The Atlanta firm Slutzky Wolfe & Bailey is representing a developer whose retail and movie theater complex near Hilton Head Island has fallen into foreclosure. 

Sea Turtle Entertainment LLC this month defaulted on a $23.5 million loan for its Berkeley Place shopping center in Bluffton, S.C., according to the Island Packet newspaper. Wells Fargo Bank has begun foreclosure proceedings against Sea Turtle, the Island Packet said, citing records in Beaufort County Circuit Court.

Slutzky Wolfe & Bailey commercial real estate partner Brad Wolfe is representing Sea Turtle in the matter, the paper said. Kilpatrick Stockton partner James Pulliam in Charlotte is counsel to Wells Fargo. Wells Fargo filed its complaint to initiate foreclosure on May 15.

Berkeley Place includes a movie theater and an Outback Steakhouse. The shopping center located in Bluffton, about 10 miles northwest of Hilton Head Island.

The M&A market isn’t dead. It’s just changed locations. Instead of the open marketplace, deals are getting done inside bankruptcy court. 

In a deal involving a bankrupt title insurance company, Miller & Martin partners Joe DeLisle and Nick Whittenburg advised an Alpharetta client on its purchase of four of the bankrupt company’s subsidiaries.

LandAmerica Financial Group Inc., which is operating under Chapter 11, has agreed to sell two business units to Buyers Protection Group Inc. for $12.2 million, subject to post-closing price adjustments. The units being sold are LandAmerica Home Warranty, which is headquartered in Alpharetta, and LandAmerica Property Inspections. The deal has been approved by U.S. Bankruptcy Court Judge Kevin R. Huennekens of the Eastern District of Virginia. However, it still requires approval from California state insurance regulators, DeLisle said.

DeLisle and Whittenburg are counsel to BPG, along with associates Tim Silvis and Charles Elrod. All the Miller & Martin lawyers are based in Atlanta except Whittenburg, who’s based in Chattanooga, Tenn.

BPG was formed by Revell Fraser, who is the former president of the LandAmerica Financial subsidiaries, for the purpose of acquiring the assets from Glen Allen, Va.-based LandAmerica. Arkansas investment firm Stephens Group LLC is an investor in BPG along with Fraser.

DeLisle said that Miller & Martin had not previously done work for Fraser, and was brought into this assignment via a referral.

BPG was tapped as the “stalking horse” bidder in the bankruptcy court-supervised sale, DeLisle said. That meant that LandAmerica had tentatively accepted BPG’s initial offer to acquire the assets, subject to an auction process. After LandAmerica’s biggest rival title-insurance company, Fidelity National Financial Inc., submitted a higher offer during the May 11 auction, BPG increased its initial offer from $10 million to $12.2 million.

Lawyers from Willkie Farr & Gallagher’s New York office and from the Richmond, Va. office of McGuireWoods are debtor counsel to LandAmerica.

When four of Georgia’s leading health care and research centers wanted to join forces to establish a medical device creation and marketing consortium, lawyer Phillip H. Street was there to help them give birth to their brainchild.

The result is the Global Center for Medical Innovation, which unites Georgia Tech, St. Joseph’s Translational Research Institute, Piedmont Healthcare and the Georgia Research Alliance via contracts and operational guidelines that Street, a partner with Kilpatrick Stockton, drafted and is still developing.

“The goal of the entity is to leverage the research done both locally and nationally,” said Street. “It will work as a conduit to help … [get] research to viable commercial outlets. The legal framework … deals with intellectual property issues, commercial licensing, corporate issues, tax issues.

“There’s a lot of legal work yet to be done.”

That’s not surprising given the Global Center’s focus on getting medical devices to market.

Wayne Hodges, the acting vice provost of Georgia Tech’s Enterprise Innovation Institute and one of the primary people behind the founding of the Global Center, said a central motivation for launching it was to move intellectual property out of the university setting and into an arena that allowed for more aggressive development, specifically of medical devices related to cardiology, orthopedics and pediatrics.

