When San Jose, Calif.-based Bell Microproducts Inc., a company that resells storage and computing technology, was purchased by a larger rival for $631 million earlier this month, the smaller company needed debt counseling.

Bell was sold to Phoenix-based Avnet Inc., a Fortune 500 distributor of electronic parts and computer products, for $7 a share, giving the deal an equity value of about $252 million. But Avnet also assumed $379 million of Bell Micro’s debt.

Bell Micro and its board of directors tapped investment bank Raymond James to advise on debt restructuring alternatives, the sale of the company and to issue a fairness opinion on the sale. Raymond James, in turn, tapped two Paul, Hastings, Janofsky & Walker lawyers, partner Walter E. Jospin and senior associate Jared M. Brandman, for legal advice. Jospin declined to comment on the deal.

Avnet was represented by lawyers from Squire Sanders & Dempsey’s Phoenix office; Bell Micro was represented by Jones Day in Palo Alto, Calif., and Dallas.

The deal, which was announced in late March, closed earlier this month.

On a revenue basis, Bell Micro is Avnet’s largest acquisition to date. Bell Micro’s 2009 sales were approximately $3 billion. Avnet had sales of $16.23 billion at the close of its most recently reported fiscal year.

Jospin, along with Philip J. Marzetti, the managing partner of the Atlanta office, and associate Darcy R. White, also helped Carrollton, Ga.-based Southwire Co., with the strategic acquisition of Tappan Wire & Cable, Inc. Tappan, based in Blauvelt, N.Y., focuses its manufacturing on a variety of cables, including those used for sound systems, security systems and data communication. Southwire purchased the company from Ares Capital Corp., a publicly held lender with offices around the country. Moore & Van Allen represented the seller.

Terms of the deal were not disclosed, and Jospin declined to comment.

Paul Hastings also represented Southwire about a year ago, in its strategic acquisition of Phoenix-based Maxis, LLC, a company which makes tools and equipment used to install and manage electrical wire and cable products.

With the help of its in-house attorneys and a team of British lawyers, IntercontinentalExchange, or ICE, an Atlanta-based operator of global derivatives exchanges, has purchased Climate Exchange plc for $597 million, making a major investment in the nascent market for trading greenhouse gas emissions.

ICE’s vice president and associate general counsel, Andrew Surdykowski, said the biggest challenge from his perspective was learning the laws of the Isle of Man, a self-governing British dependency where Climate Exchange, which runs trading markets for carbon and sulfur dioxide, among other things, is incorporated. “It was the first transaction we’d done in a long time in the United Kingdom,” Surdykowski said. He said ICE also was represented by the London office of Shearman & Sterling; Climate Exchange was represented by the London office of Slaughter and May.

Climate Exchange shareholders received cash for their shares, with ICE paying $377 million from its own cash reserves and borrowing $220 million from existing credit facilities.

Surdykowski, who worked on the deal with ICE’s senior vice president and general counsel, Johnathan Short, and David Clifton, assistant general counsel for mergers and acquisitions, said his company had a long history with Climate Exchange, previously acquiring a 5 percent stake in the company and using ICE technology to run their exchanges. “We’ve partnered with them for many years,” he said.

All that helped the deal move quickly. Legal work on the deal, Surdykowski said, began in May and concluded in early July.

Climate Exchange runs three core businesses: the European Climate Exchange, which operates a trading market for carbon credits traded as part of the mandatory European Union Emission Trading Scheme, or EU-ETS; the Chicago Climate Exchange, North America’s only contractually binding, rules-based greenhouse gas emissions allowance trading system; and the Chicago Climate Futures Exchange, which  provides a contract market for regulated environmental products that include Regional Greenhouse Gas Initiative CO2 allowances and U.S. emissions such as sulfur dioxide and nitrogen oxide.

The United States created a regulated cap-and-trade program for sulfur dioxide and other acid-rain-causing emissions more than a decade ago, giving utilities a limited number of emissions allowances. Plants traded one allowance for each ton of sulfur dioxide they emitted; if they cut emissions, they could sell their extra allowances.

