King & Spalding lawyers are helping Columbus, Ga.-based credit-card processor Total System Services Inc., or TSYS, charge up its bottom line in a $150.5 million joint venture with First National Bank of Omaha.

TSYS is buying 51 percent of First National Bank of Omaha’s merchant acquiring business, which, according to an 8-K filed with the Securities and Exchange Commission, the bank is expected to contribute via a series of structuring transactions to a newly formed Delaware limited liability company of First National Merchant Solutions.

King & Spalding Atlanta corporate partner John J. Kelley III, along with a team of attorneys from various offices, handled the deal. Kelley, through a spokesman, declined to comment. Other Atlanta lawyers on the deal include tax partner Donald P. Hensel, employment and benefits partner Susan Canter Reisner and intellectual property partner Scott W. Petty. First National Bank of Omaha, through a spokesman, declined to name its legal counsel.

The Omaha bank will retain a 49 percent ownership share and will contribute its acquisition business—which means it signs up merchants, providing them with point-of-sale equipment and processing their transactions—to TSYS’s existing third-party processing arm.

The deal, expected to close in April, also includes what amounts to a non-compete agreement. According to the 8-K, both parties have agreed, subject to some exceptions, not to acquire the equivalent of a financial interest in merchant customer contracts via U.S.-based businesses other than through the new Financial National Merchant Solutions entity.

In the 8-K, TSYS reported 2009 total revenue of $1.68 billion; the Omaha bank, which is a subsidiary of First National of Nebraska, reported that its merchant-processing division had $74 billion in sales last year, with net revenue of $93 million.

Smith, Gambrell & Russell lawyers are working on a military housing joint venture slated to be valued at $14 million when it is completed.

Partner Malcolm D. “Mac” Young and associates Jonathan M. Gallant and Eugene D. Bryant represented Atlanta-based Place Properties in a joint venture to capitalize Place's military housing division, Place Base Housing. Gallant said that Place's partner in the joint venture, which has requested anonymity, provided all the funding for the projects.

“We have acquired, built and are operating a number of projects, and are on schedule to develop More...

It’s not every day that Nelson Mullins Riley & Scarborough partner Jeffrey A. Allred gets to rub elbows with the likes of celebrity physician Mehmet Oz and the queen of talk herself, Oprah Winfrey.

But on a recent trip to Chicago, he did just that in the service of a complicated deal that brings together a variety of high-profile medical, media and technology entities to form Sharecare Inc., the latest brainchild of WebMD founder Jeff Arnold.

The idea behind Sharecare, a Web site slated to launch in 2010, is to provide a platform connecting consumers who have health-related questions with answers and information provided by well-known medical centers such as Johns Hopkins Medicine; health and wellness authors including Dr. Dean Ornish; celebrity doctors such as Oz; local physicians and even other healthcare consumers in a social media-type format.                     

Sharecare also will link users by offering online prompts to help consumers ask more detailed medical questions, direct them to Web sites run by Sharecare content providers and even allow them to buy individual chapters from healthcare-related books.

These sorts of information connections seem especially fitting given the web of business connections that link Sharecare’s six co-founders—not to mention its lawyers at Nelson Mullins.

The company’s founders are Discovery Communications, Harpo Productions, Sony Pictures Television, HSW International, Oz and Arnold.

Allred said he has known Arnold, a University of Georgia-educated entrepreneur who sold WebMD in 1999 for a reported $2.5 billion, for more than a dozen years. The two met when Allred was with Premiere Global Services Inc., an Atlanta communications technology company where he served as president and chief operating officer.

“We met Jeff Arnold when he was starting Web MD, and we were fortunate enough at Premiere to invest in that company as a strategic partner and that investment did quite well,” Allred said.

Years later, Arnold asked Allred to handle Sharecare’s legal work. “We were charged with executing, really, the vision that Jeff Arnold and his team brought to the table, which was to combine these very important media players … and also to help paper the relationship between Sharecare and various knowledge and content partners,” Allred said.

The connections between many of those people and entities come from Arnold, who, after selling WebMD, went on to acquire How Stuff Works, a Web site that explains difficult concepts in simple terms. How Stuff Works was an affiliate of Sharecare co-founder HSW International. Arnold in 2007 sold How Stuff Works to Sharecare co-founder Discovery Communications.

Through Discovery, said Allred, Arnold met Oz, who has appeared on The Oprah Show a number of times—leading to the connection with Sharecare co-founder Harpo Productions, which produces both The Oprah Winfrey Show and The Dr. Oz Show.

