Kilpatrick Stockton’s Gregory K. Cinnamon represented AGL Resources in its decision to sell a telecommunications unit to Louisville, Colo.-based Zayo Group for $71.5 million.

The unit being sold, AGL Networks, is what’s known as a dark-fiber telecommunications business. That means that AGL has laid fiber optic cabling to connect office buildings and other users, but does not provide telecommunications services itself, instead leasing its 795 route miles and 182,000 fiber miles connecting customers in primarily in Atlanta, Phoenix and Charlotte to other providers. This is similar, Cinnamon said, to AGL’s business model in the deregulated gas industry, where the company provides the pipes that transmit gas, but other marketers supply the gas itself.

Cinnamon said that when AGL decided to divest itself of some non-core assets, its financial adviser, SunTrust Robinson Humphrey, ran an auction to sell AGL Networks, attracting several other national and regional companies to the bidding pool.

“It was good to get out and just see an active bidding process for the asset,” Cinnamon said. “There were several people who were interested, and it just goes to show that good assets will always find a home.”

Zayo, which provides telecommunications, Internet and bandwidth infrastructure services in 23 states, is paying cash for AGL Networks. The acquiring company was represented by attorneys from Holme Roberts & Owen in Denver.

Cinnamon said he worked with AGL’s in-house counsel, William A. Palmer III, as well as people on the company’s business side, to negotiate and document the agreement, and to separate AGL Networks from any entanglements with its parent company. The agreement was signed March 23 and is expected to close by the end of the second quarter, pending approval under the Hart Scott Rodino Act and from regulators and third parties.

The consumer push for greener, safer plastics has prompted Eastman Chemical Co., with the help of its lawyers at Jones Day, to acquire a company that produces phthalate-free compounds that make plastic and other materials more flexible.

Jones Day partner William B. Rowland, who led the firm's legal team, said his client will close the all-cash deal to purchase Rosemont, Ill.-based Genovique Specialties Corp. as soon as it gets antitrust approval. "It could close as early as next month," he said.

Financial terms of the deal were not disclosed, but Genovique posted 2009 revenue of $135 million. Kingsport, Tenn.-based Eastman had sales of $5 billion last year. Genovique produces plasticizers, which help make plastics and other materials more flexible. Its plasticizers do not contain phthalates, compounds that have been linked to problems in the human endocrine system. The company also produces benzoic acid and sodium benzoate, antimicrobial products used to lengthen the shelf life of food, beverages and pharmaceuticals. Benzoic acid also is a key ingredient for benzoate plasticizers used to make PVC. Eastman already produces non-phthalate PVC.

The deal itself moved quickly, Rowland said, taking about four months to reach the definitive agreement stage. "It was an auction process," he said. "The target is owned by a private equity group called Arsenal Capital, and they had hired Lazard, an investment banking firm, to conduct an auction for this portfolio company."

Rowland said he didn't know how many other bidders were interested in Genovique, which also has operations in China and Estonia. That's typical in an auction put on by a private equity company, he said, where, after some due diligence, the seller asks for indicative offers and eventually narrows the field of potential bidders.

"You don't know what other people offered or who the other bidders are precisely, though you may get a sense from your industry contacts," Rowland said. "The sellers always want you to think that there are 20 bidders who are hot and heavy."

Genovique sits squarely in a growing market. Regulatory changes and consumer demand, according to information from Eastman, are likely to increase the volume of non-phthalate plasticizers at a compounded annual rate of 7 percent over the next five years in North America and Europe.

Rowland, who has done a number of acquisitions and dispositions for Eastman Chemical over the years, said that in addition to negotiations and mergers and acquisitions work, his firm also looked into environmental, antitrust, real estate and tax matters on the deal, as well as at the legal aspects of purchasing a company from a fund rather than a corporate owner.

Other Atlanta Jones Day lawyers on the deal include partners Michael A. Lee and John E. Zamer, of counsel Charles A. Perry and Christine M. Morgan and associates Heith D. Rodman and Justin R. Hitchcock.

