Southwire Company, with the help of a team of lawyers from Paul Hastings Janofsky & Walker, has closed on a deal to acquire a developer of tools and equipment used to install and manage electrical wire and cable products.

The companies’ functions are complimentary: Southwire, based in Carrollton, is one of the nation’s largest producers of wire and cable; its target, Phoenix-based Maxis LLC, was founded eight years ago by contractors and has developed technology used for, among other things, moving wire through a conduit.

Giving what he called a “50,000-foot description” of the process, Walter Jospin, the lead Paul Hastings attorney on the deal, explained that workers on a construction site may need to move, for example, 200 feet of wire through a cylindrical tube.

“How you get that wire through that conduit during construction or refurbishment, or how you repair it, is not as easy as it looks,” he said, especially if the wire is elevated or angled in some way. The Maxis technology, he said, facilitates the movement of the wire, promotes the safety of the workers and also provides workers with a sophisticated means of communicating with each other.

Financial terms of the deal were not disclosed. Southwire, a private company, had an estimated annual revenue of $4.9 billion in 2007, the most recent year for which data are available, according to the Atlanta Business Chronicle’s Book of Lists and the Forbes ranking of America’s largest private companies.

No credible data exist estimating revenue for Maxis, which is also a private company.

Southwire’s general counsel, Floyd Smith, along with Paul Hastings Atlanta tax partner Phil Marzetti, corporate associates Darcy White and Adriana Hristova and San Diego intellectual property partner Jane Song also worked on the deal. Maxis was represented by Mesa, Ariz., firm Udall Shumway & Lyons.

When Pasadena, Calif.-based environmentally friendly car company Hybrid Kinetic Motors wanted to build an automotive plant in Baldwin County, Ala., attorneys from Morris, Manning & Martin were in on the deal.

The plant, slated to begin production in 2013 with an initial investment of $1.5 billion, according to information from the law firm, will focus on production of low-emission vehicles with hybrid engines that use compressed natural gas, electricity and gasoline.

Morris Manning lawyers advised HK Motors in connection with organizational structure, contract and financing issues, intellectual property and technology transfer deals, local government incentives and employment issues.

Attorneys who worked on the deal are Tim Tingkang Xia, David Calhoun, Sandra Gardiner, Jason D’Cruz, Thomas Gryboski, Stephanie Simon, Kevin Wright, Bill Holley, Chris Glass and Daniel Sineway.

About a year ago, Troutman Sanders lawyer John Stephenson was sitting in the Chick-fil-A Bowl office near Centennial Olympic Park when his client, Bowl President Gary Stokan, proffered what you might call a modest proposal.

“He said, ‘I’ve got something I want to talk to you about,’” Stephenson recalled, adding that he’d come to Stokan’s office on a mundane Bowl matter. But when his client continued, the topic was anything but routine. “’We’re going to bring the College Football Hall of Fame to Atlanta,’” Stephenson said Stokan told him. “It was more of a statement than a question.”

It was an ambitious idea. Atlanta first tried—unsuccessfully—to lure the Hall of Fame, which is part of the National Football Foundation, in 1995. What’s more, the Hall of Fame, which opened that same year in South Bend, Ind., was bound in a 40-year contract with its host city.

But Stokan and George Morris, a former pro-football player and Atlanta business executive who spent 30 years as an official with the Southeastern Conference, persevered.

After more than a year of negotiations not typical of any deal Stephenson said he’s worked on, Stokan announced on Sept. 24 that Atlanta had trumped Dallas its quest to bring the Hall of Fame home. 

“From a lawyer’s perspective, it was really an exercise in patience,” Stephenson said. “We weren’t responding to proposed terms as you typically would in a bidding process. … We really had to … gauge the sensitivities of the situation. There was a lot of confidentiality, because the talks were going on for a year, and we really had to let the [National Football] Foundation manage their relationship with South Bend.”

Citing a statement made by Steve Hatchell, president of the NFF, Stephenson added, “This was not an RFP process. It was much more organic than that. The College Football Hall of Fame needed a bigger platform to further their goals.”

In South Bend, he said, the Hall of Fame had been garnering 60,000 to 70,000 visitors per year—far less than the expected 200,000. Atlanta, he added, being a tourist center in the middle of a football state, can probably offer 500,000.

No money changed hands in the deal, Stephenson said. “It wasn’t a money thing,” he said. “It was more about what the people on this committee that were trying to bring the College Football Hall of Fame here could offer them, and could show them the potential of what could happen here.”

Once negotiations on issues such as governance were complete with Dallas-based NFF, Stephenson said the parties operated more like partners than adversaries. 

Stephenson said he’ll continue to work with his client and the NFF’s counsel-- Holme, Roberts  & Owen in Colorado Springs, Colo-- on the terms of a definitive agreement to govern the relationship going forward.

