About a year ago, Troutman Sanders lawyer John Stephenson was sitting in the Chick-fil-A Bowl office near Centennial Olympic Park when his client, Bowl President Gary Stokan, proffered what you might call a modest proposal.

“He said, ‘I’ve got something I want to talk to you about,’” Stephenson recalled, adding that he’d come to Stokan’s office on a mundane Bowl matter. But when his client continued, the topic was anything but routine. “’We’re going to bring the College Football Hall of Fame to Atlanta,’” Stephenson said Stokan told him. “It was more of a statement than a question.”

It was an ambitious idea. Atlanta first tried—unsuccessfully—to lure the Hall of Fame, which is part of the National Football Foundation, in 1995. What’s more, the Hall of Fame, which opened that same year in South Bend, Ind., was bound in a 40-year contract with its host city.

But Stokan and George Morris, a former pro-football player and Atlanta business executive who spent 30 years as an official with the Southeastern Conference, persevered.

After more than a year of negotiations not typical of any deal Stephenson said he’s worked on, Stokan announced on Sept. 24 that Atlanta had trumped Dallas its quest to bring the Hall of Fame home. 

“From a lawyer’s perspective, it was really an exercise in patience,” Stephenson said. “We weren’t responding to proposed terms as you typically would in a bidding process. … We really had to … gauge the sensitivities of the situation. There was a lot of confidentiality, because the talks were going on for a year, and we really had to let the [National Football] Foundation manage their relationship with South Bend.”

Citing a statement made by Steve Hatchell, president of the NFF, Stephenson added, “This was not an RFP process. It was much more organic than that. The College Football Hall of Fame needed a bigger platform to further their goals.”

In South Bend, he said, the Hall of Fame had been garnering 60,000 to 70,000 visitors per year—far less than the expected 200,000. Atlanta, he added, being a tourist center in the middle of a football state, can probably offer 500,000.

No money changed hands in the deal, Stephenson said. “It wasn’t a money thing,” he said. “It was more about what the people on this committee that were trying to bring the College Football Hall of Fame here could offer them, and could show them the potential of what could happen here.”

Once negotiations on issues such as governance were complete with Dallas-based NFF, Stephenson said the parties operated more like partners than adversaries. 

Stephenson said he’ll continue to work with his client and the NFF’s counsel-- Holme, Roberts  & Owen in Colorado Springs, Colo-- on the terms of a definitive agreement to govern the relationship going forward.

Plans for the Hall, which in the letter of intent contemplates a 30-year deal with Atlanta, include building a 50,000 square foot facility likely to cost $50 million.

Stephenson said the Hall is considering several parcels of land around Centennial Olympic Park, but added that because it is so early in the process, it’s unclear how the building will be financed and who the construction and financing lawyers might be.

About $11 million in corporate sponsorships—including $5 million from the Chick-fil-A Bowl, $5 million from Chick-fil-A and $1 million from the Atlanta Development Authority—already have been committed. Troutman Sanders handled the documentation, to the extent there was any, on those commitments, Stephenson said.

Stephenson represented the Bowl pro bono, as he generally does on other matters. The Bowl is a non-profit organization which has given more than $1 million to charity in each of the past two years.

Also, he said, as an Atlanta native and Double Dawg, with bachelor’s and law degrees from the University of Georgia, he was simply happy to do the work. “I was bred to be a Bulldog,” he said. “That’s why I like to do this. I’m an Atlanta guy. I’m a football fan. And I was raised on Chick-fil-A sandwiches.”

Troutman Sanders is representing Taylor Bean & Whitaker Mortgage Corp. in the bank’s attempt to reclaim assets frozen by its primary bank, Colonial BancGroup. Colonial, which is the subject of several governmental investigations, filed for Chapter 11 reorganization in August and is in receivership.

