Locke Lord helps insurance broker with Oregon expansion

Posted on January 5, 2009 15:16 by Andy Peters

Locke Lord Bissell & Liddell Beecher Carlsonpartner Philip Cooper represented commercial insurance broker Beecher Carlson on its recent expansion in Oregon, according to the law firm.

Beecher Carlson, of Atlanta, acquired Sage Insurance Group of Bend, Ore., for undisclosed terms. The deal closed in December. Beecher Carlson already had three offices in Oregon, in Portland, Eugene and Medford. Beecher Carlson has more than two-dozen offices nationwide and in Bermuda.

Locke Lord associate Valerie Barton joined Cooper on the deal. Beecher Carlson General Counsel Adam Meyerowitz handled in-house matters.


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Atlanta medical transcriber expands with acquisition of Ohio firm

Posted on December 23, 2008 15:02 by Andy Peters

An AtlantBernard Colemana company that transcribes communications between doctors, hospitals and patients has expanded through the acquisition of an Ohio medical-transcription company. Lawyers from Morris, Manning & Martin worked on the deal.

Transcend Services Inc., of Atlanta, agreed to acquire DeVenture Health Partners of Canton, Ohio, for $4.25 million in cash, according to a news release. The deal is expected to close by Jan. 1.

Morris Manning partners Bernard Coleman [photo, left] and Sandy Smith were counsel to Transcend Services. Lensman & Associates in Canton advised DeVenture.


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Morgan Keegan expands with Atlanta investment bank acquisition

Posted on December 22, 2008 15:16 by Andy Peters

Looking to capitalize on the banking industry’s upheaval, and corresponding high rate of deal activity, Morgan Keegan & Co. acquired Atlanta boutique investment bank Burke Capital Group LLC.Morgan Keegan

McKenna Long & Aldridge partner Michael Cochran and associate Allix Magaziner advised Burke. Baker, Donelson, Bearman, Caldwell & Berkowitz partner Robert DelPriore in Memphis advised Morgan Keegan, which is a unit of Regions Financial Corp. Terms of the sale weren’t disclosed.

Burke Capital specializes in the community banking industry, Cochran said. Founded by former Robinson-Humphrey banker Jon Burke in 1995, Burke Capital has been active in recent weeks advising clients on the U.S. Treasury’s Troubled Asset Relief Program (TARP) program and on acquisitions.

“For community banks, the TARP money only goes so far. A lot of these banks still might have to raise additional capital,” Cochran said. “It’s going to be a really active industry.”

Burke Capital’s clients have included Merchants and Farmers Bank in Comer, Ga.; Citizens Financial Services Inc. in Greensboro, Ga.; and Allied Bankshares Inc. of Cumming, Ga.

Cochran said he hopes to continue to do work for Burke Capital, noting that McKenna Long & Aldridge already has a relationship with Regions Bank.


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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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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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Ga. state senator takes advice from longtime counsel on Chevy offer

Posted on November 20, 2008 12:56 by Andy Peters

A Georgia state senator who controls two auto dealerships has tapped his longtime outside law firm—Segal, Fryer, Shuster & Lester—for advice on an offer to acquire a dealership from the bankrupt Bill Heard Enterprises Inc.Bill Heard

Michael Shuster, a partner at the Atlanta firm, is advising a company controlled by State Sen. Emanuel Jones on his offer to buy a former Bill Heard dealership in Columbus. The company, called Legacy Automotive of Columbus LLC, made its offer in the U.S. Bankruptcy Court for the Northern District of Alabama, where Bill Heard’s Chapter 11 case was filed.

Legacy’s offer is valued at least $12.5 million, and will ultimately be significantly higher than that, Shuster said. That figure includes an offer of $11.5 million for the dealership’s real estate, and another $1 million for furniture, fixtures and equipment at the dealership. However, Legacy is also offering to acquire two other sets of assets—the dealership’s inventory of new vehicles and its inventory of automobile parts. The value of those inventories has yet to be determined, Shuster said.

Shuster said he has been representing Jones since he entered the automobile dealership industry in 1991. Segal, Fryer, Shuster & Lester partner Charles I. Pollack is also advising Legacy on the real estate aspects of its acquisition offer.

Legacy had previously made an offer to acquire Bill Heard’s shuttered dealership in Gwinnett County. But that offer was withdrawn earlier this month.

Jones, a Democrat from Ellenwood, owns two dealerships in Henry County, Legacy Ford and Legacy Hyundai, both in McDonough. Jones was elected to the Georgia Senate in 2004.Chevy logo

Legacy’s offer for the Columbus dealership is classified as a “stalking horse” bid in bankruptcy court filings. That means Bill Heard is required to solicit other offers, and Legacy could be out-bid, Shuster said. Additionally, Legacy’s offer must receive final approval from both the U.S. Bankruptcy Court and from General Motors Corp., which holds an existing franchise agreement with Bill Heard.

Bids are also outstanding on two other Bill Heard dealerships, in Collierville, Tenn., and Huntsville, Ala.

Before filing for bankruptcy and closing all its dealerships in September, Bill Heard Enterprises was one of the largest Chevrolet dealers in the U.S.