“Look at the hospitals—some of the leading clinicians in the country and the world are here in Atlanta. But some of these organizations did not have intellectual property development, so we sat down and started talking about that,” Hodges said. “How could we better support this? How could we speed up the process of commercializing these devices?”

His conclusion: “Infrastructure is important” in order to attract the attention of large companies and large investments.

According to Dr. Jay Yadav, chairman of the Piedmont Innovation Center and founder of medical device company CardioMEMS, the infrastructure that the Global Center proposes is rare, and doesn’t exist even in biotech epicenters such as Minneapolis and the San Francisco Bay area.

The new group, he said, will offer a prototyping center and an animal research facility.

“Right now, what happens is if you have a new device, you have to go all over the country to make parts of it,” he said. For animal research, he added, companies usually need to travel to the West Coast or North Carolina. “You can do it all here, now. It’s just very streamlined.”

The Global Center is financed by $400,000 in seed money—$100,000 from each of the four founding institutions. Yadav said millions more will be needed and acknowledged that this could be a challenge in the current economic environment.

Still, he added, the market is there. “The potential is very large. The medical device industry in the United States is almost a $100 billion industry.”

As for Street’s role in the ongoing development of the Global Center, Yadav jokingly adds, “It should generate plenty of legal work.”

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 group of Atlanta attorneys from Paul, Hastings, Janofsky & Walker advised a struggling Florida bank on its acquisition by a private equity group after it was shut down by federal regulators.

In the deal, BankUnited Financial Corp. of Coral Gables, Fla., was acquired by a consortium of private equity funds, including WL Ross & Co., Carlyle Investment Management LLC, Blackstone Capital Partners and Centerbridge Capital Partners LP. Former North Fork Bancorp Chief Executive Officer John Kanas was also an investor and will become BankUnited’s new CEO.

The WL Ross/Kanas group beat out a competing offer by Goldman, Sachs & Co. and TD Bank, according to newsletter The Deal.

BankUnited had assets of $12.8 billion and deposits of $8.6 billion as of May 2. BankUnited’s failure will cost the FDIC about $4.9 billion.

The reorganized BankUnited will retain its status as the largest banking institution with a Florida headquarters, according to the Federal Deposit Insurance Corp. It operates 86 branches primarily in south Florida.

Paul Hastings partner Walter Jospin was lead adviser to BankUnited’s board of directors. The Paul Hastings group was also regulatory and bankruptcy counsel to BankUnited’s holding company. Paul Hastings banking partner John Douglas and corporate partner Erik Belenky in Atlanta, and bankruptcy partner Richard Chesley in Chicago worked with Jospin.

Skadden, Arps, Slate, Meagher & Flom partners David Ingles and William Rubenstein in New York and William Sweet in Washington advised Kanas and WL Ross, Carlyle, Blackstone and Centerbridge. Simpson Thacher & Bartlett also advised Blackstone, Carlyle and Centerbridge. Wachtell, Lipton, Rosen & Katz also advised WL Ross.

The BankUnited deal is the second acquisition of a bank by private equity investors this year. Banks have been failing in the U.S. at a rapid pace; BankUnited is the 34^th  bank insured by the FDIC to be closed this year.

A floundering mortgage company owes two law firms with Atlanta offices—Paul, Hastings, Janofsky & Walker and Littler Mendelson—nearly $2.3 million in legal fees. Other law firms around the country also are claiming the company owes them money.

The company, Accredited Home Lenders Holding Co., listed Paul Hastings as one of its 30 largest unsecured creditors in its bankruptcy filing in U.S. Bankruptcy Court for the District of Delaware. Court filings show Accredited owes Paul Hastings $1,932,371; its outstanding debt to Littler Mendelson is a more modest $362,726.

Spokespeople for Paul Hastings and Littler Mendelson both declined to comment on the case.