Just days after the acquisition, however, the U.S. Environmental Protection Agency issued new rules that basically caused the bottom to drop out of the trading market for sulfur dioxide and other acid-rain-causing emissions. The rules were issued in response to a 2008 ruling by the U.S. Court of Appeals for the District of Columbia Circuit, which said that some EPA rules conflicted with Clean Air Act regulations.

The EPA rewrote its rules, placing stricter limits on power plant emissions, but relying less on trading. The Wall Street Journal reported that one-ton allowances that had traded at $1,600 prior to the lawsuit fell, at times, to $3 each.

“The regulatory and legislative environment in the U.S. is dynamic right now,” said Kelly Loeffler, a spokeswoman for ICE.

“We acquired Climate Exchange based on their European emissions business, where the emissions cap-and-trade program is mandated under the European Union Emission Trading Scheme,” she said. “They have a pretty robust business already.”

In 2009, according to information from ICE, the European Climate Exchange’s average daily volume exceeded 20,000 contracts, up 82 percent from a year prior.

Point Carbon, a Thomson Reuters company that tracks worldwide emissions markets, reported that in 2009, the global carbon market was worth roughly $121.2 billion, with the EU-ETS worth about $94.1 billion, accounting for 68 percent of global trades.

Two King & Spalding-Atlanta partners, Donald S. Kohla and L. Wayne Pressgrove Jr., handled tax aspects of the $540 million sale of a natural gas storage facility in Louisiana.

King & Spalding represented Houston-based Haddington Ventures,  which has agreed to sell the Port Barre, La., assets and development project called Bobcat Gas Storage to Houston’s Spectra Energy Corp. Bobcat was developed by Port Barre Investments, which is owned by members of management, Haddington Energy Partners III, a private equity fund managed by Haddington Ventures, and GE Energy Financial Services, the energy investing unit of GE.

The Bobcat project began development in 2006, and entered commercial operation in late 2008. The facility has two underground salt caverns providing storage for about 19 billion cubic feet of gas. According to information on Bobcat’s website, natural gas is taken from pipelines, compressed and injected into the salt caverns, a type of storage facility which has been used nationwide for about 40 years. Gas is withdrawn by free-flow from the cavern back to the pipeline, without the need for compression.

Lead deal counsel was Houston partner John P. Crespo, in association with Houston partner Kenneth S. Culotta.  Lawyers from the firm’s Washington office also worked on the transaction.

The deal is expected to close by year-end, pending regulatory approvals.

After months of work, Michael E. Hollingsworth II and a team of lawyers at Nelson Mullins Riley & Scarborough have closed a deal helping AkzoNobel acquire the worldwide powder coatings division of Dow Advanced Materials.

AkzoNobel is a Dutch company that produces paints, powder coatings and specialty chemicals. Dow Chemical Co., the parent of Dow Advanced Materials, is a global company based in Midland, Mich., and was represented by its in-house counsel. Dow basically flipped the powder coatings business it acquired in 2009 as part of its $15.3 billion purchase of Philadelphia-based Rohm & Haas Co., a diverse company that produces ingredients for exterior acrylic paints, among other things.

The deal, which was announced in November, closed June 1. According to information from AkzoNobel, the powder coatings business it acquired employs about 700 people at facilities in the United States, Europe and China and has global sales of several hundred million dollars.

The purchase price was not disclosed, but Hollingsworth called this an upper-middle-market deal. He said his firm worked with De Brauw Blackstone Westbroek, a law firm based in the Netherlands, which handled competition review in the European Union.

"The most challenging thing was that the worldwide assets were in over 20 jurisdictions, I think, and so we had to figure out how to transfer these assets under the laws of the various jurisdictions in addition to having the U.S.-controlled master purchase agreement, so that part of it was pretty complex," he said.

The Nelson Mullins deal team included partners Keri Chayavadhanangkur and J. Brennan Ryan and of counsel Jason R. Wolfersberger.

