The franchisor of the popular Mellow Mushroom pizza joints just got a bigger piece of the money pie thanks to a $25 million credit facility from GE Capital.

Given the tight-fisted credit markets, almost any sort of leverage is news these days. So it’s remarkable that Atlanta-based franchisor Home-Grown Industries of Georgia Inc. landed a five-year senior term loan of $21 million and a $4 million revolving credit facility.

“Frankly, I was surprised that we were able to get this deal done on a senior debt basis,” said Lawrence M. “Larry” Gold, the Carlton Fields partner who represented Home-Grown. “I give credit not only to the company but also to [investment bank] Croft & Bender for finding someone like GE Capital who was willing to finance this without a mezzanine piece and without an equity piece. That’s tough to do even in good economic times.”

(For those of you not versed in deal-speak, a credit facility is simply a loan or collection of loans or letters of credit taken on by a corporation; senior debt is debt that merits priority repayment in the event of a liquidation; mezzanine financing is, generally speaking, a hybrid of debt and equity-based financing; and pepperoni is--oh, never mind. Do you really wanna know?)

Gold, who has represented the franchisor in various capacities for about three years, said the deal came together extremely quickly—in just six weeks—because GE Capital, represented by lawyers from Kutak Rock’s Denver office, wanted to book it in the third quarter.

Several factors influenced Home-Grown’s ability to get the loans, according to Gold. The privately owned company, he said, is extremely well run and franchises are one type of business lenders still are willing to finance.

Also, it had very little senior debt—between $5 million and $6 million—and it increased profits even in the down economy.

Gold explains the profit increase by quoting Mellow Mushroom CEO Richard Brasch: “Even in tough times, people eat pizza and drink beer.”

Brasch, reached at his office, amended that quote a little, saying, “Actually, people eat pizza and probably drink more beer, depending on how tough times are.”

And they do so at more than 100 Mellow Mushroom franchises, most of them in Georgia, North and South Carolina, Tennessee, Alabama and Florida.

As for Gold, he praises his client’s ability to provide value for the money, saying: “Their pizza’s not the cheapest, but it’s good, and that’s a value proposition that works.”

His favorite slice is topped with tomato sauce, cheese, mushrooms—and a smidge of onion.

The developer who created Georgia shopping venues, including the Forum on Peachtree Parkway, has filed for bankruptcy protection in a multipronged Chapter 11 reorganization involving at least $177 million in debt.

Various entities of Fourth Quarter Properties, founded by Newnan-based real estate developer Stanley E. Thomas, are seeking reorganization in six different actions filed in the U.S. Bankruptcy Court for the Northern District of Georgia. Thomas, according to his attorney, has more than 200 operating companies around the country.

The actions, which likely will be consolidated, involve three different properties: an undeveloped 104-acre plot of land known as Prospect Park in Alpharetta near Georgia 400; The Rim, an 800-acre mixed-use development in San Antonio, Texas, which hosts a massive Bass Pro Shops Outdoor World, JCPenney, an IMAX theatre and a Maggiano’s Little Italy restaurant; and another property, which is not described in the filing, but is known as Village Pavilion.

Other Georgia properties operated by Thomas—Forum at Ashley Park and Newnan Crossing, both in Newnan, and the Forum on Peachtree Parkway—are not listed among the debtors.

James P. Smith at Stone & Baxter in Macon is handling five of the six cases. He said Wachovia holds a lien on the Alpharetta property, which has debt of about $60 million.

The Rim, he said, has filed four separate actions involving different debtors, each of which owns a portion of the shopping center and has its own tenants. “There are some common trade creditors, and there are five banks which hold a lien on all four properties, and all the filing entities are jointly obligated on a debt of about $116 million.”

In that debt, he said, Wachovia serves as the administrative agent for itself and four other banks: Compass Bank, PNC Bank, Carolina First Bank and Aliant Bank.

The sixth case, which involves the Village Pavilion property, is being handled by Jeffrey F. Montgomery and Jason C. Grech at Cushing, Morris, Armbruster & Montgomery. Grech declined to comment; Montgomery could not be reached by deadline.

According to the bankruptcy petition, Village Pavilion has between $1 million and $10 million in debt.

Smith said the debtors he represents decided to file for reorganization not because the shopping centers have been hit by the down economy but because they were unsuccessful in converting short-term loans, which had come due, into long-term loans. A foreclosure action was running, he said, and reorganization seemed the best option.

