Richard H. “Rick” Miller of Bryan Cave-Powell Goldstein came to his office one day in October to find his schedule completely blank.

Then the phone rang, and for the next month he was busy helping a health care real estate investment trust with an $860 million, three-part securities purchase agreement to acquire more than 140 long-term care facilities.

His client, Omega Healthcare Investors Inc. of Hunt Valley, Md., will purchase the net lease portfolio of CapitalSource Inc., a commercial lender based in Chevy Chase, Md. Omega is slated to pay for the deal with $280 million in cash, $51 million in Omega stock and the assumption or payoff of $529 million in debt.

Miller, whose firm has represented Omega for about two decades, said the deal happened because his client managed its balance sheet conservatively through the recent economic slump and has very little debt, which includes a $200 million revolving line of credit with only $9 million outstanding.

The deal, he said, moved very quickly—so quickly that its genesis caught him off guard. Miller said that on Oct. 14, he closed the case file on governance-related work for the estate of Martin Luther King Jr. prompted by the fight between the civil rights leader's children.

On Oct. 16, he said, “My phone rings. It's Taylor Pickett, CEO of Omega.” Pickett, he said, told him, “'I'm thinking of doing a deal. Do you have time for me?'

“We just launched headlong into this thing,” Miller said. Within 10 days, they'd gotten board approval of a letter of intent for the CapitalSource asset acquisition and were beginning a due diligence review of hundreds of thousands of pages of documents.

Miller said his multi-disciplinary team, which included Eliot W. Robinson, Frank A. Crisafi, Robert C. Lewinson, Joan R. Sasine and Matthew P. D'Amico, handled negotiations, environmental issues and document drafting—including some 90 pages of a single-spaced securities purchase agreement that Miller characterized as “one of those agreements that when you have to revise it, you couldn't revise it in less than six hours.”

CapitalSource was represented by its in-house counsel and outside lawyers at Hogan & Hartson.

The parties announced a final agreement Nov. 17, and Miller said one of the factors helping speed the transaction was that both sides wanted to “keep to the middle of the fairway” and not push the other too much in negotiations.

“That may be a new trend,” he said.

The deal essentially involves Omega buying the stock of the CapitalSource subsidiaries, which are leased to companies that operate them. Michigan lawyer Mark E. Derwent of Doran Derwent in Grand Rapids handled all the leasing work, and Wells Fargo Securities served as adviser to CapitalSource.

Miller said the transaction will involve three closings.

The first, a core portfolio of 40 unencumbered assets, is set to close in late December; the second, which includes 40 assets subject to U.S. Department of Housing and Urban Development regulations and indebtedness, is expected to close in April, once required HUD approvals have been secured. The third part of the deal gives Omega the option to close on an additional 63 facilities any time up until Dec. 31, 2011.

The advantage of the option, Miller said, is that Omega has two years to find the best way to finance that part of the deal. “It's completely reversed the competitive pressure,” he said, explaining that Omega now can get investment bankers to bid for its business instead of scrambling to find financing with a contingency provision hanging over their heads.

Because Omega likely will tap into the capital markets and register shares to complete the three parts of the deal, Miller said his firm's work will be ongoing.

Noting that he billed 110 hours on this deal in a 168-hour week, Miller said, “Thank goodness we got it done before Thanksgiving.”

Continuing a trend among airlines and real estate investment trusts that began last fall, Omega Healthcare Investors, Inc., has just completed plans to raise up to $100 million over the next two years via an at-the-market stock offering.

At-the-market or ATM offerings, also known as continuous offerings, controlled equity or equity shelf programs, allow a company, via a specific type of registration with the Securities and Exchange Commission, to make incremental stock offerings rather than launching a single large sale of shares.

The SEC filings allow the company to have necessary paperwork “on the shelf,” so to speak, which, if consistently updated, may be used repeatedly for each new incremental filing.

The primary advantages of this method, according to Eliot Robinson, the Bryan Cave Powell Goldstein partner who represented Omega, a Hunt Valley, Md.-based long-term care REIT, is that ATMs allow the company to make offerings when market conditions are most favorable. Also, unlike a single large offering, ATMs don’t flood the market and are less likely to push down share value.

“These deals have become a lot more prevalent since last fall, particularly in certain industries, and these include REITS,” said Robinson, who worked on the deal with Bryan Cave associates Terry Childers and Jody Arogeti. “It’s also been common with airlines—you saw this with Delta last winter.”