Powder coatings are basically paint in a powder form, which can be used to decorate and protect everything from washing machines to architectural elements such as the 8,000 tons of steelwork on the National Aquatic Center in Beijing, known as the Water Cube, which was used during the 2008 Olympic Games in China.

The powder is electrically charged as it is sprayed onto the surface to be coated, and then baked in an oven where the particles melt and fuse into a smooth coating. Powder coatings are more environmentally friendly than liquid paints because they contain no solvents, which means reduced risks for fire and waste disposal, and because they contain no VOCs—or volatile organic compounds—which can negatively affect the environment and human health.

King & Spalding partner Jack D. Capers Jr. landed client Eclipsys Corp., the Atlanta-based health care data technology company that last week announced plans for a $1.3 billion merger with Allscripts-Misys Healthcare Solutions Inc., because of a deal he closed a few years ago.

That deal, he said, was the sale of Alpharetta-based medical software provider Per-Se Technologies to health care company McKesson Corp., based in San Francisco, for more than $1 billion.

"Eclipsys is a new client," he said. "The CEO is Phil Pead, who was previously CEO of Per Se Technologies."

Thanks to the connection from that earlier deal, Capers, along with co-lead partner C. William Baxley and a team of 26 other lawyers from the firm's Atlanta, Washington, New York and London offices, began gearing up for the Eclipsys-Allscripts transaction about five months ago.

"We started working on the transaction in February, and it was pretty much full time, full speed ahead … to the announcement date [June 9]," Capers said.

Eclipsys offers software to hospitals and health systems, and Allscripts provides information systems for doctors' offices. The union, which Capers said is likely to close in four to six months, would facilitate patient information-sharing between those entities.

It's an all-stock deal, coming just 18 months after British company Misys bought a majority stake in Chicago-based Allscripts, Capers said.According to information from Bloomberg News, Misys paid $330 million for Allscripts in October 2008, and shares in the U.S. company have more than tripled in value since then.

"The world of electronic medical records has changed substantially in the last 18 months with the passage of health care reform and the stimulus money for hospitals and doctors to upgrade their electronic medical records," Capers said, referring to the approximately $30 billion in federal funding allocated for hospital and physician adoption of electronic health records under the American Recovery and Reinvestment Act. "Misys concluded there was an opportunity to generate significant return on this."

Capers said that the most unique feature of the transaction, in which Eclipsys stockholders will receive 1.2 shares of Allscripts for each share of Eclipsys—a 19 percent premium based on the June 8 closing price, according to the terms of the agreement—is a companion deal connected to the merger.

"Allscripts is currently 55 percent owned by Misys, which is a U.K. public company," he said. "Because of some London Stock Exchange rules, Misys was not going to be able to continue to own a major stake in Allscripts after the merger, so for the merger to go forward, Misys had to arrange to sell a substantial portion of its stake in Allscripts."

The London Stock Exchange, he explained, requires that a listed company control a majority by value of its assets. The merger with Eclipsys would have diluted that control such that Misys would have been in violation of the stock exchange's rules. Misys now plans to reduce its stake in Allscripts to 10 percent via an underwritten secondary offering of at least 36 million shares, and a share buyback. Allscripts will buy back about 24.4 million shares and pay a premium, for a total of $577.4 million, according to information from the companies.

"That added just an enormous layer of complexity to the deal," Capers said.

Before any of that can happen, all three companies must secure shareholder approval for, variously, the offerings and buyback. Capers' team is working on proxy materials now and expects shareholder votes in September or early October.

Also, Allscripts must land debt financing for the buyback. Capers said Allscripts already has some funding commitments. According to the company's merger announcement, it has financing commitments from J.P. Morgan, Barclays Capital and UBS for a total of $720 million in senior secured credit facilities.

"It's a complex transaction," he said. "I think the Eclipsys board feels comfortable that while there are conditions to the transaction, they are reasonable and achievable, and there's a high likelihood the transaction will close."