“The loans had all matured, and they were negotiating with the banks to renew them. They couldn’t pay the full $116 million in cash, but the properties have close to $700,000 in excess cash flow each month, so there’s plenty of money to amortize debt. But for whatever reason, they couldn’t make a deal,” he said. “We all know that banks are more reluctant to make loans these days. I’m not sure what the dynamics were on the bank side.”

The debtors have petitioned for consolidation, but for now, the cases are: Fourth Quarter Properties XLVII, No. 09-13959; Fourth Quarter Properties 118, No. 09-13960; Fourth Quarter Properties 140, No. 09-13961; Fourth Quarter Properties 161, No. 09-13962; Fourth Quarter Properties 162, No. 09-13963; and Fourth Quarter Properties V Inc., No. 09-13968.

Simmons Co., the mattress-maker which in late September announced plans to sell itself to investors, has just completed the next step in its efforts to bounce back from financial troubles stemming from $1 billion in debt. On Monday, the company filed for Chapter 11 bankruptcy reorganization.

On Tuesday, U.S. Bankruptcy Judge Mary F. Walrath of the District of Delaware signed an interim order authorizing Simmons to obtain up to $35 million in post-petition debtor-in-possession, or DIP, financing. Up to $15 million of that is accessible immediately and slated to be used for working capital and general corporate purposes pending entry of a final order.

Walrath also OK’d the debtors’ use of up to $40 million in cash collateral for continuation of the business, including payroll and general corporate obligations.

A final hearing is scheduled for Dec. 10.

Simmons is represented in the bankruptcy by attorneys from Richards, Layton & Finger in Wilmington, Del., and by attorneys from Weil, Gotshal & Manges in Houston. Lawyers from Simpson, Thacher & Bartlett in New York are representing the DIP agents and the pre-petition agents, which include Deutsche Bank Trust Company Americas and Deutsche Bank AG New York Branch.

In filing this prepackaged bankruptcy, Simmons plans to whittle its $1 billion in debt to $450 million, according to an earlier interview with the company’s general counsel, Kristen K. McGuffey. The mattress-maker intends to do that by selling itself for $760 million to affiliates of Ares Management, a Los Angeles-based investment management firm, and Teachers’ Private Capital, the private investment arm of the Ontario Teachers Pension Plan.

Though Simmons’ mattress sales were affected by the economic downturn, a report issued by Moody’s Investor Services and cited in the New York Times blames the company’s financial troubles more on how it was managed by the private equity firm that owns it, Thomas H. Lee Partners.

Moody’s compares the very different fates of Simmons and  another mattress company, Sealy, both of which were sold to private equity firms in 2004 for $1.1 billion and $1.5 billion, respectively, and both of which had roughly the same leverage.

According to Moody’s, Thomas H. Lee essentially used Simmons as a piggy bank, paying itself for its investment by getting the mattress maker to twice issue debt. Simmons raised $450 million, $375 million of which went to Thomas H. Lee, Moody’s reports.

By contrast, Sealy’s private equity owner, Kohlberg Kravis Roberts, elected to pay itself back by taking the company public in 2006.

The difference: When the economic downturn softened mattress sales, Simmons had a far higher debt level than Sealy. Sealy was able to amend its credit agreements, Moody’s reports. Simmons, as bankruptcy documents attest, wasn’t so lucky.

The case is Simmons Co. 09-14037.

Six Flags Inc. has revamped its Chapter 11 bankruptcy reorganization plan in an effort to gain broader support from its creditors, according to a disclosure statement filed with the amusement park company's second amended joint plan of reorganization last week in U.S. Bankruptcy Court for the District of Delaware.

The reorganization initially was filed in June on behalf of 37 Six Flags entities. (The three Georgia properties in the Six Flags family—Six Flags Over Georgia, Six Flags Whitewater and American Adventures, are not listed among properties that are part of the reorganization.)

The Six Flags entities sought to restructure more than $2.7 billion in debt and preferred equity obligations racked up between 1998 and 2005. Those occurred under a prior management team that made large capital expenditures on new attractions and purchased additional theme parks right before the economic downturn reduced consumer spending, particularly on discretionary activities such as entertainment.

Six Flags, based in New York, is represented by attorneys from, primarily, the New York and Chicago offices of Paul, Hastings, Janofsky & Walker and the Wilmington, Del.-based Richards, Layton & Finger.