Oz’s show is co-produced by another Sharecare co-founder, Sony Pictures Television; Oz, along with Dr. Michael Roizen, co-authored the bestselling book "YOU: The Owner’s Manual." Roizen is a Sharecare content provider, as is the book’s publisher,  HarperCollins. Oz and Roizen work, respectively, with New York Presbyterian Hospital and the Cleveland Clinic, both of which will provide Sharecare content.

“The brilliance is in getting all these companies to come together,” said Rusty Pickering, a Nelson Mullins partner who handled corporate governance and other aspects of the deal. “Jeff [Arnold] spent a lot of time getting these people together.”

Sharecare’s lawyers at Nelson Mullins spent their time, in addition to handling licensing, tax and other issues, getting the co-founding companies together.

One of those transactions involved representing Sharecare in its purchase of DailyStrength from Sharecare co-founder HSW International. DailyStrength.org is a social network designed to connect people dealing with health issues such as depression, cancer and alcoholism to one another.

According to HSW’s most recent 8-K, filed with the Securities and Exchange Commission earlier this month, HSW got about a 20 percent equity stake in Sharecare valued at $1.25 million and is providing Web design and development services in exchange for the DailyStrength assets and a technology license agreement. Sharecare also agreed to assume DailyStrength’s liabilities, including a potential earn-out payment of up to $3.525 million.

Allred said the terms of the other deals linking Sharecare’s co-founders have not been disclosed.

Sharecare’s other lawyers at Nelson Mullins include Atlanta partners Donna K. Lewis, Brian S. Galison and Paul J. Cox, as well as associate Hemant Dutta.

Harpo was represented by in-house counsel and lawyers from Much Shelist Denenberg Ament & Rubenstein in Chicago; HSW was represented by in-house lawyers and Wyrick Robbins Yates & Ponton in Raleigh, N.C.; Sony and Discovery were represented by their respective in-house counsel and Oz was represented by Grubman Indusky & Shire in New York.

Allred said he went with Arnold to meet Oz in his greenroom just before the physician made an appearance on The Oprah Show. He described Oz as “very charismatic, very intelligent, very intense and very energetic.”

He also—briefly—met Oprah herself, as well as Discovery CEO David Zaslav and Discovery’s digital communications head Bruce Campbell. “There were a lot of, you’d call them famous folks that were involved in this,” he said, then added, laughing, “Certainly, we’re not among them.”

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.”

Lawyers from Morris, Manning & Martin’s real estate group advised a real-estate venture on its sale of an upscale golf-and-equestrian residential development in western North Carolina.

Ginn-LA Laurel Creek Ltd. LLLP sold the 6,200-acre property, called Laurelmor, last month to a subsidiary of Linger Longer Communities LLC for undisclosed terms. The Linger Longer subsidiary, Reynolds Signature Communities, intends to continue Ginn-LA Laurel Creek’s plans to continue the development of Laurelmor, according to a news release. The development’s re-launch is scheduled for the second half of this year.

Laurelmor is located 10 miles from Blowing Rock, N.C., and 12 miles from Boone, N.C., home of Appalachian State University.

Ginn-LA Laurel Creek is jointly owned by Ginn Development Co. of Celebration, Fla. and Lubert-Adler Partners LP of Atlanta, according to the Wilkes Journal-Patriot of North Wilkesboro, N.C., citing county property tax records.

Ginn sold the Laurelmor property as part of a restructuring agreement with lender Credit Suisse, the Winston-Salem Journal reported. The land transfer to Linger Longer was valued at $32 million, the newspaper said.

Morris Manning real estate partners Jeanna Brannon and Darla McKenzie and tax partner Cass Brewer advised Ginn-LA Laurel Creek on the sale, according to the law firm. Also, Morris Manning co-founding partner John G. “Sonny” Morris is listed as counsel to Ginn-LA Laurel Creek on Georgia Secretary of State records.

King & Spalding partner Clay Howell advised Linger Longer.

Linger Longer developed Reynolds Plantation on Lake Oconee south of Athens, Ga. Ginn’s development portfolio includes properties in Florida, South Carolina, Vermont and the Bahamas.

Smith, Gambrell & Russell advised longtime client Place Properties LP on its participation in the development of two new apartment complexes for college students in Ohio and Texas.

The Place/BV Student Housing Fund LLC developed two properties, one near the University of Texas at San Antonio and the second near Wright State University in Fairborn, Ohio. Both properties are expected to open in about a year. The Place/BV Student Housing is a joint venture between Place Properties and Blue Vista Capital Management of Chicago.

Partner Mac Young and associate Jon Gallant were lead counsel on both developments, Young said. They worked with Place Properties Senior Counsel Jennifer Hill. Young and Gallant also advised Atlanta-based Place Properties on the formation of The Place/BV Student Housing joint venture.