Plans for the Hall, which in the letter of intent contemplates a 30-year deal with Atlanta, include building a 50,000 square foot facility likely to cost $50 million.

Stephenson said the Hall is considering several parcels of land around Centennial Olympic Park, but added that because it is so early in the process, it’s unclear how the building will be financed and who the construction and financing lawyers might be.

About $11 million in corporate sponsorships—including $5 million from the Chick-fil-A Bowl, $5 million from Chick-fil-A and $1 million from the Atlanta Development Authority—already have been committed. Troutman Sanders handled the documentation, to the extent there was any, on those commitments, Stephenson said.

Stephenson represented the Bowl pro bono, as he generally does on other matters. The Bowl is a non-profit organization which has given more than $1 million to charity in each of the past two years.

Also, he said, as an Atlanta native and Double Dawg, with bachelor’s and law degrees from the University of Georgia, he was simply happy to do the work. “I was bred to be a Bulldog,” he said. “That’s why I like to do this. I’m an Atlanta guy. I’m a football fan. And I was raised on Chick-fil-A sandwiches.”

It’s not every day that lawyers get to pave the way for the phrase so beloved by racing enthusiasts: Gentlemen, start your engines.

Stites & Harbison partner and car buff Bill Mathieu, along with partner Allen Bradley and counsel Richard Flexner, are among the few. In September, Mathieu helped his client, Atlanta Motorsports Park, close a nearly $2 million deal to buy 153 acres near Dawsonville—land slated to become a new, members-only performance-vehicle driving club.

The land itself even has a racing pedigree: AMP, as Atlanta Motorsports Park is known, purchased the acreage from EHK Investments, a company affiliated with racecar driver Bill Elliott’s brother, engine-builder Ernie Elliott. Mathieu represented AMP in the closing, while Flexner and Bradley handled financing and organizational structuring issues. Dawsonville attorney Shelly Townlee Martin represented EHK.

Though the environment in which the deal closed was hardly conflict free—a suit in Dawson County Superior Court raises nuisance and zoning challenges—plans for the AMP are ambitious and moving forward quickly.

Mathieu said the park could open as soon as spring of 2010, and that it would be the first facility of its kind in this part of the country.

He analogized the AMP to a golf club for car lovers. “It’s not a racetrack. You won’t see competitive events like the Petit Le Mans,” he said, contrasting the planned park with Road Atlanta, which hosted the Petit Le Mans over the weekend. “Likely AMP will never have anything like that. If you have a high-performance vehicle and need a place to legally enjoy it at speed, this gives you an opportunity to drive your vehicle as it was meant to be driven.”

The park is slated to have a more than two-mile track with at least six course configurations designed by Formula 1 track designers, the German architectural and engineering firm Tilke GmbH; a .79 mile track for karts; facilities for motorcycles; garages; a restaurant; and a racing school with Skip Barber as its consultant.

And—in a twist that is hardly usual for a venue focused on gas-powered vehicles—the track and its amenities are slated to be environmentally friendly.

“The idea is to make the track as green as possible,” Mathieu said. “It may make up front costs higher, but it will make operating costs lower in the long run.”

He said other lawyers at his firm are gearing up to help AMP garner energy tax credits for a planned solar farm. Other plans include using reclaimed rainwater for irrigation and flush toilets; solar-powered fans for interior air movement; and LEED certification for some buildings.

Mathieu said the $1,939,772 purchase price of the land was paid for in part by track memberships—which in the pre-construction phase range from $8,000 to $40,000, not including monthly fees; investor funding and some seller financing.

He estimated that total land, track and immediate improvement costs will run between $6 million and $8 million.

Speaking in the context of the troubled economy, Mathieu said the land-purchase deal comes at an “almost unprecedented time in the history of the real estate business, especially here, with Atlanta being such a commercial real estate town. This is exciting and, I guess, fairly unusual.”

Similar parks do exist in other parts of the country, he said, citing the Autobahn Country Club in Joliet, Ill., and the VIRrginia International Raceway in Alton, Va., as examples.

He said the idea of a membership track “is one of the things whose time has come for a number of reasons. One of the big things is automobiles have gotten so good, with the quality of tires and brakes and stability systems. They’re quick, and they’re way too quick to drive anywhere near the limits on the street. Plus, it’s illegal.”

This track, with what Mathieu calls its impressive elevation changes—it will be built on land even hillier than the Road Atlanta course—will even have a curve designed to mimic the Eau Rouge on the Spa Francorchamps course in Belgium.

“The theme is very similar to a long, sweeping, gradual incline up a hill, you’re turning practically the entire time,” he said, his enthusiasm for the sport evident. “Plus the radius of your turn will change repeatedly. … Originally, the Eau Rouge was a huge, long straight. Lately they’ve added a kink, called a chicane, to slow people down. This will look more like the original than the original.”

