The latest move in CitiGroup’s series of divestments involves selling part of its Duluth, Ga.-based Primerica Inc. life insurance business to private equity firm Warburg Pincus & Co., with a little help from its lawyers at Rogers & Hardin.

Partners Steven E. Fox and Alan C. Leet represent CitiGroup and its affiliates, along with attorneys from Skadden, Arps, Slate, Meagher & Flom. Lawyers from Wachtell, Lipton, Rosen & Katz represent Warburg Pincus, and the underwriters are represented by a team from Cleary Gottlieb Steen & Hamilton.

Fox declined to comment because the companies are still in the midst of the registration process.

According to an amended registration statement filed March 2, as part of a reorganization, Primerica will issue shares of common stock and warrants to purchase more to a CitiGroup subsidiary, along with a $300 million note at an annual 5.5 percent interest rate due in 2015.

Warburg will receive an unspecified number of shares and warrants in a concurrent private sale at a 5 percent discount off current book value. The aggregate purchase price of the common stock and warrants can be as high as $230 million, with an option—available for seven years—to purchase additional shares at list price for up to $100 million, according to the SEC filing.

The deal will give Warburg board seats and a significant—though unspecified—share of the company, with no more than 35 percent of the voting power after the initial public offering. CitiGroup will retain the proceeds of the IPO and sale to Warburg.

Prior to the offering’s completion, the amended registration statement says, Primerica also will ink three reinsurance transactions with CitiGroup, ceding to the larger company the bulk of its life insurance policies in force at the end of 2009, along with about $4 billion in assets to support the liabilities that the CitiGroup reinsurers are assuming.

One motivator for the deal, according to the amended registration statement, is to reduce CitiGroup’s insurance exposure. CitiGroup already has segregated or sold off other non-core businesses such as its Smith Barney retail brokerage in an attempt to rebuild its finances in the wake of the economic downturn and a $45 billion loan from the U.S. government.

Latex products developer Vystar Corp. of Gwinnett County tapped longtime counsel Greenberg Traurig partner Gerald Baxter for work on its plans to issue stock to a venture capital company.

Universal Capital Management Inc., a publicly traded venture capital company based in Wilmington, Del., is an investor in Vystar, according to regulatory documents. UCM also provides management services, strategic planning, investment banking consultation and other services to Vystar. As payment for those services, Vystar intends to issue 600,000 shares of common stock to UCM.

The transaction is described in Vystar’s prospectus as an initial public offering. Baxter declined to comment, citing the Securities and Exchange Commission’s “quiet period” rules for companies in the midst of preparing for an IPO.

Vystar, based in Duluth, owns the rights to a technology used to make natural rubber latex products. The technology, which is branded under the name Vytex, reduces “antigenic protein in natural rubber latex products made with Vytex to virtually undetectable levels,” according to the company’s prospectus. “Allergic reactions to untreated latex are a significant detriment affecting numerous individuals globally,” the company said.

In April, Vystar signed a contract with a Malaysian company to commercially manufacture its products.

Ballard Spahr Andrews & Ingersoll partner Kean DeCarlo in Atlanta and Dergosits & Noah partner Michael Dergosits in San Francisco are listed in U.S. Patent & Trademark Office records as intellectual property counsel to Vystar.

Alston & Bird partner Rosemarie Thurston [photo, right] is advising a broker-dealer that’s managing the initial public offering of a newly formed business development company.

Thurston’s client, FS² Capital Partners LLC of Orlando, Fla., is the broker-dealer for FS Investment Corp. FS Investment Corp. was established earlier this year, under the terms of the Investment Company Act of 1940, as a business development company. A BDC is a fund that provides individual investors the opportunity to invest in private equity and private debt offerings.

Some BDCs, such as Apollo Investment Corp. and BlackRock Kelso Capital Corp., are publicly traded. However, FS Investments Corp.’s shares will not be publicly traded, the company said. FS Investment Corp.’s offering will be the first “non-listed” public offering by a BDC, according to FS Investment Corp.’s legal counsel, Sutherland partners Steven Boehm and Cynthia Krus in Washington.

FS Investment Corp., based in Philadelphia, said in regulatory filings that it plans to offer equity and debt investments in small and medium-sized, privately owned U.S. companies.

FS² Capital Partners is affiliated with FS Investment Corp. FS Investment Corp. was formerly known as Franklin Square Investment Corp.

Powell Goldstein might want to consider opening an office on the West Coast.

Two PoGo partners – William B. Shearer Jr. and G. William Speer – are counsel to an Arizona company, Global Water Resources Inc., on its plans to hold an initial public offering this year. Shearer has another major client on the West Coast; he’s the outside general counsel for the Los Angeles Angels of Anaheim baseball team.

There is an indirect link between Shearer’s work for Global Water and his work for Angels’ team owner Arturo “Arte” Moreno. Billboard company Outdoor Systems (now known as CBS Outdoor) is a longtime PoGo client. Global Water Chairman William S. Levine is the former chairman of Outdoor Systems. Moreno is the former owner of Outdoor Systems. Moreno, who sold the billboard company to Infinity Broadcasting in 2000, is not involved with Global Water.

Global Water, headquartered in Phoenix, manages water and wastewater utilities in metropolitan Phoenix. Before it can hold its IPO, the company must obtain approval from the Arizona Corporation Commission, according to a regulatory filing. The company plans to raise $50 million through the IPO. Shearer and Speer declined to comment on Global Water’s IPO registration statement, citing the company’s quiet period.