Burr & Forman partners Robert Rubin and Derek Meek in Birmingham, Ala., are lead bankruptcy counsel to Bill Heard Enterprises. Kilpatrick Stockton partners Dennis Meir and John Mills in Atlanta and Mark Taylor in Washington are advising the official committee of unsecured creditors.


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Atlanta sign-maker relies on Texas law firm for merger advice

Posted on November 18, 2008 17:02 by Andy Peters

An Atlanta specialty printing company hired a Texas law firm for legal advice on the sale of the company.InnerWorkings

InnerWorkings Inc. acquired Origen Partners Inc. of Atlanta last month for $7.9 million in cash up front, plus potential additional cash payments of $14 million. Brown McCarroll partner Robert Morrison in Dallas was legal counsel to Origen Partners on the deal, according to a regulatory filing. DLA Piper partner Richard Ginsberg in Chicago advised InnerWorkings.

Michael Stoecker, listed as general manager of Origen Partners in the asset purchase agreement filed with the Securities and Exchange Commission, and Kim J. Stoecker are listed in the document as Origen Partners’ only shareholders.

Origen Partners specializes in point of purchase displays, signage and other in-store merchandising materials. InnerWorkings, of Chicago, manages and delivers printed materials and promotional products for corporations.


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Assisted living facility sale gets assist from Alston & Bird lawyers

Posted on November 17, 2008 18:05 by Andy Peters
Caruth Haven

Alston & Bird partners Mark Rusche and Alison Jones were the legal advisers to Prudential Real Estate Investors on the $20.5 million sale of an assisted living home in Dallas, according to Rusche.

Prudential sold the Caruth Haven [photo, right] assisted living facility in the Highland Park neighborhood of Dallas to Cornerstone Growth & Income REIT Inc. Caruth Haven is a 75,000-square-foot property with 91 residential units. It’s located near NorthPark Center, the largest shopping center in northern Texas, according to a news release. Foley & Lardner advised Irvine, Calif.-based Cornerstone.


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Ebix likes to make deals, Healthaxis rejection notwithstanding

Posted on November 11, 2008 12:36 by Andy Peters

Never mind the recession, Ebix Inc. wants to make deals. That’s been good news for Ebix’s corporate lawyers at Carlton Fields.Ebix

On Monday, the Atlanta company announced it had reached an agreement to acquire ConfirmNet Corp. of San Diego for $7.4 million in cash, plus future cash considerations, according to a regulatory filing. ConfirmNet is involved in the certificate of insurance creation and tracking industry.

ConfirmNet is Ebix’s sixth acquisition, or offer to acquire a company, in the past 12 months. Atlanta-based Ebix makes software for the insurance industry.

Not all of Ebix’s deals have gone swimmingly, however.

Ebix has been engaged in a bidding war with a California company to acquire health-insurance software maker Healthaxis Inc. of Irving, Texas. Ebix made its first bid for Healthaxis in September, offering $6.8 million in cash and stock. That offer was accompanied by a “guaranteed downside price cover,” in which Healthaxis shareholders could sell the stock back to Ebix “for the price at which they received it” for a period of a Chip Harrellyear, according to a regulatory filing. Healthaxis rejected the offer, preferring to stick with its existing agreement to sell itself to BPO Management Services Inc. of Anaheim Hills, Calif.

Ebix has since made two additional, higher offers, the last coming on Oct. 27. Healthaxis rejected both of those too. Locke Lord Bissell & Liddell partner John McKnight in Dallas has been advising Healthaxis.

Other Ebix deals in the past year include its merger in Nov. 2007 with Jenquest Inc.; its acquisition of Telstra eBusiness Services of Australia in January; its purchase of Periculum Services Group in April; and its August acquisition of Acclamation Systems Inc.

Carlton Fields partner Rick Denmon in Tampa and associate Charles M. “Chip” Harrell Jr. [photo, left] in Atlanta were the primary corporate advisers to Ebix on the offer for Healthaxis, said Wayne Shortridge, managing partner of the law firm’s Atlanta office. Although he’s an associate, Harrell has developed Ebix as a Carlton Fields client, Shortridge said. Carlton Fields also advised Ebix on some of the prior transactions, including the Acclamation Systems and Jenquest deals.


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Aaron Rents unloads furnishings unit to Warren Buffett's Cort

Posted on November 11, 2008 11:02 by Andy Peters

Kilpatrick Stockton partner Dave Eaton was lead counsel to Aaron Rents Inc. on the sale of a business Aeron chairunit to Cort Business Services Corp., according to the law firm.

Aaron Rents sold its corporate furnishings subsidiary to Cort for $76.4 million. The subsidiary rents and sells residential furniture, electronics, appliances, housewares and accessories. The deal closed Nov. 6, Aaron Rents said in a regulatory filing.

Kilpatrick partner Ben Barkley, associate Adj Awotwi and counsel Jim Paine were also involved on the deal. They worked with Aaron Rents General Counsel Elizabeth L. Gibbs.

Dechert advised Cort, Barkley said. Dechert has been Cort’s historic outside legal counsel, preceding the transfer of a majority stake in the company to Warren Buffett’s Berkshire Hathaway Inc. in 2000, he said. Cort is a unit of Wesco Financial Corp., which is 80 percent-owned by Berkshire Hathaway.

Cort, based in Fairfax, Va., leases furniture to companies, provides services for employee relocations, including temporary housing.


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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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