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

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.

More than a dozen attorneys from Atlanta, New York and Wilmington, Del., were involved in hammering out a settlement between Home Depot Inc. and HD Supply Inc. over how much the home-improvement retailer would pay to its former subsidiary.

HD Supply split its legal work between Atlanta firm Rogers & Hardin and the New York-based giant firm Skadden, Arps, Slate, Meagher & Flom, according to a document in Delaware Chancery Court. Home Depot divvied up its assignments between the Delaware firm Morris, Nichols, Arsht & Tunnell and New York-based lawyers from Quinn Emanuel Urquhart Oliver & Hedges.

Per the terms of the settlement, Home Depot will pay HD Supply $22 million in cash, along with other non-cash considerations, according to a Feb. 2 news release. In the companies’ original Aug. 2007 merger agreement, Home Depot sold its HD Supply unit to a group of private equity funds for $8.5 billion. That price, however, was subject to adjustments after the deal closed, based on HD Supply’s working capital.

However, once Home Depot and the three private equity funds that bought HD Supply tried to work out the post-closing purchase price adjustment, they couldn’t come to an agreement. HD Supply’s new owners ended up suing Home Depot in Delaware Chancery Court in Aug. 2008. HD Supply’s primary argument was that purchase-price adjustment issues that Home Depot wanted submitted to an arbitrator were instead contractual issues and not subject to arbitration. Home Depot filed a motion to throw out HD Supply’s suit and submit the issues to the arbitrator, Ernst & Young.

In October, Delaware Chancery Court Chancellor William B. Chandler III ruled in favor of HD Supply, saying the case could proceed. Home Depot and HD Supply then began the discovery process; the $22 million settlement was reached during discovery and before the matter went to trial.

Rogers & Hardin corporate partner Alan Leet, litigation partner Dan Laney [photo, right] and associate Leah Epstein, all in Atlanta, were co-counsel to HD Supply on the settlement. They worked with HD Supply general counsel Ricardo Nuñez, who is based in Orlando.

Skadden partners Paul Lockwood in Wilmington and Jay Kasner, Christopher Malloy and Scott Musoff in New York were also co-counsel to HD Supply.

Morris, Nichols, Arsht & Tunnell partner Martin Tully and associate Kevin Coen in Wilmington, and Quinn Emanuel partners Steve Neuwirth, Kevin Reed and Deborah Brown [photo, right] in New York advised Home Depot.

Terms of the settlement were not made public; Leet and Laney declined to comment.

HD Supply, headquartered in Atlanta and Orlando, distributes building materials and maintenance and industrial supplies to professional contractors. HD Supply was created in 1997 and was greatly expanded by former Home Depot CEO Bob Nardelli through multiple acquisitions.

Three private-equity funds, Bain Capital, The Carlyle Group and Clayton, Dubilier & Rice, own a majority stake in HD Supply, while Home Depot retains a 12 percent stake in its former subsidiary. Home Depot said in a news release that it will take a pre-tax charge of $163 million for a write-down of its investment in HD Supply, according to Home Depot. The charge “reflects a lower valuation for its investment in HD Supply,” Home Depot said.

As the list of Georgia banks that have applied for funding in the U.S. Treasury’s TARP program grows, only two of those banks, as of late November, have actually closed on their financing.

SunTrust Banks Inc. was the first. The latest to complete the financing transaction is Ameris Bancorp of Moultrie, Ga. Rogers & Hardin partners Steve Fox and Jody Spencer, longstanding outside counsel to the bank, advised Ameris on the application, Spencer said.

Ameris sold 52,000 shares of preferred stock to the Treasury for $52 million in cash, according to a regulatory filing. Treasury also obtained a 10-year warrant to purchase up to 679,443 shares of Ameris’ common stock. The transaction was conducted under Treasury’s Troubled Asset Relief Program Capital Purchase Program, also known as TARP.

Ameris agreed to certain restrictions on compensation for its executives, as required under the TARP plan.

It’s not luck that Ameris was only the second Georgia bank to complete its TARP application, said Spencer [photo, right].

“The Treasury is interested in supporting healthy banks,” Spencer said. “Ameris applied voluntarily, of course, and was approved very quickly. I think that’s a good statement on their position.”

Describing Ameris as “the prototypical community bank,” Spencer said Ameris didn’t delve into complicated or risky loans like subprime mortgages.

Ameris operates 46 locations of Ameris Bank in south Georgia, north Florida, Alabama and South Carolina.

Rogers & Hardin partner Steve Fox advised Crown Crafts Inc. on inking a contract with its new chief financial officer.

Crown Crafts in September announced that it had hired Olivia W. Elliott as vice president and CFO, receiving a promotion from her previous position as company treasurer. She joined Crown Crafts from Amedisys in 2001. Crown Crafts will pay Elliott a salary of $200,000, plus performance-based cash bonuses and other benefits, according to a regulatory filing.

