VW taps Balch's Leath for counsel on Chattanooga site selection

Posted on December 23, 2008 10:41 by Andy Peters

During its efforts to secure economic incentives for its $1 billion manufacturing plant near Chattanooga, Volkswagen AG steered legal questions to Balch & Bingham partner Alex Leath.VW van

Now the question becomes, what law firm will the German auto giant pick as its regular outside counsel for future matters in the U.S.? Balch is a contender for the prize assignment, Leath said. Chattanooga-based Miller & Martin is also bidding on the VW job, according to attorneys familiar with the law firm's plans.

Additionally, lawyers are also scrambling to represent other local governments in Tennessee, Georgia and Alabama that wish to lure suppliers that want to locate near VW’s first U.S.-based manufacturing plant, Leath said.

Leath, who is based in Birmingham, Ala., is not a newcomer to this type of legal work. Leath’s resume includes a stint advising the state of Alabama on negotiating incentives with Mercedes-Benz for a plant in Vance, Ala.; and another project advising Toyota on its plans for an assembly facility in Mississippi. His clients have also included Boeing, Northrop Grumman and General Motors.Alex Leath

“Probably no lawyer in the Southeast has benefited from the re-industrialization of the South more than the one you’re talking to,” said Leath [photo, right].

In addition to the winning site in southeastern Tennessee, VW also looked at sites in Alabama and Michigan. Leath advised VW on the site-selection process and has continued advising VW on implementing its economic-incentive package and on negotiating details on construction agreements.

Among the incentives is a payment-in-lieu-of-taxes agreement, in which Volkswagen has agreed to pay 29.23 percent of its Hamilton County, Tenn. property taxes between 2010 and 2039, according to the Chattanooga Times Free Press. After that, VW will pay 100 percent of its property tax bill.

VW’s plant will be located at the 1,300-acre Enterprise South industrial park east of Chattanooga. The 1.9 million-square-foot plant will build mid-sized sedans for the North American market, is expected to employ about 2,000 people, and is projected to begin operations in 2011, according to the Times Free Press.

Leath led a team of about 45 lawyers from Balch in a slew of practice areas, including environmental, real estate, labor and employment, corporate, tax, utilities, and railroad and trucking regulations. The Balch lawyers were spread out among the firm’s offices in Birmingham and Montgomery, Ala., and in Jackson, Miss.

Other attorneys who were involved in the economic-benefits package offered to VW, according to Leath, include: Miller & Martin partner Evan Allison in Chattanooga, who advised Hamilton County on real estate issues; Hamilton County Attorney Rheubin Taylor; Tennessee Department of Economic & Community Development General Counsel Stephanie Tisdale; and Chattanooga City Attorney Randy Nelson.


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Private equity fund Stone Point sells ZC Sterling to Australian firm

Posted on December 4, 2008 17:36 by Andy Peters

A private equity fund that is the majority-owner of an Atlanta mortgage-services provider turned to Debevoise & Plimpton for counsel on an agreement to sell the Atlanta company to an Australian firm.ZC Sterling

QBE Insurance Group Ltd. agreed to acquire ZC Sterling Corp. for $575 million. The acquisition was announced at the same time that QBE said it was also buying two U.S. underwriting agencies and one in Europe, according to Bloomberg News.

ZC Sterling is owned Stone Point Capital LLC. Atlanta-based ZC Sterling provides outsourced services to the mortgage industry, such as managing lender-placed hazard insurance programs. QBE, of Sydney, Australia, sells general insurance and reinsurance in more than three dozen countries.

Debevoise partner Robert Quaintance was lead adviser to Stone Point Capital, according to the law firm. Edwards Angell Palmer & Dodge advised QBE.

Stone Point Capital, of Greenwich, Conn., invests in financial services and insurance companies. Other companies in Stone Point Capital’s portfolio include Atlantic Capital Bank of Atlanta, and personal lines insurance agency Lane McVicker LLC, which has an office in Alpharetta.