Mathieu said he has yet to ink his own membership at AMP. But, he said, it’s only a matter of time: “Being a real estate attorney, I’ve got some real estate investments that are not doing so well, but if I can get out of them, I’ll join. I’m a car junkie.”

When auto parts supplier Visteon Corp. filed for Chapter 11 reorganization, the company knew it wouldn't be able to continue to pay the hourly rates charged by its pre-petition patent enforcement counsel, Alston & Bird.

Alston & Bird, for its part, knew that the nearly $300,000 in legal fees and expenses it had received in the 90 days prior to the bankruptcy filing could be deemed an “avoidable transfer” under the Bankruptcy Code, according to court documents—meaning that a court could find that the firm received preferential payment and order recovery of that payment for equitable distribution among other creditors.

So the lawyers and their client struck a rather creative deal.

Alston & Bird agreed to credit Visteon with the $294,355 in legal fees the company already had paid in exchange for Visteon's releasing any claims against all pre-petition fees and expenses. Also, Alston & Bird and Visteon agreed to contingent-fee instead of hourly rate billing for future work enforcing 14 patents related to the company's GPS navigation system, according to court documents.

Neither Alston & Bird's lead partner on the case, Charlotte, N.C.-based William M. Atkinson, nor Visteon's Van Buren Township, Mich.-based senior vice president and general counsel, John Donofrio, returned calls seeking comment.

The Chapter 11 documents, filed in U.S. Bankruptcy Court for the District of Delaware, do not list Alston & Bird lawyers' pre-petition hourly rates. They do say that the firm spent “more than 1,000 hours” assessing Visteon's patent portfolio, discussing enforcement strategies and notifying some companies that they needed to obtain a license under one or more of the patents.

The firm's engagement letter, in the court file, lays out a variety of scenarios in which Alston & Bird's contingent fees would range from 20 percent to 40 percent depending on when in the litigation process the patent enforcement actions were resolved. It also notes that the firm will bear half of its litigation expenses, which will be reimbursed from any recovery. If expenses exceed recovery, the letter says, Alston & Bird will pay them.

Bankruptcy Judge Christopher S. Sontchi approved the “settlement and compromise” and authorized Visteon to employ Alston & Bird as special litigation counsel on Sept. 8, finding that the resolution was in the best interest of the Visteon estates, creditors and all other parties in interest.

Troutman Sanders' bankruptcy group practice leader Jeffrey W. Kelley, who is not involved in the case, said that while contingent fee arrangements are not unusual for special litigation counsel in the bankruptcy context, this deal is creative. “Someone,” he said, “had their thinking cap on.”

The case is In re Visteon Corp., No. 09-11786.

Kilpatrick Stockton lawyers served as Delta Air Lines bond counsel in the company’s recent plan for two private debt offerings worth $1 billion.

Partner Benjamin W. Barkley confirmed that he and partner David M. Eaton, along with attorneys in the firm’s tax, employee benefits and environmental groups worked on the deal.

The offerings, which have not yet closed, are structured as high-yield private placements under Rule 144A of the Securities Act. The first $500 million in senior secured notes will be due in 2014; the additional $500 million in second-lien notes will be due in 2015. Both are part of the airline’s plan to refinance some $1.5 billion in debt, including repayment of outstanding debt under Northwest Airlines’ senior corporate credit facility. Delta and Northwest merged last year.

The unusual aspect of the deal, said Barkley, is the way it is secured. Rather than being secured by equipment or airplanes, he said, “These bonds are secured … by Delta’s Pacific route system, so basically it is their authority from the U.S. and Japanese governments to fly to Japan and Asia and places like that; and their slots—the right to fly at a particular time and in a particular airspace; and then their gates, which is the right to fly into a particular space.”

Barkley said Delta used similar securitization when it acquired Northwest. “It’s been done before,” he said, “but it is just sort of unusual.”

Davis Polk & Wardwell in New York also worked on the deal, handling aspects of the loan for Delta.

When The Coca-Cola Co. and other investors spent $15 million for a minority stake in a California coconut-water company, King & Spalding lawyers were there, representing the beverage giant in the deal.

Coke, along with investors including Jesse Itzler, principal of marketing firm Suite 850 LLC, purchased approximately 20 percent of Zico Beverages, LLC. Zico produces flavored coconut-water sports drinks with, according to the company’s Web site, five electrolytes and more potassium than a banana.

King & Spalding partner Anne Cox, along with associates Chirag Shah and Christina Gibson, represented Coke. Lawyers from Cole, Schotz, Meisel, Forman & Leonard, with offices in four mid-Atlantic states, represented Zico; lawyers from Proskauer Rose in New York represented Suite 850.

Just a month after securing up to $15 million in private equity investment, Atlanta-based marketing company Definition 6, represented by Greenberg Traurig, has made its first acquisition.

