Atlanta's Bartko advises former Kentucky lt. governor on offer

Posted on April 20, 2009 17:31 by Andy Peters

Atlanta corporate attorney Gregory Bartko’s client has, for several weeks, been trying acquire a Chicago-area temporary staffing company. Bumps in the roadSteve Pence, however, keep appearing.

Bartko’s client is PSQ LLC of Louisville, Ky., a special-purpose company formed by Steve Pence, a former lieutenant governor of Kentucky. Pence [photo, right] is also a former U.S. Attorney for the Western District of Kentucky. Bartko is a sole practitioner.

PSQ’s target is General Employment Enterprises Inc. of Oakbrook Terrace, Ill. General Employment has been exploring its strategic options for months, according to regulatory filings. The company’s board and executives hired an investment bank, Prairie Capital Advisors Inc. They have fielded questions from numerous suitors. They have interviewed prospective buyers. They have agreed to allow third parties to introduce them to potential acquirers.

On March 30, General Employment decided that its best option was to sell the company to Bartko’s client, PSQ. Under the terms of its offer, PSQ would acquire more than 7 million new shares of General Employment’s common stock for $1.9 million. Then, PSQ would launch a cash tender offer to buy up to 2General Employment Enterprises.5 million shares from General Employment’s existing shareholders. In total, General Employment would sell a controlling interest in itself for about $3.4 million.

General Employment and PSQ had expected their deal to close by April 13. But, then, another suitor came calling.

A company, which General Employment did not identify in the proxy statement it filed with federal regulators, on Apr. 10 made an acquisition offer. General Employment’s board members and executives considered the offer seriously, but said no. Then the unidentified company made a revised offer, upping its price. Once again, General Employment declined, citing a variety of reasons, including the fact that the unnamed suitor had not conducted due diligence on General Employment and that process would take time, jeopardizing a potential agreement.

Another factor in play: General Employment’s “deteriorating operations,” according to the “Background of the Share Purchase and Tender Offer” section of its proxy statement. Without the money it would obtain from a sale to PSQ, General Employment said its cash would run out by the end of December.

Another bump in the road appeared on April 14. General Employment issued a news release saying that the tender offer statement and related documents filed by PSQ with the U.S. Securities and Exchange Commission contained “incorrect information.” General Employment urged that shareholders not rely on the documents.

The next day, April 15, PSQ filed with the SEC an amended tender offer and other documents, including its offer to purchase for cash. General Employment followed on April 16 by filing a document with the SEC recommending that its shareholders accept the PSQ offer. The companies have not provided a specific date for when they expect to close.

Bartko could not be reached for comment. Schiff Hardin partner Steve Isaacs in Chicago is counsel to General Employment on the transaction.

In addition to his law practice, Bartko is a managing member of two private equity firms, Caledonian Private Equity Partners LLC and Capstone Partners LLC.


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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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