Omega entered into separate equity distribution agreements with three banks: UBS Securities LLC, Deutsche Bank Securities Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Inc., each as sales agents or principals. The banks are represented by Skadden Arps Slate Meagher & Flom partner David J. Goldschmidt.

Robinson said his client has good relationships with all three banks. “The banks follow the trading and generally have a good idea when there are institutions that are looking to accumulate a block [of shares], and this provides an opportunity for the company to place the block directly with a buyer,” he said. “It … may be harder for the buyer to accumulate these shares in bits and pieces, and from the buyer’s perspective, these trades don’t move the market up.”

Robinson said that Omega, which, as of the close of the first quarter of 2009 owned or held mortgages on 255 skilled nursing and assisted living facilities in 28 states, planned to use the net proceeds of the sales for working capital and general corporate purposes.

When four of Georgia’s leading health care and research centers wanted to join forces to establish a medical device creation and marketing consortium, lawyer Phillip H. Street was there to help them give birth to their brainchild.

The result is the Global Center for Medical Innovation, which unites Georgia Tech, St. Joseph’s Translational Research Institute, Piedmont Healthcare and the Georgia Research Alliance via contracts and operational guidelines that Street, a partner with Kilpatrick Stockton, drafted and is still developing.

“The goal of the entity is to leverage the research done both locally and nationally,” said Street. “It will work as a conduit to help … [get] research to viable commercial outlets. The legal framework … deals with intellectual property issues, commercial licensing, corporate issues, tax issues.

“There’s a lot of legal work yet to be done.”

That’s not surprising given the Global Center’s focus on getting medical devices to market.

Wayne Hodges, the acting vice provost of Georgia Tech’s Enterprise Innovation Institute and one of the primary people behind the founding of the Global Center, said a central motivation for launching it was to move intellectual property out of the university setting and into an arena that allowed for more aggressive development, specifically of medical devices related to cardiology, orthopedics and pediatrics.

“Look at the hospitals—some of the leading clinicians in the country and the world are here in Atlanta. But some of these organizations did not have intellectual property development, so we sat down and started talking about that,” Hodges said. “How could we better support this? How could we speed up the process of commercializing these devices?”

His conclusion: “Infrastructure is important” in order to attract the attention of large companies and large investments.

According to Dr. Jay Yadav, chairman of the Piedmont Innovation Center and founder of medical device company CardioMEMS, the infrastructure that the Global Center proposes is rare, and doesn’t exist even in biotech epicenters such as Minneapolis and the San Francisco Bay area.

The new group, he said, will offer a prototyping center and an animal research facility.

“Right now, what happens is if you have a new device, you have to go all over the country to make parts of it,” he said. For animal research, he added, companies usually need to travel to the West Coast or North Carolina. “You can do it all here, now. It’s just very streamlined.”

The Global Center is financed by $400,000 in seed money—$100,000 from each of the four founding institutions. Yadav said millions more will be needed and acknowledged that this could be a challenge in the current economic environment.

Still, he added, the market is there. “The potential is very large. The medical device industry in the United States is almost a $100 billion industry.”

As for Street’s role in the ongoing development of the Global Center, Yadav jokingly adds, “It should generate plenty of legal work.”

A merger between two pharmaceutical companies may be just what the doctor ordered in this ailing economy.

W. Tinley Anderson III, a partner at Paul, Hastings, Janofsky & Walker, is advising Sciele Pharma Inc. in its pending $150 million acquisition of Victory Pharma Inc. He said the deal is expected to close in June, pending Hart-Scott-Rodino Antitrust Improvement Act approval by the Federal Trade Commission.

Sciele will pay cash at closing for Victory. Anderson said Sciele is financing the deal itself, out of funds from operations.

“The interesting thing is that it expands Sciele’s product portfolio to now include pain management as one of its therapeutic areas. It’s a fairly well-known product [Victory] provides called Naprelan,” Anderson said, explaining that Sciele’s focus up to now has been on prescription medications for cardiovascular disease, pediatrics and women’s health. “Sciele certainly has a substantial sales force, much more substantial than the existing sales force at Victory, so it has the distribution channel to maximize the product’s market potential.”

Sciele is an Atlanta-based company that was acquired in October by the publicly traded Shionogi & Co. Ltd., based in Osaka, Japan, in a $1.4 billion deal, Anderson said. Victory Pharma is a San Diego-based private company.