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CIT Group turns to Smith Gambrell on Mexicana aircraft lease

Posted on December 4, 2008 10:32 by Andy Peters

The U.S. airline industry has been rocked by high fuel prices and decreased demand from business and pleasure travelers who are cutting back on spending during the recession.Mexicana 3

Just this week, Delta Air Lines Inc. announced it would cut seating capacity by as much as 8 percent next year.

The airline industry’s woes, however, haven’t completely iced the market for the acquisition and leasing of new aircraft. Smith, Gambrell & Russell partner Don Mitchell last month advised a subsidiary of CIT Group Inc. on leasing two new aircraft to Compañía Mexicana de Aviación SA de CV, better known as the airline Mexicana.

Mexicana will lease from CIT Aerospace two Airbus A330-200s for 10 years each. Financial terms of the leases weren’t disclosed. The new planes will enable Mexicana to launch a new daily flight to Madrid from its hub airport in Mexico City, Mitchell said.

The two Airbus aircraft had originally been ordered by British carrier XL Airways. But that airline went bust in September, freeing up the two Airbus planes for another airline to lease. There was “significant interest” from other airlines in addition to Mexicana in leasing the planes, Mitchell said.

“The market is not robust, but there are opportunities,” Mitchell said.

While many U.S. airlines are shrinking their fleets, international airlines continue to take new deliveries, Mitchell said. Middle East airlines, such as Emirates Airline, are especially active in taking new deliveries, he said.

CIT Aerospace is leasing the planes to Mexicana through operating leases, an increasingly popular method of aircraft finance, Mitchell said. Before the market crash this fall, most airlines acquired planes aircraft through debt financing. But with financing now more difficult to obtain, operating leases are gaining in popularity, although primarily outside the U.S., Mitchell said.


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King & Spalding works on $45 mln transatlantic technology deal

Posted on November 26, 2008 12:21 by Andy Peters
LXE

EMS Technologies Inc., a Norcross, Ga. wireless broadband communications firm, was counseled by King & Spalding partner Mark Thompson in London on a $46 million acquisition of a British company.

In the all-cash deal agreement, EMS will acquire Satamatics Global Ltd. of Tewkesbury, United Kingdom. The companies expect to close the deal early next year, pending approval from the U.S. Federal Communications Commission and other conditions.

Thompson was lead partner for King & Spalding. Other Atlanta-based attorneys involved included partners Eleanor Banister, Ray Baltz, Suzanne Feese and Holmes Hawkins. Steptoe & Johnson partner Alfred Mamlet in Washington advised Satamatics.

Satamatics makes satellite data communications terminals for mobile asset tracking and monitoring. EMS is involved in several business segments, such as providing voice, e-mail, video conferencing and Internet capabilities on aircraft. EMS also makes LXE-brand handheld and vehicle-mounted computers used in logistics management; and it makes microwave-based communications equipment for defense contractors.


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Danish companies side with Hunton for U.S. expansion plans

Posted on September 26, 2008 11:01 by Andy Peters

Hunton & Williams partner Robert Lockwood says his law firm has developed a symbiotic relationship with Denmark’s trade commission.Denmark

Danish companies looking to break into the U.S. market rely on Lockwood and his Hunton colleagues for legal advice on setting up shop in America. Hunton relies on its partnership with the Trade Commission of Denmark for a stream of new clients.

Consider the case of Mosbaek A/S, a Danish manufacturer of regulators used to control the flow of water in wastewater treatment plants. After handling some of Mosbaek’s legal work with the U.S. Patent and Trademark Office, Hunton is now taking on new work for Mosbaek, which wants to expand its sales in the U.S. Lockwood and partner Eric Hanson are exploring whether it makes more sense for Mosbaek to go it alone in its American strategy, or whether the company should form a strategic partnership or a formal joint venture with a U.S. company.

Mosbaek first set up shop in America through the Danish trade council’s Accelerator program, which provides Danish companies with pre-established office space and a contact sheet for U.S.-based business advisers. Hunton is one of those advisers and the firm is frequently called upon by the trade office to provide a bevy of legal services to these Danish entrepreneurs, ranging from intellectual property to software licensing agreements to employment to privacy law.