If it does, the combined company's client base will include more than 180,000 U.S. physicians, 1,500 hospitals and nearly 10,000 nursing homes, hospices, home care and other post-acute organizations.

Sidley Austin and Vedder Price represent Allscripts; Allen & Overy represents Misys.

When Gentiva Health Services Inc. agreed to buy Odyssey Healthcare Inc. for more than $1 billion in one of the larger healthcare deals of the past decade, lawyers from Greenberg Traurig burned the midnight oil for a month to help make it happen.

Gentiva, represented by Gary Snyder, Stacey Gallant and Ron Eisenman, along with about 27 other lawyers in the firm’s Atlanta, Washington and Miami offices, will pay $27 per Odyssey common share in an all-cash transaction to acquire the Dallas-based company.  “Gentiva will be using financing of its existing debt and Odyssey’s existing debt, and the total financing package is approximately $1.1 billion,” Snyder said. “We’ll be handling the financing, too.”

For Atlanta-based Gentiva, the acquisition offers the chance to gain a big chunk of the hospice-care market, which is Odyssey’s focus. Gentiva also provides hospice care, but focuses more on home-health. The combined company is expected to have an average daily patient census of about 14,000 in 30 states.

Odyssey was represented by lawyers from K&L Gates.

McKenna Long & Aldridge lawyers have spent the last few months working on a three-part, $304 million cross-border transaction between two energy marketing companies.

Earlier this month, McKenna partner Ann-Marie McGaughey, the lead lawyer on the deal, helped Toronto-based client Just Energy acquire New York-based Hudson Energy Services, a portfolio company of Chicago private equity firm Lake Capital.

McGaughey said Just Energy has a U.S. acquisition strategy. "We were engaged to help them, really, with their first significant acquisition," she said, adding that the company also is looking at other U.S. opportunities.

According to McKenna partner David K. Brown, who handled the securities aspects of the transaction, Just Energy paid for Hudson Energy by selling $330 million in convertible debentures in Canada to a syndicate of underwriters led by RBC Capital Markets, GMP Securities and CIBC World Markets Inc. Convertible debentures are promissory note-like debt security instruments which can be converted to equity in the issuer, which was Just Energy.

Though the firm also prepared for a private placement in the United States, McGaughey said that Just Energy's business structure—known as an income fund in Canada, not a corporation or an LLC—was so unfamiliar here that it drew no U.S. investors.

"It didn't matter, because they raised more than they needed to," she said. "With energy being such a big focus these days, they've got a pretty strong growth history."

Brown said the deal was complex from a securities standpoint because of the need to make sure it complied with both U.S. and Canadian rules and regulations.

McGaughey said that legal work on the deal began in December but was put on hold while both companies sought consent to move forward from a third party—BP.

"We needed the consent of BP, the oil company … because we both have energy provider agreements with BP, so it was a third-party consent and that caused a couple of months delay," she said.

"When BP came in line, they were a little distracted," she added, referring to the energy giant's oil well disaster in the Gulf of Mexico, which began last month. McGaughey acknowledged that none of the BP in-house lawyers on the deal mentioned the leak during the transaction.

Just Energy's Canadian counsel on the deal were from Burnet, Duckworth & Palmer in Calgary, Alberta. Hudson Energy was represented by Kirkland & Ellis in Chicago.

Ameris Bancorp has acquired its third failed bank from the Federal Deposit Insurance Co. in the last eight months.

Represented by Jody L. Spencer at Rogers & Hardin, Moultrie-based Ameris announced that a subsidiary has agreed to assume $134 million in deposits and acquire about $142.3 million in the assets of Satilla Community Bank, a single-office financial institution based in St. Marys, in South Georgia near Cumberland Island and the Florida state line.

Spencer said he is not yet sure exactly what Ameris is paying for the bank. "That is one of a couple of numbers I don't have yet," he said, adding that the numbers will appear in an 8-K Ameris is due to file with the Securities and Exchange Commission today.