Accredited’s largest legal creditor is Kirkland & Ellis, to which it owes $1,959,843. Other law firms waiting for a payout are San Diego’s Luce Forward Hamilton & Scripps ($606,772) and the Alabama firm now called Bradley Arant Boult Cummings ($204,009).

In all, the company’s legal bills outstanding—at least to the firms which are on its list of largest unsecured claims—top $5 million, according to documents in its Chapter 11 reorganization filing.

Accredited, based in San Diego, was one of the largest mortgage originators in the country, with a focus on subprime loans. It was acquired in 2007 by private equity firm Lone Star Funds, and is now in the process of selling off its remaining assets. The company has listed debts in excess of $214 million just to its 30 largest unsecured creditors. Its bankruptcy petition lists total liabilities rising as high as $500 million, owed to some 10,000 creditors.

Attorneys from Hunton & Williams’ Dallas office are representing Accredited in its reorganization, along with Pachulski Stang Ziehl & Jones, a bankruptcy boutique with offices in California, New York and Delaware. 

Lawyers from McKenna Long & Aldridge are helping two software companies ink a deal that could be worth $310 million.

David Brown led a team of McKenna lawyers representing Waterloo, Ontario-based Open Text Corp. in its agreement to make Austin, Texas-based Vignette Corp. a wholly-owned subsidiary. Brown said the deal is slated to close in the third quarter of this year.

Both are publicly traded companies. Open Text, which Brown said will finance the deal itself, had 2008 sales of $725 million and employs some 2,900 people. The company offers a wide array of technologies but is known for its enterprise content management—or ECM—products, which help businesses access and store the data they generate, such as invoices and other documents.

The much smaller Vignette, with sales of $169.5 million and 643 employees, offers what Brown calls a “subset” of the ECM market—Web site content management, which involves capturing, controlling and accessing information through companies’ Web sites. Vignette’s net income was negative in all of 2008 and the first quarter of 2009, and its stock has ranged from a low of about $5.70 to a high of nearly $14 over the past year, according to information on Google Finance. It closed at $12.32 on Tuesday.

According to Brown, Vignette shareholders still need to approve the deal with Open Text. If the deal goes through, he said, shareholders will receive $8 per share, plus 0.1447 of an Open Text common share for every Vignette share they own. This equals about $12.70, as of share prices earlier this month, and represents a significant premium over share prices prior to the announcement of the deal.

Brown said that about 10 McKenna attorneys—including partners Charles E. Wilson  III and Frank S. Benjamin, as well as associates Clayton W. Coley, Allix J. Magaziner and Leah M. Singleton—from a variety of practice areas including intellectual property, corporate, mergers and acquisitions, securities and employment, helped staff the deal.

Lawyers from Wilson Sonsini Goodrich & Rosati represented Vignette. They include partner Brian K. Beard and associate Catherine D. Schnurr in the firm’s Austin, Texas, office, and partner Michael S. Ringler in the San Francisco office.

“As always with software companies in particular, there are very specific issues that each one has, so working through those issues can always be a challenge,” Brown said. “Intellectual property issues are always at the core of this.”

Brown said that although the deal market in general has been slow, McKenna’s transactional team has stayed busy and has not laid off any attorneys nor pared any summer associates from its roster—thanks to clients with sound financials taking advantage of what they see as a bargain hunter’s market.

Baby, it’s cold inside at Richmond Cold Storage Co., Inc., but that’s the way it’s supposed to be at the company just purchased by Atlanta Equity.

Financial terms of the deal were not disclosed, but Atlanta Equity, a private equity firm with $109 million in capital under management, tends to focus on lower middle market companies with revenues between $20 million and $200 million.

A team of lawyers from Smith, Gambrell & Russell represented Atlanta Equity. The lead lawyer, partner A. Jay Schwartz, said the deal was able to get financing for several reasons.

“Richmond Cold Storage has good credit and Atlanta Equity … put sufficient equity in the transaction that the lender was willing to lend the difference,” he said. “This was not leveraged like deals done two years ago.”

