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.

A team of lawyers from Hunton & Williams gets to bask in a bit of reflected glory: Their client, the city of Atlanta, has won the Council of Development Finance Agencies award for the best bond deal of 2009 for its BeltLine project.

Bond partners Douglass P. Selby of Atlanta and William H. McBride of Raleigh and Washington, along with local litigation partner Matthew J. Calvert, were part of the team working on the BeltLine, which is slated to offer a 22-mile pedestrian-friendly rail system, 1,300 acres of new greenspace, 33 miles of multi-use trails, $20 billion in new economic development and 30,000 new jobs.

The award announcement explained that the BeltLine Tax Allocation District (TAD), Georgia’s version of tax increment financing, will provide the majority of the BeltLine’s $1.3 billion to $1.7 billion funding. In applying for the award, the Atlanta Development Authority and Atlanta BeltLine featured BeltLine TAD bonds issued in December 2009.

“The $78 million in bonds were successfully issued during some of the worst economic conditions in the nation. The Series 2008/2009 bonds are limited obligations of the city of Atlanta, payable solely from pledge revenues, which are composed of tax allocation increments generated within the BeltLine TAD and collected by Fulton County and the city of Atlanta,” the award notice says. “This impressive issuance shows the level of expertise, dedication and commitment from the leaders of Atlanta for supporting this transformational project.”

The award is called the 2010 Practitioner’s Showcase Award: Nation’s Best Bond Deal of 2009.

Represented by Jones Day lawyers in Atlanta, Birch Communications has completed a private debt offering, generating $60 million in capital for the company, which provides voice and broadband communications to small and mid-sized business customers.

Jones Day partner John E. Zamer led the team, which also included associates Todd M. Roach, Sarah E. Watts and Jason Peterson.

Zamer explained that Birch, which has been a client for several years, is what’s known as a CLEC—competitive local exchange carrier—providing phone and data services primarily over the Internet. It has operations in 32 states, numerous subsidiaries, and operates in a highly regulated industry.

“Those created challenges in just doing a conventional term loan financing,” he said.

The $60 million was made up of a working capital facility provided by Silicon Valley Bank, represented by lawyers from Riemer & Braunstein in Boston, and senior secured term financing from lenders including PennantPark Investment Corp. and TICC Capital Corp., represented by Bingham McCutchen in Boston and Hartford, Conn.

Birch has announced plans to close on an additional $15 million in debt capital in the coming months.

The placement agent for Birch’s senior secured notes offering was Knight Libertas LLC. Redwood Capital Group acted as financial adviser to Birch in connection with the senior secured notes offering.

This deal essentially replaced a larger plan Birch had announced in November. At that time, the company said in a press release that it planned to issue $100 million in senior secured notes due in 2015. That deal, Zamer said, did not get done.

“That was a more widely distributed notes offering,” Zamer said, explaining that the current deal is a private placement to a placement agent with note buyers. “This is just a handful of term lenders, so the nature of the offering really changed. Most of this was to repay outstanding debt and the rest is for acquisitions. I suspect these lenders will have the ability to lend us more money in the future.”

Two locally connected firms, Jones Day and DLA Piper, snagged the top two spots in Thomson Reuters’ most recent Mergers & Acquisitions Review, which ranks legal advisers by number of deals completed worldwide this year.

Jones Day closed 165 deals in the first six months of the year, though that’s one fewer than the firm closed during the same period in 2009.

DLA Piper came in at 102 deals, 25 fewer than during the same period last year.

No other Atlanta-connected firms made the worldwide completed deals list, although Alston & Bird got a toehold on the bottom of a ranking of announced—as opposed to completed—U.S. deals. The firm came in 23rd of 25 firms on a list of most deals in which either the target or the acquirer was U.S.-based, handling 13 deals—14 fewer than last year. Despite the smaller volume, that ranking represented a leap up the ladder for Alston, which was ranked 41st in the same category in 2009. Jones Day ranked 10th on the same list, with 92 deals completed, nine fewer than last year.

The Thomson Reuters review also examines, among other things, the growth or decline of overall worldwide mergers and acquisitions. According to their analysis, the value of deals in the first half of 2010 totaled $1.1 trillion, a more than 9 percent increase from first half 2009 levels. The number of deals rose nearly 4 percent, with more than 19,000 announced.