Morris, Manning & Martin partner Sandy Smith along with three colleagues advised Caraustar Industries Inc. on the sale of its 50 percent stake in Premier Boxboard LLC to Temple-Inland Inc., Smith said.

Caraustar sold the asset for $62 million and said it will use the proceeds to pay off debt. Caraustar formed the Premier Boxboard joint venture with Temple-Inland in 1999 to manufacture gypsum wallboard facing paper, a product used in the construction industry. Caraustar contributed $50 million to the joint venture at its founding. Premier Boxboard operates a gypsum mill in Newport, Indiana.

Caraustar’s sale of its interest in Premier Boxboard comes as part of the Austell-based company’s attempt to whittle down its assets to pay down debt. Caraustar in recent years has already sold its interest in another joint venture with Temple-Inland, called Standard Gypsum, as well as a corrugated box plant, a coated recycled paperboard mill and other assets. In July, Caraustar closed a paperboard mill in Chattanooga, Tenn.

Morris Manning’s Smith worked with Wilma E. Beaty, general counsel of Caraustar, on the Premier Boxboard deal. Morris Manning partner Bernard Coleman and associates Travis Townsend and Natasha Bell also worked on the transaction. Temple-Inland, of Austin, Texas, leaned on in-house counsel.

Nelson Mullins Riley & Scarborough partner William Gaines and associate Keri Chayavadhanangkur were counsel to Global Payments Inc. on negotiating a 5-year, $200 million credit agreement with JPMorgan Chase Bank, Wells Fargo Bank, Bank of America and Regions Bank.

Global Payments, of Atlanta, said it will use the loan proceeds “to pay for a portion of the $439 million purchase price for its 51% ownership in the recently announced limited liability partnership with HSBC Bank,” according to a regulatory filing. Global Payments announced on June 30 that it formed a joint venture with HSBC Bank PLC to provide payment card processing services in the United Kingdom. Global Payments paid HSBC $439 million in cash to acquire a 51 percent ownership in the joint venture. As part of the deal, Global Payments and HSBC also formed a 10-year marketing alliance. King & Spalding partner Mark Thompson in London advised Global Payments on the HSBC joint venture. Global Payments’ general counsel is Suellyn P. Tornay.

Here is an update on a joint venture I wrote about earlier this month for the Daily Report. …

The ink was barely dry on this deal when the lawsuits started flying.

King & Spalding client Sprint Nextel Corp. announced on May 7 that it had formed a $14.5 billion joint venture with Clearwire Corp. to combine their wireless broadband businesses. More than two dozen King & Spalding lawyers in Atlanta and New York worked on the deal, led by Atlanta partner Michael J. Egan III. [Daily Report story, May 8, 2008].

The same day, Sprint Nextel also filed a complaint for declaratory judgement in the Delaware Court of Chancery seeking a ruling that the Clearwire joint venture did not violate any of its existing agreements with iPCS Inc., an Illinois-based wireless affiliate of Sprint. Five days later, iPCS sued Sprint Nextel in Cook County, Ill. Circuit Court, seeking a permanent injunction against Sprint Nextel to block its formation of the joint venture.

IPCS argues in the Cook County case that it signed agreements in 1999 giving it exclusive rights to market Sprint products in its territory. The Sprint-Clearwire joint venture, which will deploy a nationwide mobile WiMAX network, violates iPCS’s 1999 exclusivity agreements with Sprint, iPCS said.

Sprint Nextel argued in the Delaware case that it “has the right to operate wireless networks outside the 1.9 GHz spectrum range in” iPCS’s service area. The Sprint Nextel-Clearwire WiMAX joint venture will operate on the 2.5 GHz spectrum range, according to the complaint. To support its position, Sprint Nextel cited a 2006 Delaware Chancery Court ruling, Horizon Personal Communications v. Sprint Corp., C.A. No. 1518-N.

Four Atlanta-based King & Spalding lawyers are working as of counsel to Sprint Nextel on the Delaware litigation: partner Daniel J. King [see photo, right], senior attorney Amy Yervanian, and associates Michael J. Cates and Shelby S. Guilbert Jr. Morris, Nichols, Arsht & Tunnell in Wilmington, Del. is lead counsel to Sprint Nextel on that matter. Mayer Brown partners John M. Touhy and Michael K. Forde in Chicago are is representing iPCS. Touhy and Forde have advised iPCS on previous claims by iPCS that Sprint Nextel has breached management agreements with the company.

OK, deal lawyers, here is your chance to weigh in. Knowing that the WiMAX joint venture would likely be litigated by iPCS, would you have advised Sprint Nextel to go ahead pursue this deal with Clearwire anyway? Click on the "Add a Comment" link below and fire away.