Ocala, Fla.-based Taylor, Bean itself petitioned for reorganization in U.S. Bankruptcy Court for the Middle District of Florida on Aug. 24, and had a variety of troubles prior to that. In early August, the Federal Housing Administration suspended Taylor Bean’s authority to issue FHA-insured loans; then Ginnie Mae and Freddie Mac suspended the bank as an issuer of mortgage-backed securities and mortgage sales and service, transferring their servicing from Taylor Bean to other providers. As a result, the company, which was once the largest non-depository-owned mortgage lender in the United States, laid off 2,000 of its 2,400 employees. 

“The company believes that these events are related to various investigations surrounding the failure of Colonial Bank, which for years was Taylor Bean’s primary bank,” the company said in a press release. “[A]pproximately 100 Taylor Bean bank accounts were frozen by Colonial Bank. This action created myriad problems in processing borrower payments and making payments on their behalf—such as homeowner’s insurance premiums and real estate taxes.”

Tampa, Fla.-based Stichter, Reidel, Blain & Prosser is Taylor Bean’s primary Chapter 11 counsel, but Troutman Sanders has been approved as special counsel, serving, according to its application to employ, as “general outside counsel,” which includes working to unfreeze the bank’s custodial accounts, now locked in the Alabama-based Colonial’s Federal Deposit Insurance Corp. receivership.

Troutman, according to the application, has represented Taylor Bean since 2007 as litigation counsel, with representation expanding in June to include responding to allegations of default, government investigations and regulatory actions, among other things.

Partners expected to be involved in the engagement, along with their practice areas and hourly rates, include: David J. Dantzler, governmental regulatory actions, investigations and litigation ($535); Jeffrey W. Kelley, bankruptcy and litigation ($600); Ezra H. Cohen, bankruptcy ($640); Brian Lavine, governmental investigations ($575); and David W. Ghegan, corporate governance and bank regulation ($475).

When AGL Capital Corp. wanted to raise some cash, the Atlanta-based financing arm of gas distributor AGL Resources Inc. tapped Kilpatrick Stockton as its counsel for the second time in two years.

In the most recent deal, a $300 million offering of 10-year senior unsecured notes, Kilpatrick partner David M. Eaton captained the transaction, assisted by securities partners W. Benjamin Barkley and David A. Stockton, tax partner Lynn E. Fowler, and associates Adwoa M. Awotwi, Megan K. Callahan and Jessica L. Nash.

AGL’s internal counsel, William A. Palmer III, was the principal in-house attorney on the deal.

“If you look at investment grade corporate bonds, that has been the one bright spot in the market in the U.S. this year,” Eaton said, pointing out that publications such as the Wall Street Journal have reported this as a seller’s market for investment-grade corporate bonds. “What that means is the spread to treasuries—the cost of borrowing money—has gone down for issuers. So really AGL Resources did very well on their cost

of issuing the corporate bonds.”

The coupon rate on the bonds was 5.25 percent, although some were sold at an original issue discount, Eaton said. The last time his firm helped AGL with an issuance, in December 2007, he added, the rate was higher, at 6.375 percent.

Barkley said the deal moved quickly, taking just three weeks from start to finish.

“It was a take-down off of an already filed shelf registration statement,” he said. “These sorts of registered notes offerings happen pretty quickly, and the companies view this window as an attractive time to raise capital in the markets. Plus, the markets are being pretty receptive to these offerings at this time.”

According to information from AGL Resources, the company plans to use the net proceeds of the sale to repay a portion of its short-term debt.

The offering was underwritten by Goldman Sachs & Co., SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC, operating as joint book-running managers. Troutman Sanders’ partners Marlon F. Starr and Patrick W. Macken represented the underwriters, with associates Erica B. Jackson and Brad R. Resweber.

This was an unusual deal in only two respects, Eaton said. First, the deal went through with virtually no hassles or hiccups, he said. Second, he added, the deal closed in August—a month that used to be bereft of deals because lawyers, investment bankers, underwriters and other professionals all were on vacation.

“Because of the volatility of the last few years,” Eaton said, the attitude on deal-making has changed to this: “Just do a deal when you can.”

You know how you like to gather a group of buddies in front of the flat-screen TV with some good beer and a plate of nachos to watch the game?

