Alston & Bird partner Rosemarie Thurston [photo, right] is advising a broker-dealer that’s managing the initial public offering of a newly formed business development company.

Thurston’s client, FS² Capital Partners LLC of Orlando, Fla., is the broker-dealer for FS Investment Corp. FS Investment Corp. was established earlier this year, under the terms of the Investment Company Act of 1940, as a business development company. A BDC is a fund that provides individual investors the opportunity to invest in private equity and private debt offerings.

Some BDCs, such as Apollo Investment Corp. and BlackRock Kelso Capital Corp., are publicly traded. However, FS Investments Corp.’s shares will not be publicly traded, the company said. FS Investment Corp.’s offering will be the first “non-listed” public offering by a BDC, according to FS Investment Corp.’s legal counsel, Sutherland partners Steven Boehm and Cynthia Krus in Washington.

FS Investment Corp., based in Philadelphia, said in regulatory filings that it plans to offer equity and debt investments in small and medium-sized, privately owned U.S. companies.

FS² Capital Partners is affiliated with FS Investment Corp. FS Investment Corp. was formerly known as Franklin Square Investment Corp.

Want to live in an 8-bedroom mansion at Sugarloaf Country Club, once owned by a superstar NFL quarterback, complete with a movie theater and a 4-car garage? It can be yours for $4.1 million.

As part of a plan to sell his assets to pay off debts, former Atlanta Falcons quarterback Michael Vick is selling his Sugarloaf mansion. The sale of the Gwinnett County mansion, along with more houses, cars, yachts, sport-fishing boats, horses and more, was part of a reorganization plan filed on Wednesday in federal bankruptcy court by Vick’s lawyers, Crowell & Moring partners Peter R. Ginsberg and Michael Blumenthal.

Vick is serving a 23-month sentence in federal prison in Kansas for bankrolling a dogfighting ring in rural Virginia. He is scheduled to be released July 20. Although Vick remains on the Atlanta Falcons roster, Falcons owner Arthur Blank has said that he expects Vick will return to the NFL, but not with the Falcons.

Among the many disclosures found in the filing made in U.S. Bankruptcy Court for the Eastern District of Virginia:

* In early 2007, before he was indicted, Vick gave his younger brother, former Miami Dolphins wide receiver Marcus Vick, about $450,000 worth of jewelry as a gift. However, the bling, which includes a Breitling watch and diamond stud earrings, may not have been Vick’s to give. It’s unclear whether Vick made payments on the merchandise to Atlanta jeweler Aydin & Co., or whether Aydin gave Vick the jewelry to wear as a promotion for the company.

“There is an issue as to who owns the jewelry,” the Crowell & Moring lawyers wrote in the court filing.

* With his multimillion-dollar contract with the Atlanta Falcons and endorsement contracts with Nike, Rawlings and others, Vick financially supported his mother and siblings, his son, his son’s mother, his fiancée, Kijafa Frink, and the two children he has had with Frink, a 10-month-old and a 3-month-old. Vick allowed his family to live in homes he purchased and drive his cars while he also paid their living expenses.

* Vick’s family and fiancée drove nicer vehicles than he did. Vick gave his brother, Marcus, a 2007 Land Rover. He gave his mother two Cadillacs, and his fiancée a 2007 Infiniti. But Vick himself drove a 2007 Ford F-150 truck.

* Vick paid Sutherland partner Billy Martin $500,000 for defending him against the federal dogfighting charges. Vick paid Atlanta criminal defense lawyer Daniel R. Meachum $200,000, according to Meachum spokeswoman Monica Wood.

* Vick gave his former personal manager, David Talbot, a 2008 Mercedes and $35,000 in cash as part of his compensation. Vick’s bankruptcy attorneys later learned, however, that Talbot had filed for Chapter 13 bankruptcy protection on three separate occasions, and also had had multiple legal judgments filed against him. Additionally, shortly after Vick filed for bankruptcy protection, New Jersey state officials filed a complaint against Talbot alleging civil securities fraud.

* After he was convicted and sent to federal prison, some of Vick’s memorabilia from his football career was left behind at the Sugarloaf mansion. These items are being held for safekeeping by Vick’s former Falcons teammate Demorrio Williams, now with the Kansas City Chiefs.