Deals involving companies in emerging markets accounted for nearly one-third of the total value of transactions, with the energy and power industry the most active sector. Private equity M&A more than doubled, accounting for about 7 percent of the value of deals done.

Finally, the report looked at the biggest pending worldwide deals so far this year. Number five on that list was the announced union of The Coca-Cola Co. and Coca-Cola Enterprises North America, valued at $13.4 billion. Firms handling that deal are Skadden, Arps, Slate, Meagher & Flom, Cleary Gottlieb Steen & Hamilton and Wilson Sonsini Goodrich & Rosati for Coca-Cola; Cahill Gordon & Reindel for CCE. McKenna Long & Aldridge partners Clay C. Long, F.T. “Tread” Davis Jr. and David Brown are representing a special committee of CCE’s directors.

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.

Two DLA Piper attorneys will serve on the faculty of the 36th annual Venture Capital Institute, an intense, four-day educational seminar designed for venture capital and private equity industry professionals.

Partners Jeffrey M. Leavitt and Douglas R. Spear will mark their fourth consecutive year on the faculty this fall, when the seminar is held Sept. 27-30 at the Emory Conference Center. So far, they are the only local attorneys on the announced faculty. They will teach a segment on term sheets for structuring and negotiating deals.

The only other attorney on the faculty so far is Jack S. Levin of the Chicago office of Kirkland & Ellis, who'll speak on critical legal and tax aspects of the venture capital industry.

Other faculty include Ginnie Breen of Sausalito, Calif.-based venture capital firm Sienna Ventures, which manages $150 million, and David Jones of Chrysalis Ventures, a Louisville, Ky.-based fund with $400 million under management and a portfolio focusing on the health care and technology sectors.

The program is organized by the National Association of Small Business Investment Companies.

On Friday, with the help of lawyers from Kilpatrick Stockton, Delta Air Lines is slated to close a $450 million deal that raises cash for the company by using 24 of its jets as collateral.

The airline launched the transaction on Tuesday, selling Class A pass-through trust certificates, which are similar to bonds, to underwriters including Goldman Sachs & Co. and Credit Suisse Securities. The underwriters then sell the certificates, primarily to institutional investors. Delta initially will hold the sale proceeds in escrow, according to documents on file with the Securities and Exchange Commission, then will use the pass-through trust to acquire a related series of enhanced equipment trust certificates, or EETCs, a specialized form of financing larger airlines use to fund the purchase of their jets. Delta will pay 6.2 percent for the financing, with a distribution date of 2018.

Delta will net $444.3 million from the deal, after the underwriting fee of $5.6 million is paid.

This is a repeat performance for the Kilpatrick team, led by partner W. Benjamin Barkley and including partner David M. Eaton and associates Adwoa M. Awotwi and Megan K. Callahan, who handled a similar transaction for Delta in November. That one was valued at $688.7 million and carried considerably higher interest rates on its two tranches—7.75 percent and 9.75 percent.

Barkley said he could not comment on the transaction because the DEAL is pending. Delta also was represented by lawyers from Debevoise & Plimpton, serving as the airline's chief finance counsel. Shearman & Sterling represented the underwriters, which, in addition to Goldman and Credit Suisse, are Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Banc of America Securities Inc.

In the current deal, Delta is financing two new Boeing jets the airline received in March, and refinancing 22 other aircraft, which Delta acquired about a decade ago. Those older planes were financed in 2000 under another EETC that matures in November. Because EETCs cannot be paid off early without complications, the proceeds from the current certificate sale will be held in a trust account until this fall, then used to pay off the older jets.

The deal is structured to enhance Delta's ability to market it to investors. As in its November deal, the pass-through trust structure allows investors to cede some duties to a trustee, who distributes interest payments to investors according to their ownership shares and makes decisions for the group about whether to foreclose on an aircraft in the event of default.

If there is a default, Natixis SA, the New York branch of a French investment bank, is serving as a liquidity backstop provider, which, according to Delta's preliminary prospectus supplement, means Natixis will make three semiannual interest payments on the debt if Delta cannot do so.

The financing is secured by jets with a total appraised value of about $839 million, providing a 54 percent loan-to-value ratio. The November deal's loan-to-value ratio, by contrast, was 61 percent—meaning investors in the current deal are getting a bit more security because the equity in the planes is higher, providing more downside protection in the event of the jets' depreciation or if Delta defaults and the planes need to be seized and sold.