Well, the team of attorneys who helped structure the deal to bring four new minority investors into Arthur Blank’s Atlanta Falcons franchise was kind of like that—minus the TV, beer and nachos and plus a whole lot of paper and phone calls.

That’s because many of the lawyers on the deal used to practice together at King & Spalding. Michael J. Egan III, who represented Blank, still works there. Lead counsel for the four investors, Tyler B. Dempsey, spent nine years at K&S before joining Troutman Sanders in 2008. William B. Shearer III, the general counsel of United Distributors, a company headed by one of the new minority investors, was at King & Spalding until about a year ago.

As Egan put it, when he was with opposing counsel on this deal, “You’d often find yourself sitting around talking about things you’d be discussing if you were watching the game with a friend.”

Dempsey said that these negotiations, like most, had moments of conflict. But, he added, “Probably because a lot of the reason these [minority investors] are doing it is for fun, it wasn’t as heated as some of these are.”

In general, Egan said, negotiations involved discussions of when minority investors may or must liquidate their interests; what participation rights and perks minority investors receive; some tax issues related to investing in a limited liability corporation, which is the Falcons’ business structure; and the National Football League’s investor approval process.

“The NFL is very, very strict about who they will have as an owner, even a small owner of one of their teams,” Egan said. “There’s a detailed questionnaire that has to be filled out and submitted to the league, to the financial committee [on which Blank serves]. … They approve not just the people, but they review all the documents and they have to be satisfied with the structure of the deal.”

Egan said that Blank, a co-founder of Home Depot, retains “better than 90 percent control” of the Falcons. The team already had two minority owners—John P. Imlay Jr. and John A. Williams—prior to this transaction. The new minority owners are all local business leaders.

They are: Ronald E. Canakaris, chairman and chief investment officer of Montag & Caldwell, an investment management services company based here; Douglas J. Hertz, president and CEO of United Distributors, a beverage distributor based in Smyrna; Ed Mendel, co-founder of investment-related firms Ned Davis Research Group and Davis, Mendel & Regenstein Inc.; and Derek V. Smith, the former chairman and CEO of ChoicePoint Inc.

Neither Egan nor Dempsey would reveal the value of the transaction. Forbes valued the Falcons franchise at $872 million in September 2008; Blank paid $545 million for the Falcons in 2002.

Forbes, Egan said, has valued NFL teams for years. “If you go back 15 years … the average NFL team has appreciated almost 14 percent per year, and that’s a pretty good investment for something where you get to have a lot of fun, too. All four of these [minority investors] are pretty savvy businessmen. They wouldn’t invest just for fun.”

Dempsey pointed out that a large proportion of sports revenue is derived from media sales. In this era of TiVo, an NFL game is one of the few things people watch live, which makes it a very attractive advertising vehicle. “So there are all these business reasons it is a solid investment,” Dempsey said of why the minority investors were interested in the deal. “And it’s fun—they’re all Falcons supporters and fans.”

Egan said that Blank wanted to bring in more minority investors because he was “looking for some liquidity to fund his foundation further during his lifetime. So that’s really the primary motivation behind this.”

The Arthur M. Blank Family Foundation is a charitable group focused on helping Georgia families and enhancing community life.

In addition to Egan, King & Spalding associate Chirag P. Shah also worked the deal on behalf of Blank, as did tax lawyers Peter J. Genz and Svetoslav S. Minkov.

Dempsey’s team at Troutman included tax partner Robert A. Friedman in the firm’s New York office and associate Brian A. Teras on corporate matters.

“It was interesting,” said Dempsey. “At the end of the day, the documents looked pretty much the same [as for any other deal], but for some reason it’s a lot more fun when the Falcons are involved.”

A story in last week’s Wall Street Journal was the talk of Atlanta’s commercial real estate community. The article points out that four trophy office towers nearing completion in Buckhead are, to put it lightly, struggling to find tenants.

Three buildings—3630 Peachtree, Two Alliance Center and Phipps Tower—are zero percent leased. Another, Terminus 200 [photo, right], is 9 percent leased.

