Burr & Forman on fleet card manager's acquisition and financing

Posted on April 17, 2009 10:38 by Andy Peters
fuel

Burr & Forman advised FleetCor Technologies Inc. on an acquisition and a new round of financing. Partner Deborah Franz led the work for Burr along with Martin Tilson, who has since left the firm. They worked with FleetCor general counsel Sean Bowen.

In the first deal, FleetCor acquired lodging-management technology provider Corporate Lodging Consultants of Wichita, Kan., from private equity firm Nautic Partners LLC for undisclosed terms. Edwards Angell Palmer & Dodge advised Nautic Partners.

Shortly after the acquisition, Fleetcor raised $100 million in equity to help finance the transaction. FleetCor raised the funds from a group led by Summit Partners, its majority shareholder.

FleetCor, of Norcross, sells fleet cards that track fuel usage to companies that manage vehicle fleets and to oil companies. FleetCor provides data processing for the fleet cards. Its clients include BP, Chevron, Citgo and MasterCard.


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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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Morris Manning lawyers do double-duty on insurance deal

Posted on February 6, 2009 14:32 by Andy Peters

Morris, Manning & Martin partner Ward Bondurant and of counsel Stacey Kalberman worked on a deal that will combine two companies that provide professional liability insurance to lawyers and to doctors.proassurance

In the deal, ProAssurance Corp. of Birmingham, Ala. agreed to acquire Georgia Lawyers Insurance Co. for undisclosed terms. ProAssurance sells medical-malpractice liability insurance to doctors, physician practice groups and hospitals. Georgia Lawyers Insurance, based in Fayetteville, insures about 2,700 lawyers in Georgia, according to the company.

Bondurant and Kalberman advised Georgia Lawyers Insurance and its majority shareholder, Lawyers Mutual Liability Insurance Co. of North Carolina, on the deal, according to Bondurant.

After negotiating the deal on behalf of Georgia Lawyers Insurance, Bondurant and Kalberman then advised ProAssurance on obtaining regulatory approval from the Georgia state Insurance Commissioner, according to ProAssurance general counsel Jeff Lisenby.

Lisenby and ProAssurance in-house compliance counsel Katie Neville handled the merger negotiations with Georgia Lawyers Insurance, Lisenby said.

In a separate transaction, Burr & Forman partners Jack Stephenson Jr. and Jennifer Moseley in Birmingham are advising ProAssurance on its proposed sponsored demutualization of the PICA Group of Brentwood, Tenn., which provides professional liability insurance to podiatrists.


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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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Ga. state senator takes advice from longtime counsel on Chevy offer

Posted on November 20, 2008 12:56 by Andy Peters

A Georgia state senator who controls two auto dealerships has tapped his longtime outside law firm—Segal, Fryer, Shuster & Lester—for advice on an offer to acquire a dealership from the bankrupt Bill Heard Enterprises Inc.Bill Heard

Michael Shuster, a partner at the Atlanta firm, is advising a company controlled by State Sen. Emanuel Jones on his offer to buy a former Bill Heard dealership in Columbus. The company, called Legacy Automotive of Columbus LLC, made its offer in the U.S. Bankruptcy Court for the Northern District of Alabama, where Bill Heard’s Chapter 11 case was filed.

Legacy’s offer is valued at least $12.5 million, and will ultimately be significantly higher than that, Shuster said. That figure includes an offer of $11.5 million for the dealership’s real estate, and another $1 million for furniture, fixtures and equipment at the dealership. However, Legacy is also offering to acquire two other sets of assets—the dealership’s inventory of new vehicles and its inventory of automobile parts. The value of those inventories has yet to be determined, Shuster said.

Shuster said he has been representing Jones since he entered the automobile dealership industry in 1991. Segal, Fryer, Shuster & Lester partner Charles I. Pollack is also advising Legacy on the real estate aspects of its acquisition offer.