Anderson’s team at Paul Hastings also included associates Michael J. Greene and Clare Y. Arguedas. Sciele’s general counsel, Leslie B. Zacks, also worked on the deal.

Victory was represented by a team of lawyers from Pillsbury Winthrop Shaw Pittman, led by partner Christian A. Salaman.

The past month or so has been active for deals in the pharmaceutical industry. On May 21, Johnson & Johnson announced a definitive agreement to acquire Cougar Biotechnology for $1 billion. Last month Pfizer and GlaxoSmithKline announced an agreement to form a company specializing in the development and commercialization of HIV medicines.

“Pharmaceutical companies are feeling the pinch of this economy,” Anderson said, “But people still get sick. People still need medicines. So the pharmaceutical industry is probably one of the few industries that have weathered the recession OK. Their M&A activity stands out.”

A tornado struck Americus in southwest Georgia on Mar. 7, 2007, killing two people, snapping in half a Georgia Public Television antenna tower and leveling cars and buildings.

Also among the wreckage was Sumter Regional Hospital, whose primary building was destroyed. Since then, the hospital has been operating out of modular buildings, offering urgent care and basic outpatient services.

The Americus and Sumter County Hospital Authority has also made plans to rebuild the hospital. That included hiring a Chicago investment bank to find a financial partner to either acquire the hospital or provide some other source of financing.

In October the Americus hospital authority reached a series of agreements, with the operator of Albany’s largest hospital, Phoebe Putney Health System Inc., to rebuild the hospital. Albany is located about 35 miles south of Americus.

Among the various deals reached, Phoebe Putney signed a 40-year lease and transfer agreement, under which it will manage Sumter Regional Hospital. Phoebe Putney also agreed to spend at least $25 million of its own money to rebuild the hospital.

Smith Moore Leatherwood partners Barry Herrin and Toby Watt in Atlanta are co-lead counsel to Sumter Regional Hospital and the hospital authority. Robert Baudino and Ken Hodges of the Baudino Law Group are advising Phoebe Putney; Baudino is based in Des Moines, Iowa, and Hodges is based in Atlanta. Hodges, by the way, is also running for the office of attorney general of Georgia. He is a former Dougherty County district attorney.

Also involved with the transaction are Phoebe Putney general counsel Tommy Chambless and Judge Michael Fennessy, counsel for the Americus and Sumter County Hospital Authority.

The total cost of rebuilding Sumter Regional Hospital has been estimated at about $125 million, Watt said. Phoebe Putney’s funds will be combined with insurance proceeds and future reimbursements from the Federal Emergency Management Agency.

The parties expect the deal to close on July 1, pending approval from the Georgia Department of Law, pursuant to the Georgia Hospital Acquisition Act. Russ Willard, a spokesman for the department, said the department has not hired outside private attorneys to review the agreement. Staff attorney Shereen Walls is handling the review for the attorney general's office.

One reason the Americus hospital authority selected Phoebe Putney’s offer, which was one among several the authority received, was because of the Albany hospital’s financial strength, Watt said. Because FEMA won’t reimburse Phoebe Putney and Sumter Regional Hospital for rebuilding costs until after the money has been spent, the selected financial partner needed to have the financial capacity to withstand an extended period of time when the hospital would be waiting for FEMA reimbursement.

It’s not a multibillion-dollar merger, but it’s a sign that perhaps the economy isn’t totally kaput.

The sign is that credit is being extended to borrowers. In this case, the credit is a $25 million loan from General Electric Co.’s GE Capital lending unit.

The healthcare financial services division of GE Capital extended the credit facility this month to Regency Healthcare Group, a hospice provider based in the Nashville suburb of Brentwood, Tenn. Regency is a portfolio company of Atlanta private equity firm EDG Partners LLC. GE Capital said Regency will use the credit facility to refinance existing debt and to grow the company. Regency operates 17 hospices in the southeastern U.S.

Kilpatrick Stockton partners Raj Natarajan, Naho Kobayashi and Art Gambill and associate Angela Ramson advised GE Capital. Paul, Hastings, Janofsky & Walker associates Shannon Baxter [photo, left] and Behrouz Kianian advised Regency and EDG Partners. No Paul Hastings partners were involved in the transaction, Baxter said.

Lawyers from King & Spalding’s Dubai office advised the private equity arm of the National Commercial Bank of Saudi Arabia on an Egyptian pharmaceutical deal.