Other attorneys on the Smith, Gambrell team were partners David Santi, David Burge and Phillip Hoover, all in the Atlanta office, and Laura Andrew, a partner in the firm’s Jacksonville, Fla., office. Associates involved in the transaction were Julie Sebastian, Kathryn Bongiovanni, Emily Cacioppo and Jessica Clay of the firm’s Atlanta office, and associate Laura Andrew of the Jacksonville office.

Richmond Cold Storage, a Richmond, Va.,-based company, operates some 49 million cubic feet of temperature-controlled warehouse space stretching from Virginia to Alabama. The company also offers distribution and logistical services for food processors and distributors.

Richmond Cold Storage was represented by McGuireWoods, with Karl M. Strait, a partner in the firm’s Richmond office, as lead counsel for the company.

Other McGuireWoods attorneys involved in the transaction were partners Bill Fendley, Rob Cipolla, Rob Tyler and Alex Slaughter, as well as associates Brian Sorkin, Cris Rogerson and Heather Stevenson. All are with the firm’s Richmond office.

Cary Street Partners served as exclusive financial advisor to Atlanta Equity.

They say there’s a credit crunch, but you wouldn’t know that to look at the $775 million in loans that IntercontinentalExchange, Inc., just landed with the help of a team of lawyers from Locke Lord Bissell & Liddell.

According to an 8-K for the Atlanta-based company, which operates Internet-based marketplaces to trade futures, over-the-counter energy and commodity contracts and derivatives, the publicly-traded ICE swapped some outstanding credit facilities for the new $775 million in loans provided by a syndicate of banks. The syndicate was led by Wachovia Bank, N.A., and Bank of America, N.A.

Locke Lord partner Philip A. Cooper was lead outside counsel on the deal, working with ICE’s Associate General Counsel Andrew J. Surdykowski and Assistant General Counsel David C. Clifton, as well as Locke Lord associates Valerie Barton and Alexis Summers.

The banks were represented by partner Jeffrey A. Henson and associate Neill G. McBryde Jr. with Robinson Bradshaw & Hinson in Charlotte.

The new credit facilities provide for a 364-day senior revolving credit facility in the aggregate principal amount of $300 million, a three-year senior revolving credit facility in the aggregate principal amount of $100 million, a three-year senior term loan facility in the aggregate principal amount of $200 million and an amended senior term loan facility in the aggregate principal amount of $175 million.

Who says commercial real estate lawyers don’t have any work to do? Morris, Manning & Martin partner Vanessa Morris [photo, right] has a billing invoice to prove otherwise. Morris has been involved with the sale of two large Atlanta-area residential complexes in the past month. Morris advised the lender on both deals, which have a combined value of about $73 million.

On the first sale, Morris’s client was Primary Capital Advisors of Atlanta, which acted as the lender on the $25.8 million sale of the Block Lofts condo building [photo, below] on Ralph McGill Boulevard. The Connor Group, of Dayton, Ohio, acquired the property from Principal Real Estate Investors, a unit of Principal Financial Group Inc. Thompson Hine partner Darrel Davison in Columbus, Ohio, advised Principal.

In the second transaction, Morris was adviser to CBRE Capital Markets Inc., a unit of CB Richard Ellis Inc., the lender on the $47.4 million sale of Post Properties Inc.’s Post Dunwoody development. Post Dunwoody is a 530-unit complex on Peachtree-Dunwoody Road that was completed over several phases in the 1980s and 1990s.

The Post Dunwoody property was assessed at $33,252,900 in 2008, according to the Fulton County Tax Assessor’s office.

King & Spalding associate Amber Murray took the lead advising Post Properties, with supervision from partners Clay Howell and Dan Heller and with participation from Post in-house counsel Joe Bartlett. McClure & Kornheiser partner Michael Kornheiser represented the buyer, Dunwoody Station Apartments LLLP.