Legacy had previously made an offer to acquire Bill Heard’s shuttered dealership in Gwinnett County. But that offer was withdrawn earlier this month.

Jones, a Democrat from Ellenwood, owns two dealerships in Henry County, Legacy Ford and Legacy Hyundai, both in McDonough. Jones was elected to the Georgia Senate in 2004.Chevy logo

Legacy’s offer for the Columbus dealership is classified as a “stalking horse” bid in bankruptcy court filings. That means Bill Heard is required to solicit other offers, and Legacy could be out-bid, Shuster said. Additionally, Legacy’s offer must receive final approval from both the U.S. Bankruptcy Court and from General Motors Corp., which holds an existing franchise agreement with Bill Heard.

Bids are also outstanding on two other Bill Heard dealerships, in Collierville, Tenn., and Huntsville, Ala.

Before filing for bankruptcy and closing all its dealerships in September, Bill Heard Enterprises was one of the largest Chevrolet dealers in the U.S.

Burr & Forman partners Robert Rubin and Derek Meek in Birmingham, Ala., are lead bankruptcy counsel to Bill Heard Enterprises. Kilpatrick Stockton partners Dennis Meir and John Mills in Atlanta and Mark Taylor in Washington are advising the official committee of unsecured creditors.


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Burr advises Atlanta risk manager Ivox on strategic alliance

Posted on October 8, 2008 14:20 by Andy Peters

Burr & FormaDeborah Franzn advised an Atlanta risk-management company on forming a strategic alliance with a New Jersey provider of data to the insurance industry.

Burr partners Deborah Franz [left] and Martin Tilson, both in Atlanta, were counsel to Ivox Corp. on the multimillion-dollar “strategic financing alliance” it formed with Insurance Services Office Inc. Additional terms of the agreement weren’t disclosed.

In addition to the financial investment, the two companies also expect to cooperate on research and new-product development.

Ivox, based in Atlanta, is engaged in the business of “assessing and managing risk in private and commercial fleets,” according to the company’s web site. Ivox’s customers are property and casualty insurance companies, and self-insured corporations owning and operating vehicle fleets.

Insurance Services Office, also known as ISO, provides statistical, actuarial and underwriting information for the property-casualty insurance and risk management industries. ISO is headquartered in Jersey City, N.J. McCarter & English advised ISO on the alliance with Ivox.


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Big Chevy dealer picks Burr & Forman for bankruptcy filing

Posted on September 29, 2008 13:05 by Andy Peters

The car dealer once known as “Mr. Big Volume” tapped Birmingham law firm Burr & Forman as its lead bankruptcy counsel.

Bill Heard Enterprises Inc. hired Burr partners Derek F. Meek , Marc P. Solomon and Robert B. Rubin of Birmingham, Ala. as lead counsel on its Chapter 11 filing in U.S. Bankruptcy Court for the Northern District of Alabama.Mr. Big Volume

Bill Heard, which had billed itself in advertising as “Mr. Big Volume,” closed all 14 of its dealerships nationwide on Wednesday. Bill Heard, which focused on sales of Chevrolet vehicles, operated four dealerships in metro Atlanta, including Bill Heard Chevrolet of Union City, Ga. and Tom Jumper Chevrolet on Roswell Road in Sandy Springs.

That focus on Chevy products proved to be a lead factor in the dealer’s downfall. Founded in 1919 in Columbus, Ga., where the company continued to maintain its headquarters, Bill Heard grew to become one of the largest Chevy dealers in the U.S. At its peak, the company generated $2.5 billion in yearly sales, according to a court filing.

Bill HeardHowever, the Chevy product line, which focused on gas-guzzling trucks and SUVs, led to sharply decreased demand amid record-high fuel prices, Bill Heard said in court filings. Banks’ sharp cutbacks in consumer financing also played a significant role in the sales declines. Bill Heard said that earlier this year, it was losing as much as $5 million per month.