Crown Crafts, of Gonzales, La., makes bedding, bibs and blankets for infants and toddlers.

Lawyers from Hartman, Simons, Spielman & Wood and Sutherland are the legal advisers on the bankruptcy court-approved sale of a Georgia natural gas marketer.

Sutherland partners Tom Byrne and Knox Dobbins advised MXenergy Inc. on its agreement to acquire Catalyst Natural Gas LLC for about $2 million. Hartman Simons partners Sam Arden and Joe DeLisle were counsel to Catalyst on the deal. The sale has received approval from U.S. Bankruptcy Court Judge Joyce Bihary and from the Georgia Public Service Commission.

Catalyst, of Atlanta, filed for Chapter 11 protection on Oct. 1 in U.S. Bankruptcy Court for the Northern District of Georgia. Catalyst was a natural-gas marketing company that had served 34,000 customers in Georgia. MXenergy, of Stamford, Conn., provides natural gas and electricity in the U.S. and Canada.

In addition to the sales agreement, a host of Atlanta-area attorneys are advising clients in the Catalyst bankruptcy proceedings.

Jones & Walden partners Leon Jones and Denise Dotson are bankruptcy counsel to Catalyst, while Powell Goldstein partner Robert Mercer is legal counsel to the official committee of unsecured creditors to Catalyst.

Cohen Pollock Merlin & Small partner Gus Small is representing interested party Gas South LLC, which said in a court filing that it estimates that it’s owed about $1.5 million by either Atlanta Gas Light or by Catalyst. That debt is a result of Catalyst under-supplying the natural gas system shared by the state’s gas-marketing companies, Small wrote in a court filing on behalf of natural-gas marketer Gas South.

McKenna Long & Aldridge partners Gary Marsh and Craig Dowdy and associate David Gordon are counsel to creditor Atlanta Gas Light Co.

Rogers & Hardin partners Kimberly Myers, Tony Powers and Robert Remar are representing creditor Georgia Natural Gas, a unit of SouthStar Energy Services.

King & Spalding partner Paul Ferdinands is counsel to creditor SCANA Corp.

Morris, Manning & Martin partners Becky Patrick and David Rabin are counsel to Infinite Energy Inc. on litigation it filed against Catalyst. Hartman Simons partner David L. Pardue is defending Catalyst in the Infinite Energy litigation.

Scroggins & Williamson partners Robert Williamson and Hayden Kepner are counsel to interested party Constellation Energy Commodities Group Inc. McDermott Will & Emery partners Nathan Coco in Chicago and Robert Stephens in Houston are also advising Constellation Energy.

Amid the carnage on Wall Street, two Atlanta law firms—Sutherland and Rogers & Hardin—may be keeping a particularly close watch on Bank of America’s surprise acquisition of Merrill Lynch.

Both Sutherland and Rogers & Hardin have historically performed a “significant” amount of work for Merrill in the area of broker-dealer arbitration, said RobbinsLaw founding partner Richard Robbins, who in May left Sutherland after 27 years. Robbins said he has represented Merrill in litigation, but that the Wall Street firm isn’t a current client.

It will probably be at least a year before Bank of America reviews the law firms that conduct work for Merrill, Robbins said, because Bank of America will have higher priorities in managing the integration of Merrill.

Sutherland partner Terry Weiss, who chairs the firm’s broker-dealer litigation and arbitration practice group, declined to comment on the Bank of America-Merrill deal or on how it might affect his law firm. Rogers & Hardin managing partner Steve Leeds could not be reached for comment.

Sutherland has represented Merrill in at least 44 broker-dealer arbitration cases, according to a news item on the law firm’s Web site.

In one case, Sutherland defended Merrill in a $6 million claim brought by a retired lawyer against Merrill and Smith Barney. A New York Stock Exchange panel denied all of the retired lawyer’s claims. Sutherland said it was the firm’s “44th zero result” for Merrill. Goodfriend v. Merrill Lynch, No. 2004-015309 (NYSE, Jan. 9, 2007).

Additionally, lawyers from Sutherland’s Washington office have advised Merrill on securities offerings and in regulatory matters concerning life insurance and annuity products, according to Securities and Exchange Commission filings.

As for Rogers & Hardin, a partner at that firm, Brett Rogers, represented Merrill in a 2007 case in which a profit-sharing plan trustee and a shareholder of the plan filed a tort action against Merrill. Hedquist v. Merrill Lynch, No. A06A1785 (Ga. Ct. of Appeals).

The volume of work in the area of broker-dealer arbitration tends to trail the market by a couple of years, with a bear market producing an increased number of cases and vice-versa, Robbins said.  Thus, the level of activity in broker-dealer arbitration is currently low, reflecting the last bull market. But the current bear market should produce an up-tick in broker-dealer cases in coming years, he said.

“When people lose money, they blame their broker,” Robbins said.