For the third time in three years, lawyers at Spell Pless Davis Saurol worked up the sale of Rockdale Medical Center of Conyers to a private company—and on Jan. 30, a deal finally closed, as it was taken over by LifePoint Hospitals Inc. of Brentwood, Tenn.

The deal probably took its toll on the copy machines and printers at nine-lawyer Spell Pless because of the Georgia Hospital Acquisition Act. The 1997 law requires the state attorney general to approve all sales of nonprofit hospitals to private entities after making sure the new owner has committed to, among other things, provide care to disadvantaged patients.

For the two aborted deals and the one that went through, Spell Pless lawyers engaged in the document-intensive AG review process, said Spell Pless partner Larry Pless.

“These AG applications are voluminous,” Pless said. “When you leave the office, you need multiple dollies to carry out all the binders.”

Rockdale Medical Center's first proposed buyer, Signature Hospital Corp. of Houston, was selected in an auction held in the spring of 2007. But Signature had difficulty solidifying its financing and had to restructure its $87 million offer. Later, Signature's financing collapsed completely and the company was forced to withdraw.

The Hospital Authority of Rockdale County, which administered Rockdale Medical Center, went back to the drawing board. The authority's investment bank, Houlihan Lokey Howard & Zukin Inc., held a new auction. The bank and authority decided to go with a company that had submitted a bid during the first auction. This deal was a winner.

In the deal, LifePoint acquired the 138-bed hospital Rockdale Medical Center for $80 million in cash. LifePoint owns 47 U.S. hospitals, located primarily in rural and ex-urban areas. Rockdale Medical Center is the company's first hospital in Georgia.

Getting regulatory approval from the AG's office required months of work for the attorneys and bankers involved, not to mention the volunteer members of the hospital authority's board of directors, Pless said.

Assistant attorney general Shereen Walls led the review of the LifePoint offer and assistant attorney general Ray Lerer led the review of the Signature offer. Only 18 proposed sales of nonprofit hospitals to private companies have been reviewed by the attorney general.

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Eva Graham founded Nioxin Research Laboratories Inc. in her garage in 1987. Since then, Graham and others have built the company into the best-known brand name for products that help improve the appearance of thinning hair, said Powell Goldstein partner Bill Shearer.

Graham cashed out on her successful venture this month, selling the company to Procter & Gamble Co. Shearer was lead corporate counsel to Nioxin on the deal. Terms weren’t disclosed, but The Wall Street Journal, citing unnamed sources, reported the sale price was about $300 million.

PoGo has handled Nioxin’s corporate work for a number of years, as well as its intellectual property work. PoGo also advised Nioxin on the IP aspects of its sale to P&G, reviewing its numerous trademarks and patents.

Nioxin, headquartered in Lithia Springs, makes scalp cleansers, conditions and other treatment products under its own brand name. Nioxin also makes other types of hair-care products like liquid sculpting gel and thickening spray. Nioxin’s products are sold in North America in national chain hair salons like Regis, as well as in independently owned salons. Nioxin’s products are also sold in Asia, Australia, Europe and South America.

P&G plans to integrate Nioxin into its operations over a two-year period, said Shearer [see photo, left]. P&G makes some of the world’s best-known consumer brands, including Crest toothpaste, Gillette razors and Tide detergent.

Jones Day lawyers from the firm’s New York office was counsel to P&G, Shearer said. Chorey, Taylor & Feil partner John L. Taylor Jr. said he is Nioxin’s outside general counsel.

Nioxin took financial advice on its sale to P&G from Paris-based Michel Dyens & Co. Shearer said Michel Dyens is one of the best-known investment banks in the niche of selling companies that manufacture and market consumer-branded products. Michel Dyens advised Sidney Frank when his company sold its Grey Goose vodka brand to Bacardi.