The company noted in its disclosure that the terms of its prior reorganization plan were affected by the poor economy, the limited availability of credit and “the unwillingness of some debt holders to negotiate a consensual plan with the debtors on terms that permitted a successful reorganization.”

Now, despite a challenging amusement park season hampered by bad weather in the Northeast, swine flu fears and continued consumer reluctance to spend money on discretionary entertainment, the credit markets have begun to stabilize, according to the disclosure, which added that those markets now offer financing opportunities that weren't available when the plan first was filed.

After “extensive discussions with a wide variety of creditor constituencies,” Six Flags believes it has found an “ultimate plan that will secure broad support, if not be entirely consensual,” the disclosure says.

That plan involves the company's securing an additional $950 million in new debt financing. Of that, $800 million is a senior secured credit facility including a $650 million term loan and a $150 million revolving loan facility. According to the disclosure, the rest of the money will come from a $150 million multi-draw term loan facility from Time Warner, a pre-existing creditor and the former owner of the Six Flags entities. Time Warner sold the parks to Premier Parks Inc. in 1998.

This move will allow secured and some unsecured creditors to be paid at 100 percent, according to the disclosure; the payoff for note holders, depending upon their status and the entity to which they extended credit, will range from zero up to 47 percent of the debt.

Also under the new plan, the holders of some unsecured claims will be able to convert that debt to new common stock to be issued by the reorganized company, and those creditors also will have a limited right to purchase pro rata shares of up to $450 million in new common stock from a planned rights offering.

These aspects represent an improvement over the original plan, which would have paid most note holders less than 10 percent. Also under the original plan, pre-petition creditors' claims against Six Flags and some of its subsidiaries would have been converted to 92 percent of the common stock issued by the reorganized company and claims against another Six Flags entity would have been discharged and exchanged for a new guaranty.

The new plan is subject to approval by creditors; a voting date has not yet been set. An informal committee of creditors, a steering committee of pre-petition debt holders and Time Warner all have said they'll support the plan, according to the disclosure statement.

The case is In re: Premier International Holdings Inc., No. 09-12019. Premier International Holdings is a wholly owned subsidiary of Six Flags Theme Parks Inc., but Six Flags requested in court documents that Premier be the lead debtor in the case.

It’s not every day that Nelson Mullins Riley & Scarborough partner Jeffrey A. Allred gets to rub elbows with the likes of celebrity physician Mehmet Oz and the queen of talk herself, Oprah Winfrey.

But on a recent trip to Chicago, he did just that in the service of a complicated deal that brings together a variety of high-profile medical, media and technology entities to form Sharecare Inc., the latest brainchild of WebMD founder Jeff Arnold.

The idea behind Sharecare, a Web site slated to launch in 2010, is to provide a platform connecting consumers who have health-related questions with answers and information provided by well-known medical centers such as Johns Hopkins Medicine; health and wellness authors including Dr. Dean Ornish; celebrity doctors such as Oz; local physicians and even other healthcare consumers in a social media-type format.                     

Sharecare also will link users by offering online prompts to help consumers ask more detailed medical questions, direct them to Web sites run by Sharecare content providers and even allow them to buy individual chapters from healthcare-related books.

These sorts of information connections seem especially fitting given the web of business connections that link Sharecare’s six co-founders—not to mention its lawyers at Nelson Mullins.

The company’s founders are Discovery Communications, Harpo Productions, Sony Pictures Television, HSW International, Oz and Arnold.

Allred said he has known Arnold, a University of Georgia-educated entrepreneur who sold WebMD in 1999 for a reported $2.5 billion, for more than a dozen years. The two met when Allred was with Premiere Global Services Inc., an Atlanta communications technology company where he served as president and chief operating officer.

“We met Jeff Arnold when he was starting Web MD, and we were fortunate enough at Premiere to invest in that company as a strategic partner and that investment did quite well,” Allred said.

Years later, Arnold asked Allred to handle Sharecare’s legal work. “We were charged with executing, really, the vision that Jeff Arnold and his team brought to the table, which was to combine these very important media players … and also to help paper the relationship between Sharecare and various knowledge and content partners,” Allred said.