Lawyers from Hartman, Simons, Spielman & Wood and Sutherland are the legal advisers on the bankruptcy court-approved sale of a Georgia natural gas marketer.

Sutherland partners Tom Byrne and Knox Dobbins advised MXenergy Inc. on its agreement to acquire Catalyst Natural Gas LLC for about $2 million. Hartman Simons partners Sam Arden and Joe DeLisle were counsel to Catalyst on the deal. The sale has received approval from U.S. Bankruptcy Court Judge Joyce Bihary and from the Georgia Public Service Commission.

Catalyst, of Atlanta, filed for Chapter 11 protection on Oct. 1 in U.S. Bankruptcy Court for the Northern District of Georgia. Catalyst was a natural-gas marketing company that had served 34,000 customers in Georgia. MXenergy, of Stamford, Conn., provides natural gas and electricity in the U.S. and Canada.

In addition to the sales agreement, a host of Atlanta-area attorneys are advising clients in the Catalyst bankruptcy proceedings.

Jones & Walden partners Leon Jones and Denise Dotson are bankruptcy counsel to Catalyst, while Powell Goldstein partner Robert Mercer is legal counsel to the official committee of unsecured creditors to Catalyst.

Cohen Pollock Merlin & Small partner Gus Small is representing interested party Gas South LLC, which said in a court filing that it estimates that it’s owed about $1.5 million by either Atlanta Gas Light or by Catalyst. That debt is a result of Catalyst under-supplying the natural gas system shared by the state’s gas-marketing companies, Small wrote in a court filing on behalf of natural-gas marketer Gas South.

McKenna Long & Aldridge partners Gary Marsh and Craig Dowdy and associate David Gordon are counsel to creditor Atlanta Gas Light Co.

Rogers & Hardin partners Kimberly Myers, Tony Powers and Robert Remar are representing creditor Georgia Natural Gas, a unit of SouthStar Energy Services.

King & Spalding partner Paul Ferdinands is counsel to creditor SCANA Corp.

Morris, Manning & Martin partners Becky Patrick and David Rabin are counsel to Infinite Energy Inc. on litigation it filed against Catalyst. Hartman Simons partner David L. Pardue is defending Catalyst in the Infinite Energy litigation.

Scroggins & Williamson partners Robert Williamson and Hayden Kepner are counsel to interested party Constellation Energy Commodities Group Inc. McDermott Will & Emery partners Nathan Coco in Chicago and Robert Stephens in Houston are also advising Constellation Energy.

Amid the carnage on Wall Street, two Atlanta law firms—Sutherland and Rogers & Hardin—may be keeping a particularly close watch on Bank of America’s surprise acquisition of Merrill Lynch.

Both Sutherland and Rogers & Hardin have historically performed a “significant” amount of work for Merrill in the area of broker-dealer arbitration, said RobbinsLaw founding partner Richard Robbins, who in May left Sutherland after 27 years. Robbins said he has represented Merrill in litigation, but that the Wall Street firm isn’t a current client.

It will probably be at least a year before Bank of America reviews the law firms that conduct work for Merrill, Robbins said, because Bank of America will have higher priorities in managing the integration of Merrill.

Sutherland partner Terry Weiss, who chairs the firm’s broker-dealer litigation and arbitration practice group, declined to comment on the Bank of America-Merrill deal or on how it might affect his law firm. Rogers & Hardin managing partner Steve Leeds could not be reached for comment.

Sutherland has represented Merrill in at least 44 broker-dealer arbitration cases, according to a news item on the law firm’s Web site.

In one case, Sutherland defended Merrill in a $6 million claim brought by a retired lawyer against Merrill and Smith Barney. A New York Stock Exchange panel denied all of the retired lawyer’s claims. Sutherland said it was the firm’s “44th zero result” for Merrill. Goodfriend v. Merrill Lynch, No. 2004-015309 (NYSE, Jan. 9, 2007).

Additionally, lawyers from Sutherland’s Washington office have advised Merrill on securities offerings and in regulatory matters concerning life insurance and annuity products, according to Securities and Exchange Commission filings.