Attorneys from Proskauer Rose represented both Genovique and New York-based Arsenal.

Jackson Healthcare, an Alpharetta-based health care staffing business, has purchased the pharmacy staffing unit of Duluth-based Hire Dynamics in a deal involving a cadre of local lawyers.

General Counsel Dennis Stockwell handled the transaction for Jackson Healthcare; Locke Lord Bissell & Liddell partner Philip A. Cooper represented Hire Dynamics.

Though financial terms of the deal were not disclosed, both companies made the most recent Inc. 5000 magazine listing of the fastest-growing private companies in the nation. According to the magazine, Jackson Healthcare posted 303 percent growth over three years to revenue of $372.6 million; Hire Dynamics had 30.4 percent growth over three years to $40.5 million.

Stockwell, through spokeswoman Meigan Manis, said the companies knew of one another because both operate in the same market. But, she said, they really came together when associates at Jackson Healthcare, who knew associates at Hire Dynamics, helped introduce their presidents.

Cooper, who has represented Hire Dynamics since its founding in 2001, said the deal took about a month to put together. "It was pretty fast track," he said.

One of the largest U.S.-based textile manufacturers recently relied on a Greenville, S.C. law firm for advice on acquiring a private equity fund’s portfolio company.

Milliken & Co. was advised by a legal team from Wyche, Burgess, Freeman & Parham on its acquisition of carpet maker Constantine LLC. Heading up the Wyche team was partner Kevin Hendricks, a former associate in Jones Day’s Atlanta office. The deal closed on Tuesday and terms weren’t disclosed.

Milliken, a privately held company that’s headquartered in Spartanburg, S.C., manufactures modular carpet, apparel, fabrics and chemicals. Constantine is based in Calhoun, Ga., and is owned by the Boston private equity fund Lineage Capital LLC. Constantine makes broadloom and modular carpet tile, as well as other types of floor-covering products.

Working with Hendricks on the Milliken deal were Wyche partner Cary Hall and associates John Harvey, Maurie Lawrence and Rita Barker, all located in Greenville. Ropes & Gray advised Lineage Capital.

Wyche, a 38-lawyer firm, has weathered the economic downturn well because there were few examples of companies and lenders in the Greenville area that became overextended leading up to the recession, Hendricks said.

“Greenville never went crazy in the last few years in terms of growth and massive deal flow,” Hendricks said.

With an even split between litigation and transactional work, Wyche is able to handle clients’ needs on most deals, in spite of its size, Hendricks said. Occasionally Wyche will partner with a Washington firm when a client needs specific regulatory advice.

The Wyche firm is known for its work in some specific areas. Founding partner Tommy Wyche has authored several books about the South Carolina mountains, and he helped lead the redevelopment of downtown Greenville, including the creation of a park centered on the Reedy River waterfalls. Wyche’s office is situated on a parcel overlooking the falls. The Wyche firm has also carved out a niche, led by partner Wallace Lightsey, as a specialist in representing architectural firms in copyright infringement litigation.

A merger between two pharmaceutical companies may be just what the doctor ordered in this ailing economy.

W. Tinley Anderson III, a partner at Paul, Hastings, Janofsky & Walker, is advising Sciele Pharma Inc. in its pending $150 million acquisition of Victory Pharma Inc. He said the deal is expected to close in June, pending Hart-Scott-Rodino Antitrust Improvement Act approval by the Federal Trade Commission.

Sciele will pay cash at closing for Victory. Anderson said Sciele is financing the deal itself, out of funds from operations.

“The interesting thing is that it expands Sciele’s product portfolio to now include pain management as one of its therapeutic areas. It’s a fairly well-known product [Victory] provides called Naprelan,” Anderson said, explaining that Sciele’s focus up to now has been on prescription medications for cardiovascular disease, pediatrics and women’s health. “Sciele certainly has a substantial sales force, much more substantial than the existing sales force at Victory, so it has the distribution channel to maximize the product’s market potential.”