The connections between many of those people and entities come from Arnold, who, after selling WebMD, went on to acquire How Stuff Works, a Web site that explains difficult concepts in simple terms. How Stuff Works was an affiliate of Sharecare co-founder HSW International. Arnold in 2007 sold How Stuff Works to Sharecare co-founder Discovery Communications.

Through Discovery, said Allred, Arnold met Oz, who has appeared on The Oprah Show a number of times—leading to the connection with Sharecare co-founder Harpo Productions, which produces both The Oprah Winfrey Show and The Dr. Oz Show.

Oz’s show is co-produced by another Sharecare co-founder, Sony Pictures Television; Oz, along with Dr. Michael Roizen, co-authored the bestselling book "YOU: The Owner’s Manual." Roizen is a Sharecare content provider, as is the book’s publisher,  HarperCollins. Oz and Roizen work, respectively, with New York Presbyterian Hospital and the Cleveland Clinic, both of which will provide Sharecare content.

“The brilliance is in getting all these companies to come together,” said Rusty Pickering, a Nelson Mullins partner who handled corporate governance and other aspects of the deal. “Jeff [Arnold] spent a lot of time getting these people together.”

Sharecare’s lawyers at Nelson Mullins spent their time, in addition to handling licensing, tax and other issues, getting the co-founding companies together.

One of those transactions involved representing Sharecare in its purchase of DailyStrength from Sharecare co-founder HSW International. DailyStrength.org is a social network designed to connect people dealing with health issues such as depression, cancer and alcoholism to one another.

According to HSW’s most recent 8-K, filed with the Securities and Exchange Commission earlier this month, HSW got about a 20 percent equity stake in Sharecare valued at $1.25 million and is providing Web design and development services in exchange for the DailyStrength assets and a technology license agreement. Sharecare also agreed to assume DailyStrength’s liabilities, including a potential earn-out payment of up to $3.525 million.

Allred said the terms of the other deals linking Sharecare’s co-founders have not been disclosed.

Sharecare’s other lawyers at Nelson Mullins include Atlanta partners Donna K. Lewis, Brian S. Galison and Paul J. Cox, as well as associate Hemant Dutta.

Harpo was represented by in-house counsel and lawyers from Much Shelist Denenberg Ament & Rubenstein in Chicago; HSW was represented by in-house lawyers and Wyrick Robbins Yates & Ponton in Raleigh, N.C.; Sony and Discovery were represented by their respective in-house counsel and Oz was represented by Grubman Indusky & Shire in New York.

Allred said he went with Arnold to meet Oz in his greenroom just before the physician made an appearance on The Oprah Show. He described Oz as “very charismatic, very intelligent, very intense and very energetic.”

He also—briefly—met Oprah herself, as well as Discovery CEO David Zaslav and Discovery’s digital communications head Bruce Campbell. “There were a lot of, you’d call them famous folks that were involved in this,” he said, then added, laughing, “Certainly, we’re not among them.”

On Wednesday, Arnall Golden Gregory partner Tycho Stahl was driving on the Autobahn near Münster, Germany, logging yet more miles on what has, so far, been a two-week, 3,000-mile road trip to meet with clients interested in doing business in the United States.

But his thoughts weren't only on the roadway famous for its high rates of speed. He was focused on Meriwether County, Ga., where he'd just completed a $9 million deal to bring the U.S. affiliate of a German client that makes components used in steel manufacturing to the rural south.

It's just one of a number of cross-border transactions that Stahl, a German native educated in the United States, is juggling these days. Speaking on his cell phone, he said that European companies—many of them family-owned and able to fund transactions with their own cash rather than by chasing scarce bank financing—are looking for opportunities in the United States because they have clients here.

U.S. communities are making them feel welcome with tax incentives, financial guarantees and help in training employees, constructing buildings and acquiring land and equipment.

Stahl's client, Gustav Wiegard Maschinenfabrik GmbH & Co., is a fourth-generation family business based in Witten, Germany, and its U.S. affiliate, Gustav Wiegard North America LP, is financed by a number of investors from around the globe. Wiegard manufactures huge, multi-ton rollers used to flatten cold-rolled steel.

The company, said Stahl, wants to come to the United States because one of its clients, ThyssenKrupp Steel and Stainless USA is building a $4.6 billion state-of-the-art steel and stainless steel processing facility in Calvert, Ala.