“These are established Danish companies that already had a product or service in place,” Lockwood said. “They’re not looking for funding. They’re looking to penetrate the U.S. market.”

Other companies with whom Hunton developed a relationship through the Danish trade office include Celenia Software A/S, which develops applications for Microsoft software; shoemaker Euro-Dan Sko A/S; and Get Inside A/S, which makes software that creates three-dimensional visuals of real estate properties.

The Trade Commission of Denmark is an agency attached to Denmark’s Ministry of Foreign Affairs. The commission is based in Atlanta.


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Troutman Sanders advising Bank of China in Lehman bankruptcy

Posted on September 16, 2008 17:49 by Andy Peters

TroutHollace Cohenman Sanders is involved in what numerous media outlets have called the largest bankruptcy in U.S. history, the reorganization of Lehman Brothers Holdings Inc.

Troutman partner Hollace Topol Cohen in New York is representing the Bank of China—New York Branch, a Lehman Brothers creditor, according to a filing today in the U.S. Bankruptcy Court for the Southern District of New York. Cohen has worked on some big bankruptcy cases, including representing a committee of noteholders in the Chapter 11 case of Enron Corp.

As of Tuesday afternoon, no other law firms that are headquartered in Atlanta had filed an appearance in the Lehman Brothers bankruptcy.

Weil, Gotshal & Manges partner Harvey Miller is lead bankruptcy counsel to Lehman Brothers.


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Alston connects Swedish healthcare company with Datascope

Posted on September 16, 2008 16:00 by Andy Peters

The sky might be falling on Wall Street, but deals keep happening.

A Swedish maker of healthcare products leaned on Alston & Bird for legal advice on its most recent deal, according to the law firm.flag of Sverige Getinge AB, of Getinge, Sweden, announced today that it had agreed to acquire Datascope Corp. for $865 million in cash. Getinge will finance the offer using a credit line from Skandinaviska Enskilda Banken AB of Stockholm. The deal requires approval from regulators and Datascope shareholders.

Datascope, based in Montvale, N.J., makes products used in the areas of cardiac assist and vascular surgery. Getinge makes a wide range of products used in the healthcare industry, including disinfecting equipment and hospital beds.

Alston partners Steve Pottle and Mark Ray in Atlanta were counsel to Getinge, along with associate Perry Smith. Getinge is a regular client for Pottle and Ray. The two lawyers advised the Swedish company last year when it acquired assets similar to Datascope’s: Getinge purchased the cardiac surgery and vascular surgery businesses of Boston Scientific for $750 million.

Dechert was corporate counsel to Datascope on the Getinge agreement.

Two Wall Street investment banks that have been in the headlines in recent days were advisers on the deal. Merrill Lynch, soon to be a subsidiary of Bank of America, provided investment advice to Getinge. Lehman Brothers, which filed for bankruptcy protection this week, advised Datascope.


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New Chinese law shouldn't stop Coca-Cola deal, lawyers say

Posted on September 4, 2008 16:23 by Andy Peters

Coca-Cola Co.’s multibillion-dollar pact to acquire China Huiyuan Juice Group Ltd. may hold significance beyond its potential for expanding Coke’s reach in the world’s biggest nation. Chinese Coke billboard

It could also be the first-ever acquisition of a Chinese company by a foreign entity to be reviewed pursuant to China’s anti-monopoly law that went into effect in August 2008, according to Paul, Hastings, Janofsky & Walker corporate partner Maurice Hoo in Hong Kong.

The novelty of the deal notwithstanding, Hoo and Morris, Manning & Martin partner Tim Xia in Atlanta both said they expect Coca-Cola to receive approval for the deal from Chinese antitrust regulators.

Coca-Cola announced on Wednesday that it would pay $2.4 billion to buy the maker of Huiyuan brand juice. Two sources offered differing opinions on the extent to which the would expand Coca-Cola’s market share. Bloomberg News said, citing Euromonitor, said Coca-Cola’s share of the Chinese fruit and vegetable juice market from about 10 percent to about 20 percent. But Merrill Lynch research analyst Christine Lee said Coca-Cola’s share of the Chinese juice market would grow from 28 percent to 37 percent.