As for Rogers & Hardin, a partner at that firm, Brett Rogers, represented Merrill in a 2007 case in which a profit-sharing plan trustee and a shareholder of the plan filed a tort action against Merrill. Hedquist v. Merrill Lynch, No. A06A1785 (Ga. Ct. of Appeals).

The volume of work in the area of broker-dealer arbitration tends to trail the market by a couple of years, with a bear market producing an increased number of cases and vice-versa, Robbins said.  Thus, the level of activity in broker-dealer arbitration is currently low, reflecting the last bull market. But the current bear market should produce an up-tick in broker-dealer cases in coming years, he said.

“When people lose money, they blame their broker,” Robbins said.

The law firm formerly known as Sutherland Asbill & Brennan snagged a piece of the legal work on Altria Group Inc.’s bid to purchase snuff maker UST Inc.

Altria is planning to acquire the maker of Copenhagen and Skoal smokeless tobacco for $11.7 billion in cash and assumed debt. The deal still requires approval from regulators and UST shareholders. Altria plans to sell UST’s snuff products along its own brand of tobacco products, including Marlboro cigarettes.

Working as tax counsel to Altria are Sutherland partners Reggie Clark in Atlanta and Cliff Muller in Washington and counsel David Roby in Washington, according to the law firm.

Clark and Muller have previously advised other corporate offshoots of Altria. Clark and Muller earlier this year were tax counsel to Kraft Foods Inc. on its $2.6 billion spin-off and merger of its Post cereals unit to Ralcorp Holdings Inc. Kraft was spun off from Altria, when the company was known as Philip Morris, in March 2007. Altria still sells its tobacco products under the name Philip Morris USA.

In the deal for UST, a team of lawyers from Hunton & Williams’ New York and Richmond, Va. offices is corporate counsel to Altria, led by partner Jerry Whitson; and Arnold & Porter is Altria’s regulatory counsel, according to a press release and Securities and Exchange Commission filings. Skadden, Arps, Slate, Meagher & Flom is corporate counsel to UST and Sullivan & Cromwell is advising a committee of UST’s board.

Some lawyer directories are more exclusive than others.

Consider that Super Lawyers features more than 200 mergers & acquisitions lawyers from Atlanta in its 2008 edition. The Chambers Guides lists more than 30 M&A lawyers from 16 Atlanta law firms. But the International Who’s Who of Merger & Acquisition Lawyers has picked only five.

The Who's Who lawyers are: Kilpatrick Stockton partner Stan Blackburn; King & Spalding partner Michael Egan; Paul, Hastings, Janofsky & Walker partner Walter Jospin; Sutherland partner Mark Kaufman; and Alston & Bird of counsel Sid Nurkin.

There are other differences between the publications. It’s possible for an attorney to purchase an advertisement in Key Professional Media Inc.’s Super Lawyers directory to call more attention to his listing. Who’s Who Legal and Chambers both say that lawyers cannot buy a listing in their guides.

The editors of the Who’s Who guide say that they compiled their listing by canvassing and analyzing the opinions of law firm clients and M&A lawyers “from around the world.” The Who’s Who guide is one of a series, organized by legal practice areas, published by Law Business Research Ltd. of London. The 2008 guide for M&A lawyers sells for 80 British pounds.

Lawyers from New York-based law firms are well represented in the Who’s Who guide, including Cravath, Swaine & Moore partner Richard Hall and Wachtell, Lipton, Rosen & Katz partner Martin Lipton. The Who’s Who guide culled names from most U.S. states, as well as from dozens of countries, including Australia, Canada, Germany, South Africa and the U.K.

King & Spalding partner Woody Vaughan III was bond counsel to the Gwinnett County (Ga.) Water and Sewage Authority on a $190 million bond sale. Sutherland partner Matthew W. Nichols and associate Sarah Belcher Storey were disclosure counsel.

The Gwinnett water agency is selling the revenue bonds to finance upgrades to its water reclamation facilities, building a new drinking water pipeline and a reuse water pipeline to Lake Lanier [left]. Following the upgrades, most of Gwinnett’s treated wastewater will be returned to the Chattahoochee River and Lake Lanier. Gwinnett is Georgia's second-largest county by population and is the future home of the Atlanta Braves' AAA minor-league baseball team.