The Georgia Department of Banking and Finance declared the Satilla bank closed on May 14, appointing the FDIC, which was represented in this transaction by its in-house counsel, as receiver. Ameris reopened the bank on Monday as one of its now-54 branches in Georgia, Florida, Alabama and South Carolina.

Ameris agreed to pay the FDIC a premium of 0.19 percent to assume all of Satilla Community Bank's deposits, and the two entities entered into a loss-share transaction on about 80 percent of the assets, as per FDIC policy, Spencer said.

Spencer also said that deals such as this ramp up several weeks prior to a bank's closure, when the FDIC contacts financial institutions it thinks might be a good fit as an acquirer. The FDIC, he said, invites banks to bid on the soon-to-be-closed bank, and other than the price for assets and liabilities to be acquired, there's not much to negotiate under the FDIC's structure.

"It's quite a streamlined process," he said.

FDIC lawyers do not comment on their transactions.

The deal was funded in part by an underwritten public offering of Ameris stock that grossed $90 million when it closed April 20. SEC documents dating to the offering's announcement, in March, said Ameris planned to use the net proceeds "for general corporate purposes, including to fund possible future acquisitions of other financial services businesses (which may include FDIC-assisted transactions)."

Ameris, a financial holding company and the parent company of Ameris Bank, has recent experience with FDIC-assisted transactions in Georgia. In October, it bought Lawrenceville-based American United Bank, which had $85.7 million in loans and $100.3 million in deposits. A month later, Ameris purchased United Security Bank, with branches in Woodstock and Sparta, which had $108.4 million in loans and $140 million in deposits.

While Ameris will pay the FDIC for the Satilla bank, in these prior two transactions, the FDIC paid Ameris a total of about $41.3 million.

Rogers & Hardin was involved in both deals.

According to information from the FDIC, 27 banks have closed in Georgia in the past 12 months, eight of them this year.

In an energy industry deal worth $304.2 million, McKenna Long & Aldridge lawyers have helped Canadian company Just Energy Income Fund acquire a privately held marketer of natural gas and electricity.

Just Energy, based in Toronto, acquired all of the equity of Hudson Parent Holdings and Hudson Energy Corp. on May 7, funding its acquisition via an agreement to sell convertible debentures with an aggregate principal amount of $330 million to a syndicate of underwriters led by RBC Capital Markets, GMP Securities and CIBC World Markets Inc. as joint bookrunners.

Hudson operates in New York, New Jersey, Illinois and Texas and serves midsize commercial customers.

The McKenna lawyers who worked on the deal are partners Ann-Marie McGaughey and David Brown, and associate Kristen Beystehner. The Hudson companies were represented by lawyers from Kirkland & Ellis in Chicago; the underwriters' counsel was from Gibson Dunn & Crutcher in Silicon Valley.

King & Spalding lawyers represented an affiliate of client Roark Capital Group in its acquisition of Wingstop Restaurants Inc., a chain of chicken-wing eateries whose marketing materials say the company has sold more than 2 billion wings since its founding in 1994.

Roark, an Atlanta-based private equity firm that specializes in franchising, formed Wing Stop Holding Corp. to acquire the Richardson, Texas-based chain, which has 650 restaurants open or in development and posted more than $300 million in revenue in 2009. Terms of the deal were not disclosed.

A team of lawyers from several King & Spalding offices worked on the deal. The primary Atlanta partners were Raymond E. Baltz and William G. Roche on corporate matters, Les A. Oakes on environmental issues and Donald S. Kohla on tax matters.

Wingstop was represented by Countryman Law in Southborough, Mass. The acquirer's financial adviser was Cowen & Co.

Roark, which focuses on middle-market investments in companies that have revenues ranging from $20 million to $1 billion, also holds other restaurant brands in its portfolio, including Carvel, Cinnabon and Moe's Southwest Grill.

Earlier this year, King & Spalding represented Roark when it acquired a majority ownership interest in Marietta-based Peachtree Business Products.