Wyche Burgess advises textile maker Milliken on deal

Posted on October 9, 2009 14:04 by Andy Peters

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

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.


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Pharma merger is just what doctor ordered

Posted on May 27, 2009 16:42 by Janet Conley

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.”


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Deal reached to rebuild Sumter Hospital after tornado damage

Posted on April 23, 2009 12:55 by Andy Peters

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.Sumter Regional Hospital

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.Sumter Regional Hospital

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.


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Burr & Forman on fleet card manager's acquisition and financing

Posted on April 17, 2009 10:38 by Andy Peters
fuel

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.


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Nelson Mullins, Chadbourne on $130 million deal for DataPath

Posted on April 14, 2009 13:28 by Andy Peters

In an effort to expand its offering of satellite-network products, a spinoff company of Rockwell Automation rsatelliteseached 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.


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Cox Radio taps DLA Piper for advice on Cox Enterprises offer

Posted on April 2, 2009 12:12 by Andy Peters

Cox Enterprises Inc. and Cox Radio Inc.—two companies that own some of Atlanta’s flagship media outlets—are looking to make their connWSB chopperections 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.


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Baker Donelson, Jones Day advise on $8 mln Logility offer

Posted on March 30, 2009 10:38 by Andy Peters

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

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. Logility

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.


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Rogers & Hardin, Burr & Forman advise on private equity deal

Posted on March 24, 2009 09:17 by Andy Peters

Rogers & Hardin partner Bob Hussle represented Atlanta Equity Investors LLC on a series of transactions. Pete Correll

In the first transaction Atlanta Equity made a significant investment and acquired a controlling stake in Empower Software Solutions Inc., Hussle said. Secondly, Empower renegotiated the terms of a $31 million credit agreement with Chatham Capital Partners Inc. Finally, Empower acquired a tax-compliance business from Sage North America. Financial terms were not released for any of the transactions.

Burr & Forman partners Ed Snow, Deborah Franz and Bill Joseph advised Chatham Capital. Rogin Nassau of Hartford, Conn., advised Empower.

Atlanta Equity is an investment fund that was founded by Georgia-Pacific Chairman Emeritus Pete Correll [photo, right] and former executives of Navigant Capital Advisors and Arcapita. Empower is an Orlando, Fla., maker of human resources software. Chatham is an Atlanta mezzanine investment firm.

Atlanta Equity Investors’ first fund, a $109 million private equity fund, has also invested in NRI Construction, which provides maintenance and renovation services to apartment complexes. Paul, Hastings, Janofsky & Walker partner Rey Pascual advised Atlanta Equity on that deal, which closed in May.


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Morris Manning involved with deal for drug research business

Posted on March 20, 2009 13:53 by Andy Peters

Morris, Manning & Martin partner Carl Erhardt and associate Melissa Joyal advised a British company on its acquisition of a research group that conducts clinical trials for drug companies.Pivotal

PHC Inc. sold its Pivotal Research Centers subsidiary to Premier Research Group PLC for $3 million, plus additional considerations that could push the total value of the deal to $5 million. The deal closed March 13. Erhardt and Joyal advised Premier Research.

Premier Research, based in the United Kingdom, conducts clinical research for drug makers and medical device makers. PHC, of Peabody, Mass., conducts business under the name Pioneer Behavioral Health and operates a dozen substance abuse-treatment facilities nationwide.


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China rejects Coca-Cola $2.3 bln acquisition of Chinese juice maker

Posted on March 18, 2009 11:39 by Andy Peters

China rejectedCoke machine Coca-Cola Co.’s proposed $2.3 billion acquisition of China Huiyuan Juice Group Ltd., saying it would be “negative for competition” in the Chinese beverage market, Bloomberg News reported.

Coke’s acquisition agreement was one of the first major tests of China’s recently-adopted antitrust law, the Am Law Daily blog said. China's Anti-Monopoly Law came into affect in August 2008.

If the deal had gone through, Coca-Cola might have used its “dominant position” to drive up prices and limit competition, Bloomberg reported, citing the Chinese Ministry of Commerce.

Coca-Cola can appeal the decision, but won’t, Bloomberg said.

Skadden, Arps, Slate, Meagher & Flom, which has advised Coca-Cola on numerous recent corporate matters, had been counsel to the Atlanta beverage giant on the Chinese deal. Skadden partners Nicholas Norris in Hong Kong and Gregory Miao in Shanghai were lead advisers.

Some corporate attorneys had speculated in September that the Chinese government would approve the Coke deal because of the goodwill Coca-Cola had engendered in the country through its sponsorship of the Beijing Olympics and other factors.


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Janet ConleyThe 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 associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing 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 apeters@alm.com.

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