Sciele is an Atlanta-based company that was acquired in October by the publicly traded Shionogi & Co. Ltd., based in Osaka, Japan, in a $1.4 billion deal, Anderson said. Victory Pharma is a San Diego-based private company.

Anderson’s team at Paul Hastings also included associates Michael J. Greene and Clare Y. Arguedas. Sciele’s general counsel, Leslie B. Zacks, also worked on the deal.

Victory was represented by a team of lawyers from Pillsbury Winthrop Shaw Pittman, led by partner Christian A. Salaman.

The past month or so has been active for deals in the pharmaceutical industry. On May 21, Johnson & Johnson announced a definitive agreement to acquire Cougar Biotechnology for $1 billion. Last month Pfizer and GlaxoSmithKline announced an agreement to form a company specializing in the development and commercialization of HIV medicines.

“Pharmaceutical companies are feeling the pinch of this economy,” Anderson said, “But people still get sick. People still need medicines. So the pharmaceutical industry is probably one of the few industries that have weathered the recession OK. Their M&A activity stands out.”

A tornado struck Americus in southwest Georgia on Mar. 7, 2007, killing two people, snapping in half a Georgia Public Television antenna tower and leveling cars and buildings.

Also among the wreckage was Sumter Regional Hospital, whose primary building was destroyed. Since then, the hospital has been operating out of modular buildings, offering urgent care and basic outpatient services.

The Americus and Sumter County Hospital Authority has also made plans to rebuild the hospital. That included hiring a Chicago investment bank to find a financial partner to either acquire the hospital or provide some other source of financing.

In October the Americus hospital authority reached a series of agreements, with the operator of Albany’s largest hospital, Phoebe Putney Health System Inc., to rebuild the hospital. Albany is located about 35 miles south of Americus.

Among the various deals reached, Phoebe Putney signed a 40-year lease and transfer agreement, under which it will manage Sumter Regional Hospital. Phoebe Putney also agreed to spend at least $25 million of its own money to rebuild the hospital.

Smith Moore Leatherwood partners Barry Herrin and Toby Watt in Atlanta are co-lead counsel to Sumter Regional Hospital and the hospital authority. Robert Baudino and Ken Hodges of the Baudino Law Group are advising Phoebe Putney; Baudino is based in Des Moines, Iowa, and Hodges is based in Atlanta. Hodges, by the way, is also running for the office of attorney general of Georgia. He is a former Dougherty County district attorney.

Also involved with the transaction are Phoebe Putney general counsel Tommy Chambless and Judge Michael Fennessy, counsel for the Americus and Sumter County Hospital Authority.

The total cost of rebuilding Sumter Regional Hospital has been estimated at about $125 million, Watt said. Phoebe Putney’s funds will be combined with insurance proceeds and future reimbursements from the Federal Emergency Management Agency.

The parties expect the deal to close on July 1, pending approval from the Georgia Department of Law, pursuant to the Georgia Hospital Acquisition Act. Russ Willard, a spokesman for the department, said the department has not hired outside private attorneys to review the agreement. Staff attorney Shereen Walls is handling the review for the attorney general's office.

One reason the Americus hospital authority selected Phoebe Putney’s offer, which was one among several the authority received, was because of the Albany hospital’s financial strength, Watt said. Because FEMA won’t reimburse Phoebe Putney and Sumter Regional Hospital for rebuilding costs until after the money has been spent, the selected financial partner needed to have the financial capacity to withstand an extended period of time when the hospital would be waiting for FEMA reimbursement.

Burr & Forman advised FleetCor Technologies Inc. on an acquisition and a new round of financing. Partner Deborah Franz led the work for Burr along with Martin Tilson, who has since left the firm. They worked with FleetCor general counsel Sean Bowen.

In the first deal, FleetCor acquired lodging-management technology provider Corporate Lodging Consultants of Wichita, Kan., from private equity firm Nautic Partners LLC for undisclosed terms. Edwards Angell Palmer & Dodge advised Nautic Partners.