That ratio could change if the airline decides it needs more money and issues Class B certificates—roughly equivalent to a second mortgage on the same set of planes—which is something SEC documents say the airline has the option to do.

The prospectus also lists risks associated with the investment, including the volatility of fuel costs; Delta's obligation to post collateral in connection with its fuel hedge contracts—in 2008, "our counterparties required us to fund $1.2 billion of fuel hedge margin," the airline notes in the filing; and Delta's ability to fully realize the expected benefits of its merger with Northwest, for which integration costs of $500 million over three years are anticipated.

Although Delta has packed on debt in recent months, an 8-K filed June 15 says Delta plans to start deleveraging. Citing $1 billion in cashflow from operations and $600 million in free cashflow in the quarter ended in March, the company noted that its unit revenues increased by 8 percent—the first increase since the fourth quarter of 2008.

Delta projected that it would cut its net debt, estimated to be $15 billion at the end of this year, to $10.2 billion by December 2012.

Dr. Seuss probably wasn't thinking about lawyers when he wrote about a Lorax who says, "I speak for the trees."

But with the help of lawyers from The Nature Conservancy and Horne & Horne in Dahlonega, the trees on a 469-acre tract of land in Dawson County worth roughly $5 million have been preserved.

The sliver of land, which had long been held by a variety of timber companies, divided two segments of the much-larger Dawson Forest Wildlife Management Area in north Georgia, which is conservation land known for its hiking trails, its bird watching—and its chestnut oaks, sycamores, maple and sourwood trees.

The state of Georgia had long been eyeing that land as a means of linking the two conservation areas, and the joinder finally happened.

The lawyers worked opposite sides of a land deal that helped the Georgia Department of Natural Resources and the Georgia Land Conservation Program, represented by Horne & Horne attorneys Joy L. Edelberg and K. C. Horne, who'd been hired as special assistant attorneys general, buy the property at a deep discount.

"This tract, it was just a perfect fit to connect the wildlife management area," said Edelberg. Together, the three tracts of land protect more than 15,000 acres.

The Nature Conservancy sold the property to the state for $3.2 million, representing a $2.15 million discount from what the land was worth.

The Nature Conservancy, represented in this deal by in-house counsel Joan T. Dwoskin, had in 2008 purchased the land at a reduced price from Forestar Group Inc., then held it until the state could raise the money to pay for it.

Dwoskin said that The Nature Conservancy often purchases land and holds it while public entities line up their funding. Her group has the ability to take internal loans, which enables them to move faster than the state to close a DEAL. That original purchase, she said, was very difficult from an economic standpoint.

"The bottom was dropping out of the real estate market. The seller didn't really know what it was worth, and we really didn't know what it was worth. It felt more scary than usual because we didn't know what was happening," she said.

As is typical for The Nature Conservancy in these types of deals, she said, her group bought the land knowing the state wanted it but without any real guarantee that the deal would ultimately go through. "We typically close on a very loose—nerve-wracking, as a lawyer—letter of intent," she said, explaining that public entities generally cannot sign a binding contract agreeing to purchase the land from The Nature Conservancy at some future point in time because the deals close so quickly. But, she said, The Nature Conservancy has long-term relationships with Georgia and other states which allow it to make such trust-based agreements with confidence.

When it came time to sell the land to the state in this deal, she said, "At the last minute, some of the funding sources fell through. It was pretty stressful."

But—along with The Nature Conservancy's willingness to sell the land at a discount—enough funding came through from public and private sources to make the deal happen. Those sources include the U.S. Fish & Wildlife Service, the Robert W. Woodruff Foundation, the R. Howard Dobbs Jr. Foundation, the Mountain Conservation Trust of Georgia, the Lyndhurst Foundation, Trout Unlimited, the Department of Natural Resources, the Georgia Land Conservation Program and anonymous private donors.

Dwoskin said conserving the land was important to The Nature Conservancy and the state because it includes 2 miles of the Amicalola Creek and its tributaries—a vital segment, according to information from the state—that supports at least 27 native fish species, three of which are endangered.

Even the original seller—Forestar, which is associated with a large timber company—recognized the land's conservation significance, Dwoskin said, and "treated it pretty carefully over the years."

Edelberg said she visited an access point in the 469-acre tract to see if there were any easement issues. "It was basically just a big timber tract. I'm sure it had been harvested over time, but it's not a clear-cut tract," she said, explaining that trees now abound. "It's pretty land."