These highly attractive properties are coming on line at a time when the market is flooded with vacant space. The metro Atlanta office market reported 300,000 square feet of net occupancy losses in 2008, according to a recent report by Jones Lang LaSalle. Developers will deliver another 3.2 million square feet of Class A office space to the Buckhead and Midtown markets over the next 18 months.

Deal Watch blog decided to track down the names of the attorneys who advised the developers and lenders on the four towers named in the Wall Street Journal piece.

We’ve already identified the law firms for two of the office towers in previous blog posts or in the print edition of the Daily Report. Arnall Golden Gregory partner Scott Fisher is counsel to Crescent Resources LLC, co-developer of Phipps Tower. Goulston & Storrs is counsel to the other development partner, Manulife Financial. The lead lender, Regions Bank, is taking advice from Hartman, Simons, Spielman & Wood partner Charlie Brake.

The 3630 Peachtree building, which includes the Ritz-Carlton Residences condo development, involved multiple developers, including Duke Realty, Pope & Land Enterprises, Novare Group and Post Properties. Among the lawyers working on that building are King & Spalding partners Clay Howell and Dan Heller, Atlanta solo practitioner Thomas Burch, Alston & Bird partners Gigi Bugg and Glenn Thomson and Seyfarth Shaw partner Carl Westmoreland.

So, who’s working on the other two?

Troutman Sanders partner Leslie Secrest is counsel to Cousins Properties Inc. on the Terminus 200 building, according to legal documents. Secrest did not return calls and emails seeking comment. Firm spokesman Mark Braykovich declined to comment.

Tishman Speyer Properties, developer of Two Alliance Center, is leaning on Atlanta-based in-house counsel Robert Stubbs and on Schulte Roth & Zabel partner Andrew Dady in New York, according to documents. Neither Stubbs nor Dady could be reached for comment.

Troutman Sanders is one of four law firms advising Canadian newsprint manufacturer AbitibiBowater Inc. on its Chapter 11 bankruptcy filing.

AbitibiBowater filed for bankruptcy on Thursday after its lenders rejected the Montreal company’s proposal to restructure its $8.78 billion in debt. AbitibiBowater is the largest North American maker of newsprint.

Lawyers from Paul, Weiss, Rifkind, Wharton & Rice in New York, from the Delaware firm Young, Conaway, Stargatt & Taylor and from the Canadian firm Stikeman Elliott are also co-debtor counsel to AbitibiBowater.

No attorney from Troutman Sanders had filed an appearance with the U.S. Bankruptcy Court for the District of Delaware of Thursday afternoon. Troutman Sanders spokesman Mark Braykovich declined to comment.

Some unexpected obstacles got in the way, but after a year-long regulatory review, Troutman Sanders partner Terry C. Bridges was able to help close a deal on behalf of a New Mexico utility company.

Bridges’ client, PNM Resources Inc., on Jan. 30 closed on the $640 million sale of its natural gas operations in New Mexico to Continental Energy Systems LLC. Continental is owned by funds controlled by New York private equity firm Lindsay Goldberg LLC. Following its purchase of PNM Resources’ natural gas assets, Continental renamed the business New Mexico Gas Co.

When the deal was first announced in January 2008, the companies expected the deal to close in December, pending approval by the New Mexico Public Regulatory Commission. While the actual closing was only slightly delayed, the closing process presented some unforeseen challenges, according to Bridges.

For one, there were interested parties that didn’t like elements of the deal. The U.S. National Nuclear Security Administration (NNSA) filed a motion with the New Mexico PRC to block the deal, saying they objected to PNM Resources’ plan to retain all of the financial gain from the sale of the assets. The NNSA wanted PNM Resources to share the financial gain with the utility’s ratepayers.

However, the New Mexico PRC ultimately ruled against the NNSA and allowed PNM Resources to book the entire gain, Bridges said. As part of that agreement, Continental agreed to freeze base rates for three years.

Later, a New Mexico municipality filed an objection to the sale. The city wanted a right-of-first-refusal to purchase a gas pipeline that runs through its city limits, if the gas line was ever again put up for sale. But once again, the New Mexico PRC ruled in favor of PNM Resources, Bridges said.