Webb Tanner Powell Mertz & Wilson partner William G. Tanner in Lawrenceville is outside counsel to the Gwinnett County Water and Sewage Authority. Andersen, Tate & Carr partner Michael L. Sullivan in Lawrenceville is chairman of the authority. Karen G. Thomas is the Gwinnett County Attorney.

An Alpharetta company that makes equipment for flat-proofing tires picked Baker, Donelson, Bearman, Caldwell & Berkowitz partner David Cooper to be legal counsel on its merger.

Cooper’s client, Urethane Holdings LLC, agreed to combine with Pathway Polymers Inc., of Chattanooga, Tenn. Cooper’s legal team of Atlanta attorneys included Baker Donelson associate Valerie Woodrick on corporate matters, partner Rick Walker on intellectual property matters, and associate Michael Evans on tax. Sutherland intellectual-property partner Dan Warren and associate Debbie Butler, both in Atlanta, prepared Urethane’s patent portfolio for the merger. Robinson, Bradshaw & Hinson advised The Vita Group, the British parent company of Pathway Polymers.

Urethane makes Recycler-brand tire fill machines that “deliver tire fill to tires and wheel assemblies for both lightweight and heavyweight products,” according to a press release. Urethane sells its products directly to original equipment manufacturers, Cooper said.

Cooper snared Urethane as a client through a reference from an accounting firm that was performing work for Urethane and with whom Baker Donelson had worked previously.

Post Raisin Bran is known for being full of vitamins and also being cholesterol-free. But did you know it’s also sometimes tax-free?

Sutherland partner Reggie Clark in Atlanta was part of a team that advised Kraft Foods Inc. on the spin-off and merger of its Post cereals unit to Ralcorp Holdings Inc. in an all-stock, tax-free deal valued at $2.6 billion. After the merger, Kraft shareholders will own about 54 percent of the new Ralcorp entity and Ralcorp’s existing shareholders will own 46 percent of the new company.

Clark, along with fellow Sutherland tax partners Cliff Muller and Randy Buchanan in Washington, advised Kraft on the tax-free transaction. Sutherland is formerly known as Sutherland Asbill & Brennan.

Cravath, Swaine & Moore advised Kraft on corporate matters related to the transaction. Ralcorp general counsel Charles G. Huber Jr. performed due diligence for his company on corporate matters and the firm hired Bryan Cave for legal advice on tax issues.

Kraft, of Northfield, Ill., makes Oreo cookies, Maxwell House coffee and Kraft cheese. Ralcorp, of St. Louis, is the largest U.S. maker of private-label cereal, cookies, crackers, peanut butter, ketchup and other food items.

Hewlett-Packard’s proposed buyout of Electronic Data Systems is prompting many companies to question whether now’s the time to dump HP or EDS as their technology-outsourcing vendor, says Sutherland partner Scott M. Hobby.

Whether many companies actually pull the trigger is another question, Hobby said.

HP on May 13 said it had agreed to acquire EDS for $13.9 billion, making the company the second-largest provider of computer services to corporations and governments. After the merger announcement, Pillsbury Winthrop Shaw Pittman partner Robert E. Zahler published a client alert that said that HP and EDS customers should review the change-of-control provisions in their contracts with HP and EDS to assess whether now is the time to dramatically restructure the contracts or terminate them.

Hobby, an outsourcing partner at Sutherland (formerly Sutherland Asbill & Brennan), said that while it's true companies should review the contracts, it’s extremely expensive for a company to switch technology providers.

“It’s really a big undertaking to leave your service provider, so a lot of this is more apparent than real,” Hobby said. “You’d have to be really unhappy with HP or EDS to pull this trigger.”

That won’t prevent some HP and EDS customers from, at the very least, trying to wring new concessions from their vendors. HP and EDS executives are in the midst of road shows to pitch to clients why the newly merged company will be able to provide better service than before, Hobby said. In these meetings, companies will take the opportunity to raise complaints.

“There is going to be a lot of saber-rattling when HP or EDS come calling,” Hobby said.More...