen; weight, training and equipment rooms; offices for managers and coaches; a clubhouse and a laundry.

Bankruptcy filings in federal courts across the nation rose nearly 32 percent last year, according to data just released by the Administrative Office of U.S. Courts. The total number of bankruptcies filed rose to more than 1.4 million. Chapter 11 filings rose 50 percent, to 15,189; Chapter 7 filings rose 41 percent to just more than 1 million; and Chapter 13 filings rose 12 percent, to nearly 407,000. For more data and charts, visit the Administrative Office of the U.S. Courts Web site.