The global credit crunch also didn’t stop the deal from happening, even though the buyer is controlled by a private equity fund, Lindsay Goldberg. Among the banks that participated in financing Continental’s purchase is Royal Bank of Canada, Bridges said.

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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.

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.

North Carolina bank BB&T Corp. has been very active on the deals front in the past year, acquiring a number of smaller banks, insurance-finance providers, insurance brokers and insurance agencies. For two of these recent deals, BB&T retained attorneys from Troutman Sanders to provide advice on various legal matters.

In a deal that closed in December, BB&T acquired Burlington, N.C. agency TAPCO Underwriters Inc. The acquisition was made by BB&T’s wholesale insurance subsidiary, CRC Insurance Services Inc. BB&T described CRC Insurance as the largest wholesale property and casualty insurance broker in the nation.

Troutman partner Andrea Farley handled mergers and acquisitions issues for BB&T on the TAPCO acquisition. Partner Marty Wilson and associate William Still advised on insurance regulatory matters. Partner Mitch Portnoy and associate Lori Jones reviewed antitrust law. They worked with BB&T Insurance Services general counsel Tammy Stringer in Charlotte, N.C. All Troutman attorneys are in Atlanta except Portnoy, who is based in New York.

The second deal, which closed Monday, concerned BB&T subsidiary AFCO Credit Corp. AFCO Credit acquired Cananwill Premium Funding Inc. of Glenview, Ill., from insurance brokerage Aon Corp. Both AFCO Credit and Cananwill provide insurance premium financing for the commercial property and casualty insurance industry.

Joining Farley on M&A issues for the Cananwill deal were associates Nick Farrell and Juliet Sy. Portnoy and Jones again advised on antitrust matters.

Troutman has performed work for BB&T in the past and did not respond to a request-for-proposals to obtain these two assignments, according to Farley [photo, below].

Troutman was not BB&T’s legal counsel on two other recent acquisitions – the purchase of the deposits of Haven Trust Bank of Duluth, Ga., and of J. Rolfe Davis Insurance Agency Inc. of Maitland, Fla. Haven Trust was closed by the Georgia Department of Banking and Finance in December, and placed into receivership with the Federal Deposit Insurance Corporation.

Troutman did advise BB&T on its purchase last year of UnionBanc Insurance Services from UnionBanCal Corp.

BB&T, Winston-Salem, N.C., was one of the first banks to participate in the U.S. Treasury’s Troubled Asset Relief Program (TARP) program, obtaining $3.13 billion in November. BB&T did not disclose terms for either the TAPCO or the Cananwill deals. It’s not known whether BB&T used TARP funds to make the acquisitions, Farley said.

Alston & Bird and Troutman Sanders were on opposite sides of the deal table on the recent sale of a Cobb County office building, according to attorneys at the law firms.

Earlier this month, Cousins Properties Inc. sold a 188,000-square-foot building on Windy Hill Road to Genuine Parts Co. for $12.5 million.

The building was erected in 1984 and is located in Wildwood Office Park, situated in a heavily wooded area along the Chattahoochee River.

Troutman partner John Griffin advised Cousins on the deal, he said. Alston associate Catherine Morgen said she was primary outside counsel to Genuine Parts, along with partner Jay Farris. They worked with Genuine Parts General Counsel Scott C. Smith.

Genuine Parts will occupy some of the building, but it won’t use it as its primary corporate headquarters, Griffin said. Genuine Parts’ headquarters building is located in the nearby Circle 75 Parkway complex. Genuine Parts is the largest member of the National Automotive Parts Association, the namesake of the NAPA Auto Parts retail chain.

With the sale of the property, Cousins has now ended its affiliation with the Wildwood Office Park. Since 2004, Cousins has sold the buildings it owned in the development to multiple buyers, including CB Richard Ellis Group Inc., said Cousins spokesman Matt Gove. Cousins sold its last remaining properties in the development this year.  Additionally, Cousins in March 2007 moved its corporate headquarters out of Wildwood Office Park to the 191 Peachtree tower in downtown Atlanta.