Bill Heard filed its petition on Sunday. In the coming days, scores of attorneys will file notices with the bankruptcy court on behalf of creditors and other interested parties. Among the creditors are the State of Georgia, which Bill Heard estimated it owes about $770,000 in sales taxes; the states of Nevada and Texas, sites of large Bill Heard dealerships and also owed back taxes; and Cox Radio and Clear Channel, broadcasting companies that are presumably owed money on for unpaid bills for advertising.

In addition to the Burr attorneys, Hatcher Stubbs Land Hollis & Rothschild partner J. Barrington Vaught of Columbus said he is longtime outside counsel to Bill Heard and continues to represent the company.

Stichter, Riedel, Blain & Prosser partner Edward J. Peterson III of Tampa, Fla., was hired as Bill Heard’s conflicts counsel.

GMAC LLC hired Lightfoot, Franklin & White partner Sara A. Ford in Birmingham and Adorno & Yoss partner Charles M. Tatelbaum in Ft. Lauderdale, Fla. as bankruptcy counsel. GMAC had provided financing to acquire vehicles for a majority of Bill Heard’s dealerships. Bill Heard Enterprises filed a motion to hire GMAC to provide post-petition financing of $6.7 million.

Troutman Sanders partner Jeffrey W. Kelley is representing Columbus Bank & Trust Co., one of Bill Heard’s pre-petition lenders, according to Bill Heard’s certificate of service filed with the bankruptcy court on Monday morning. Holland & Knight partner James H. Rollins is representing BMW Financial Services, which had provided lending for Bill Heard to acquire vehicles for its dealer lots.


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Burr & Forman advises military trainer Omega on Cubic buyout

Posted on August 12, 2008 15:37 by Andy Peters

Omega Training Group Inc. of Columbus, Ga. tapped Burr & Forman partner Tully Hazell in Atlanta for the lead corporate counsel gig on its $61 million all-cash acquisition by Cubic Corp. Land Warrior

Burr partner Bill Joseph worked on tax issues and associate Kathryn Bouchillon worked with Hazell on corporate matters. Cubic General Counsel William L. Hoese handled legal matters on behalf of his company.

Omega provides training, logistics, software development and staffing services to the U.S. Army at Fort Benning, Ga. and other Army bases. Omega employs 790 people worldwide. The deal did not require Hart-Scott-Rodino Act review for antitrust concerns, nor did it require approval by the U.S. Department of Defense, Hazell said.

Cubic, of San Diego, has two business units. One is a maker of combat-simulation products, surveillance systems and robots for the military. The other makes smart cards, passenger gates and fare-collection machines for mass-transit subway and bus systems. Cubic makes the Breeze Card for Atlanta’s MARTA subway and bus network.


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Four Atlanta firms net work on Brown Trucking private-equity deal

Posted on June 11, 2008 15:41 by Andy Peters

Lawyers from four Atlanta law firms were involved in the recent sale of a DeKalb County trucking company to two Atlanta private equity funds.

Brown Trucking Last month Navigation Capital Partners and VVS Capital LLC, both of Atlanta, partnered to acquire James Brown Contracting Inc. of Lithonia for undisclosed terms. Wells Fargo & Co. and John Hancock Life Insurance Co. provided debt financing for the deal.

Hunton & Williams partners Joseph B. Alexander Jr. and Kevin F. Hull and associate Daniel P. Rollman advised Navigation.

Powell Goldstein partner Stuart C. Johnson advised VVS.

Miller & Martin partner David A. Flanigan Jr. and associate Timothy M. Silvis represented James Brown Contracting.

Burr & Forman partner Edgar C. Snow Jr. and associate Lindsey R. Arnold advised Wells Fargo.

Sullivan & Worcester was counsel to John Hancock.

James Brown Contracting owns two businesses – Brown Trucking Co. and JBT Brokerage. Brown Trucking hauls freight for paper and packaging-industry customers.


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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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