Partner Benjamin Newland and associate Taman Barhoush were counsel to Eastgate Capital Group on its $40 million investment in Sigma Pharmaceutical Industries. Sigma, the 10^th-largest pharmaceutical company in Egypt, is a maker of generic drugs. The companies said Eastgate’s investment will allow Sigma to expand into Saudi Arabia, Algeria and the Republic of Sudan.

Arab Legal Consultants of Cairo [photo, right] advised Sigma, according to the news service Al Bawaba.

K&S opened its Dubai office in January 2007. Newland moved there from Atlanta when the Dubai office opened.

For the third time in three years, lawyers at Spell Pless Davis Saurol worked up the sale of Rockdale Medical Center of Conyers to a private company—and on Jan. 30, a deal finally closed, as it was taken over by LifePoint Hospitals Inc. of Brentwood, Tenn.

The deal probably took its toll on the copy machines and printers at nine-lawyer Spell Pless because of the Georgia Hospital Acquisition Act. The 1997 law requires the state attorney general to approve all sales of nonprofit hospitals to private entities after making sure the new owner has committed to, among other things, provide care to disadvantaged patients.

For the two aborted deals and the one that went through, Spell Pless lawyers engaged in the document-intensive AG review process, said Spell Pless partner Larry Pless.

“These AG applications are voluminous,” Pless said. “When you leave the office, you need multiple dollies to carry out all the binders.”

Rockdale Medical Center's first proposed buyer, Signature Hospital Corp. of Houston, was selected in an auction held in the spring of 2007. But Signature had difficulty solidifying its financing and had to restructure its $87 million offer. Later, Signature's financing collapsed completely and the company was forced to withdraw.

The Hospital Authority of Rockdale County, which administered Rockdale Medical Center, went back to the drawing board. The authority's investment bank, Houlihan Lokey Howard & Zukin Inc., held a new auction. The bank and authority decided to go with a company that had submitted a bid during the first auction. This deal was a winner.

In the deal, LifePoint acquired the 138-bed hospital Rockdale Medical Center for $80 million in cash. LifePoint owns 47 U.S. hospitals, located primarily in rural and ex-urban areas. Rockdale Medical Center is the company's first hospital in Georgia.

Getting regulatory approval from the AG's office required months of work for the attorneys and bankers involved, not to mention the volunteer members of the hospital authority's board of directors, Pless said.

Assistant attorney general Shereen Walls led the review of the LifePoint offer and assistant attorney general Ray Lerer led the review of the Signature offer. Only 18 proposed sales of nonprofit hospitals to private companies have been reviewed by the attorney general.

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Smith, Gambrell & Russell was outside legal counsel to a Japanese manufacturer of electronic medical equipment on its acquisition of a Florida company.

Nihon Kohden Corp. of Tokyo last month closed on its acquisition of Neurotronics Inc. of Gainesville, Fla. for undisclosed terms.

Smith Gambrell partner Thomas Hong [photo, right] led the work on the transaction, according to the law firm. Partner Jonathan Minnen and associates Jessica Clay [photo, right], Jeffrey Bekiares and Chris Yarbrough worked with Hong.

Nihon Kohden makes patient monitors, electroencephalographs, defibrillators and other equipment. Neurotronics is focused on software and equipment used to monitor sleep apnea syndrome.

An Israeli company last month acquired a reflux-monitoring business from pacemaker manufacturer Medtronic Inc. for $20 million.

Smith, Gambrell & Russell partner Jay Schwartz [photo, left] was lead corporate counsel to Given Imaging Ltd. on the transaction, according to the law firm. Jonathan Minnen is Smith Gambrell’s relationship partner for the Given Imaging account. Minnen leads the firm’s Israel practice group.

Given Imaging, headquartered in Yokneam, Israel, acquired Medtronic’s Bravo-brand pH monitoring business for the diagnosis of gastroesophageal reflux disease. Bravo is a wireless, catheter-free pH test that uses a “disposable capsule temporarily placed in the esophagus that measures pH levels and transmits the data to an external receiver,” according to a news release.

Bravo also “minimizes throat and nasal discomfort associated with conventional catheter-based pH systems and eliminates social embarrassment that accompanies traditional pH testing with no visible indication that a pH test is taking place.”

Other Smith Gambrell attorneys who were involved with the deal include partners Larry Colton on intellectual property; partners Bruce Crabtree III and Eric Mandus and counsel Michelle Edwards on corporate; David Santi on tax; and associates Jeffrey Bekiares, Emily Cacioppo, Julie Sebastian and Chris Yarbrough.