Definition 6 acquired Creative Bubble, a video editorial, design, sound and production company based in New York. Definition 6 focuses on interactive marketing for clients including La Quinta Inns & Suits, Carter’s and Cox Enterprises. Creative Bubble, which has earned multiple Emmy Awards, counts Nickelodeon, The USA Network and Literary Partners among its clients.

Financial terms of the deal were not disclosed.

Greenberg Traurig Atlanta partners Stacey O. Gallant, Ronald W. Eisenmann and associate Ander C. Krupa handled the deal for Definition 6. Jeff Rothman and Stewart Rothman of Seligson, Rothman & Rothman in New York represented Creative Bubble.

Morris, Manning & Martin lawyers recently helped Santa Ana, Calif.-based client Grubb & Ellis launch two real estate investment trusts valued at more than $4 billion.

Partners Lauren Burnham Prevost and Heath D. Linsky represented the company when the SEC in late August declared the registration statement effective for a $3.3 billion initial public offering by Grubb & Ellis Healthcare REIT II. The REIT’s proceeds are slated for investment in, primarily, medical office buildings and other healthcare-related facilities.

In July, the Morris Manning lawyers helped Grubb & Ellis launch a $1 billion apartment REIT, according to information in the REIT’s registration statement.

Eclipse Aviation Corp., a company once bankrolled with a billion dollars from investors including Microsoft founders Bill Gates and Paul Allen, sold recently out of bankruptcy for just $40 million.

That’s according to Billy Ching, a partner at Nelson Mullins who represented the company which purchased Eclipse Aviation’s assets out Chapter 7 after approval by the U.S. Bankruptcy Court in Delaware.

Eclipse Aviation, an Albuquerque, N.M.-based company which makes high-tech, lightweight private jets, was founded in 1998 by Vern Raburn, a former Microsoft employee. “He’s the guy who brought in Bill Gates and Paul Allen,” Ching said.

Ching’s client, Eclipse Aerospace Inc., an investment group formed just for this purchase, was founded by investor Mason Holland, a “shrewd operator,” according to Ching, who also founded healthcare benefits software company Benefitfocus.com—which Nelson Mullins has represented—and retirement plan administrator American Pensions Inc.

The investors put up $20 million of their own money, he said, and financed the other $20 million using several private capital sources.

As Ching puts it, acquirer Eclipse Aerospace was “in the right place at the right time” to get a deal. 

He explained that target Eclipse Aviation’s market edge was its low cost. The planes, once listed on the company’s Web site at more than $2 million, are, according to Ching, less expensive to purchase than other lightweight planes. They also cost less to operate—about $700 an hour as compared to $1,100 or $1,200 an hour, he said.

“That’s what gave Eclipse a huge competitive advantage, and it’s still five years ahead of its time,” Ching said.

That competitive advantage, which enabled the company to attract investors such as Gates, Allen; insulin pump inventor Alfred Mann; the state of New Mexico, which invested $45 million in industrial revenue bonds and offered $770,000 in property tax abatements; and even a $100 million investment as recently as last year from the European Technology and Investment Research Center, wasn’t enough to protect the company when the economy began to crumble.

“They [pre]sold over a thousand planes and took deposits of nearly $1 million,” Ching said, explaining that the company delivered about 260 planes before the capital crunch hit and the debt markets collapsed and, as he puts it, “That was all she wrote for Eclipse.”

Would-be purchasers sued to retrieve their deposits, the company closed a production plant and laid off workers and vendors began demanding their money or, in the case of Pratt & Whitney Canada, repossessing engines. Eclipse Aviation, Ching said, had several hundred million dollars in equity but more than $600 million in debt. “The equity owners were so far underwater on the debt that it wasn’t worth continuing to fund the company,” he said.

So, in November 2008, Eclipse Aviation filed for Chapter 11 reorganization. As recently as six months ago, Ching said, another bidder offered $200 million to purchase Eclipse Aviation’s assets in a Section 363 sale. The bidder, he said, could not get financing and when the deal fell through, the estate no longer wanted to fund the company and converted the bankruptcy to a Chapter 7 liquidation.

“Before we submitted our bid, there were several potential bidders and we developed a deal strategy and bid that we thought would be attractive and also protect our interests, but fortunately, no one else came to the table,” Ching said.

The court approved the sale in just 10 days—the normal process would take 20 to 30 days, according to Ching. It was, he said, “Truly law at the speed of sound, resolving more than two dozen creditor objections.”

Ching worked on the deal with Nelson Mullins colleagues William R. Gaines and Keri Chayavadhanangkur in Atlanta, as well as Boston lawyers Peter J. Haley and Michael Hollingsworth II.

Eclipse’s principal note holders were represented by attorneys at Covington & Burling in New York; the bankruptcy trustee was represented by Cooch & Taylor in Wilmington, Del.