Meriwether, a rural county about 50 miles southwest of Atlanta with a population of about 22,500 spread over about 500 square miles, used a combination of incentives, financing and good chemistry to compete successfully against a number of other communities and win the deal.

Tyron C. Elliott of the Elliott Law Firm in Manchester, Ga., represented the Meriwether County Industrial Development Authority. “We've worked with Gustav Wiegard for a year, and we went to Germany to tour their plants,” he said. “We didn't know a great deal about the business of making these steel rollers, so we had to learn a lot.”

One of the things they learned, he said, is that the Wiegard executives weren't just interested in the bottom line; they were interested in developing a good, working relationship with the authorities in the region where they located.

So the Industrial Authority, along with the Metro Atlanta Chamber of Commerce and the State of Georgia worked together to offer Wiegard a deal. That deal, said Elliott, includes building the company a 30,000-square-foot, $2.5 million to $3 million plant, financed in part by the Industrial Authority via a loan from F&M Bank and Trust Co. which will be offered to Wiegard on a 10-year lease-purchase arrangement. The building will be in a state-of-the-art industrial park that already has one international business in operation, the Korean Dongwon Autopart Technology, which supplies components for the Kia Motors automobile plant in West Point, Ga.

The deal also includes financing for Wiegard's equipment and machinery, provided by another local bank, Meriwether Bank & Trust. And it includes a rebate on Georgia income and unemployment taxes under a state economic stimulus program and access to an employee job training program through a branch of West Georgia Technical College.

A number of other communities offered incentives, too, said Elliott, and delegations from Auburn and Pell City, Ala., even traveled to Germany to meet with Wiegard executives.

“There are many high-quality communities, high-quality industrial parks that have great highway access, great can-do attitude and are willing to make land available,” said Stahl. “I think where Meriwether came out ahead is they all put their shoulders together and pulled. It's the State of Georgia; it's the Metro Atlanta Chamber of Commerce; it's the county, which provided loan guarantees; the local banks; the developer; the Meriwether Industrial Authority.” And, he said, they all worked to develop relationships with Wiegard.

Wiegard, with revenues Stahl estimates in the low nine-figure range, has sales offices all over the world, including one in Washington State. But it now will consolidate its U.S. operations in Meriwether County, where the plant is expected to be up and running by mid-2010. Elliott said the plant, which is planned as a multiphase project, initially will employ 50 people, and later add about 30 more.

Stahl, who worked on the deal with about a dozen other Arnall Golden lawyers including John L. Gornall, Steven A. Kay, Neil P. Mulcahy, Hyun-Zu “Yonni” Kim, John G. Spinrad and Stephen P. “Steve” Pocalyko, said his team's work includes negotiating and drafting project agreements and contracts, handling employment-related legal work, real estate issues, environmental matters and permits and financing for construction and suppliers.

He said Wiegard, like his other European clients—the one he was driving to see on Wednesday was a supplier for the oil and gas industry interested in coming to Texas—also want their U.S lawyers to minimize their risks of doing business here.

So what Stahl and his team also do is set up U.S. arms of the company early on, negotiate with customers and suppliers so that the contractual risk stays with the U.S. entity and set up insurance so that liability stays with the U.S. entity.

“People have heard horror stories about product liability and similar things in the United States, and about lawyers run amuck. They worry about market risks.” But, he added, “Georgia has some pretty amazing [incentive programs], as do other states. All of those things help reduce the risk to foreign companies entering the U.S. market. Most Europeans when they come to the region are favorably surprised by the engagement in the region.”

Small-business bankruptcies are declining in Atlanta, falling 44 percent between the second and third quarters of this year, according to data from Equifax.

The Atlanta-Sandy Springs-Marietta area ranked fifth in the nation for the number of small-business bankruptcies in June; at the end of September, the area had fallen to 15th place. The city with the highest number of small-business bankruptcies is Los Angeles.

Savannah made the list of 15 metro areas with the fewest small-business bankruptcy filings.

Nationwide, commercial bankruptcies among the country's 25 million small businesses increased by 44 percent from the third quarter of 2008 to the third quarter of 2009. In the month of September alone, the most recent month for which complete data are available, total bankruptcy filings around the country rose 27 percent, from 7,386 in September 2008 to 9,361 in September 2009, according to the Equifax analysis.

Equifax, which analyzed Chapter 7, 11 and 13 filings to collect this data, defines a small business as a commercial entity with fewer than 100 employees.