No matter the size of Coca-Cola’s market share, officials with the Ministry of Commerce of the People’s Republic of China want to level the playing field between Chinese and foreign companies in the M&A market, Hoo said.

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Skadden advises Coca-Cola Co. on $2.4 billion China deal

Posted on September 3, 2008 11:35 by Andy Peters

This just in: Coca-Cola Co. tapped Skadden, Arps, Slate, Meagher & Flom for corporate work on its $2.4 billion cash offer for China Huiyuan Juice Group Ltd., according to The Deal.

Coke sign, Wilson, Kansas The assignment continues a trend of Coca-Cola picking Skadden for corporate and securities work. Most recently, Skadden advised Coke on the $1.75 billion sale of 10-year corporate bonds in November. Skadden also advised Coke last year on its $4.1 billion acquisition of the VitaminWater brand.

Coca-Cola has a long relationship with Atlanta neighbor King & Spalding, starting work for the beverage giant in the 1930s. King & Spalding represented Coca-Cola when it formed bottling company Coca-Cola Enterprises. King & Spalding wasn’t immediately available for comment on Coke’s law firm choice on the China Huiyuan deal.

Skadden lawyers Martha McGarry in New York, Greg Miao in Beijing, and Nick Norris in Hong Kong are working on the deal. Freshfields Bruckhaus Deringer is advising Huiyuan.


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Japanese drugmaker snags Sciele Pharma in billion-dollar deal

Posted on September 2, 2008 15:31 by Andy Peters

In a market where multibillion-dollar deals have become somewhat rare, Paul, Hastings, Janofsky & Walker partner Tinley Anderson in Atlanta spent the past three months working on such a deal. Sciele Pharma Inc. tapped Anderson for legal counsel on its acquisition agreement with a Japanese drugmaker.

Shionogi & Co. annouAllegranced today that it agreed to acquire Sciele for $1.42 billion. The price includes a cash tender offer totaling $1.1 billion and $325 million to redeem a bond convertible into shares of Sciele.

Sciele, of Atlanta, markets drugs made by third parties, including the Allegra antihistamine drug and women’s health products such as Prenate-brand prenatal vitamins. Shionogi, headquartered in Osaka, makes the Crestor cholesterol drug and owns the Japanese marketing rights to OxyContin and Claritin.

Shionogi was interested in Sciele because Shionogi has only a minor presence in the U.S., and Sciele does most of its business here, Anderson said.

“One of the best ways to break into a new market is to purchase someone with a tried and true sales force,” Anderson said.

More than 80 percent of Sciele’s employees are sales representatives, according to a regulatory filing. Sciele’s three largest customers are national drug wholesale companies—AmerisourceBergen Corp., Cardinal Health Inc. and McKesson Corp.

Sciele has its own research department and submits products for U.S. Food and Drug Administration approval. But Sciele primarily is involved in the acquisition of licenses of other companies’ products. Paul Hastings has negotiated all of these licensing and marketing agreements on behalf of Sciele, Anderson said. These include pacts with many of the big players in the global pharmaceutical industry, such as AstraZeneca, Bayer Healthcare, Pfizer and Wyeth.Crestor

Sciele is able to handle most of the intellectual property legal work on these licensing, marketing and distribution agreements in-house, because Sciele General Counsel Leslie B. Zacks is an IP lawyer, Anderson said. Anderson and Zacks are both former partners at Hunton & Williams’ Atlanta office.

Paul Hastings has also done corporate and securities work for Sciele since 2003, including a $325 million convertible debt offering, and Sciele’s $110 million acquisition of Alliant Pharmaceuticals Inc. in June 2007.

Paul Hastings partner Elizabeth Noe advised Sciele on securities matters in the Shionogi transaction, and associates Michael Greene and Clare Arguedas worked with Anderson. Davis Polk & Wardwell advised Shionogi.

The transaction does not require approval from the U.S. Food and Drug Administration, Anderson said.


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Andy PetersThe 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 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 andy.peters@incisivemedia.com.

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