Shortly after the acquisition, Fleetcor raised $100 million in equity to help finance the transaction. FleetCor raised the funds from a group led by Summit Partners, its majority shareholder.

FleetCor, of Norcross, sells fleet cards that track fuel usage to companies that manage vehicle fleets and to oil companies. FleetCor provides data processing for the fleet cards. Its clients include BP, Chevron, Citgo and MasterCard.

In an effort to expand its offering of satellite-network products, a spinoff company of Rockwell Automation reached an agreement to acquire a Gwinnett County satellite-technology company.

This month Rockwell Collins Inc. agreed to acquire DataPath Inc. of Duluth for $130 million in cash. The deal is pending regulatory approval. Nelson Mullins Riley & Scarborough partners Steve Berson and Brian Galison represented DataPath. They worked with DataPath's general counsel, Steven Wilson. Chadbourne & Parke advised Rockwell Collins.

Rockwell Collins, of Cedar Rapids, Iowa, makes cockpit display systems, flight deck avionics, cabin electronics and mission communications for the aviation industry and the military. DataPath makes satellite communications networks for the military and for commercial customers.

Cox Enterprises Inc. and Cox Radio Inc.—two companies that own some of Atlanta’s flagship media outlets—are looking to make their connections airtight. Cox Enterprises is offering to buy the remaining shares of Cox Radio that it doesn’t already own for about $69 million.

Cox Enterprises owns the rapidly shrinking Atlanta Journal-Constitution newspaper, while Cox Radio owns the Atlanta radio station WSB-AM. Although the two Cox companies are Atlanta institutions, they’re being advised by a cluster of attorneys in the nation’s capital.

Cox Enterprises is taking counsel from two attorneys at its longtime law firm: Dow Lohnes partners Stuart Sheldon and Thomas Twedt in Washington. Meanwhile, eight attorneys from DLA Piper’s Washington office are advising a two-person special independent committee of Cox Radio’s board of directors. The DLA Piper team is led by partner Jay Tannon.

The two Cox companies also own media properties outside Atlanta. Last year, Cox Enterprises put some of those properties up for sale, putting about 20 smaller newspapers on the auction block. Cox Enterprises also owns TV stations, like WSB in Atlanta; cable-television company Cox Communications; and automobile auctioneer Manheim.

Reflecting the broad financial problems in the U.S. newspaper industry, the Atlanta Journal-Constitution last week announced last month it planned to cut 90 jobs from the newsroom.

American Software Inc. and Logility Inc. are tight and the two companies are looking to get even closer.

American Software is one of the oldest technology companies in Atlanta, founded in 1971 by James Edenfield and Thomas Newberry. Closely associated with American Software is the company Logility Inc., founded by Edenfield and Newberry in 1996 and headed up by Edenfield’s son, Michael.

Both American Software and Logility are involved in the business of supply chain-management software. The two companies are intertwined. They share sales channels. James McGuone is the general counsel of both companies and Vincent Klinges is the chief financial officer of both companies. Michael Edenfield was chief operating officer of American Software before being named CEO of Logility.

When Logility held its IPO in 1997, American Software owned about 84 percent of Logility’s shares. That amount has risen to about 88 percent. Now American Software wants to own the entirety of Logility. American Software has offered to acquire the remaining shares of Logility it doesn’t already own for about $8 million. American Software’s tender offer begins on April 10 and will expire on April 30.

Because of the close family and financial ties between the two companies, it should come as no surprise that the boards of both companies have formed special independent committees to assess American Software’s offer.

American Software’s special independent committee is taking counsel from Baker, Donelson, Bearman, Caldwell & Berkowitz partners Sam Chafetz in Memphis and Henry Levi in Atlanta. Meanwhile, Logility’s special committee hired Jones Day partner Lizanne Thomas and associate Heith Rodman, both of Atlanta.