Rogers & Hardin, Skadden advise HD Supply on settlement

Posted on February 10, 2009 11:43 by Andy Peters

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

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.Dan Laney

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.Deborah Brown

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.


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InBev wants to remove Billy Payne from Anheuser-Busch board

Posted on June 27, 2008 09:42 by Andy Peters

If InBev NV has its way in taking over Anheuser-Busch Cos., former Atlanta Olympics chief Billy Payne will be out of a job.

But at least Payne will remain chairman of The Masters golf tournament.

InBev on June 11 made an unsolicited offer to acquire Anheuser-Busch, of which Payne is a director, for $46.3 billion. The Belgian-Brazilian company is the world’s second-largest brewer. Adding Bud Light to its rotating tap list would make it the biggest.

But Anheuser-Busch on Thursday rejected InBev’s offer, according to Bloomberg News. InBev, which had expected Anheuser-Busch to say no, earlier Thursday took the first step in an attempt to remove all 13 members of the Anheuser-Busch board.

InBev filed a complaint in Delaware Chancery Court seeking an opinion on whether it can remove all Anheuser-Busch directors without cause by written consent of its stockholders. InBev cites an Apr. 26, 2006, amendment to the Anheuser-Busch charter, which says that the company’s shareholders are allowed to remove Anheuser-Busch directors without cause. The case is InBev v. Anheuser-Busch., No. CA3857.

Young Conaway Stargatt & Taylor and Sullivan & Cromwell are advising InBev on the issue. Skadden, Arps, Slate, Meagher & Flom is Anheuser-Busch’s counsel.

In addition to his duties at the golf course in Augusta, Payne is also vice chairman of investment bank Gleacher Partners and is a director of Cousins Properties and Lincoln National Corp.


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Jones Day counsel to Georgia Gulf in debt-payments dispute

Posted on June 17, 2008 11:32 by Andy Peters

Georgia Gulf Corp. has sued a New York hedge fund in the Delaware Court of Chancery, asking the court to rule that Georgia Gulf isn’t in default on $100 million in corporate debt.Georgia Gulf

Georgia Gulf said in court filings it could be forced to file for bankruptcy protection unless the judge rules in its favor. Georgia Gulf filed the suit on June 8 against Sandelman Partners LP of New York, which claimed Georgia Gulf is in default on the payments. Chancery Court Judge Stephen P. Lamb set a trial date of July 21.

Jones Day partners John E. Zamer and Michael J. McConnell and associates Lillian N. Caudle and Walter W. Davis in Atlanta are advising Georgia Gulf. The company is also taking counsel from Potter Anderson & Corroon of Wilmington, Del. Georgia Gulf’s general counsel is Joel Beerman.

Richards Layton & Finger and Bracewell & Giuliani are counsel to Sandelman. Powell Goldstein partner Gregory Worthy in Atlanta is advising U.S. Bank, the trustee for Georgia Gulf’s corporate debt.

Georgia Gulf, of Atlanta, manufactures polyvinyl-chloride products used in the construction, housing and pharmaceutical industries.


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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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