Lawyers from King & Spalding's Texas outpost advised the Houston Astros Baseball Club when it established a new Latin American baseball academy and sports complex in the Guerra Region of Boca Chica, Dominican Republic.

William A. "Pete" Musgrove, Martin Lythgoe and Angelica G. Alfaro from King & Spalding's Houston office advised the Astros on a build-to-suit lease with D. & F. Sports Field Services SA, and a construction agreement with Equipos y Construcciones del Cibao SA. The firm also is advising the Astros on the drafting of several service agreements related to the complex.

The complex, which was completed March 1, has 2 1/2 playing fields, six pitching mounds, batting cages and an observation tower. The facility also includes a building with classrooms; dormitories; a dining room and industrial kitchen; weight, training and equipment rooms; offices for managers and coaches; a clubhouse and a laundry.

The latest move in CitiGroup’s series of divestments involves selling part of its Duluth, Ga.-based Primerica Inc. life insurance business to private equity firm Warburg Pincus & Co., with a little help from its lawyers at Rogers & Hardin.

Partners Steven E. Fox and Alan C. Leet represent CitiGroup and its affiliates, along with attorneys from Skadden, Arps, Slate, Meagher & Flom. Lawyers from Wachtell, Lipton, Rosen & Katz represent Warburg Pincus, and the underwriters are represented by a team from Cleary Gottlieb Steen & Hamilton.

Fox declined to comment because the companies are still in the midst of the registration process.

According to an amended registration statement filed March 2, as part of a reorganization, Primerica will issue shares of common stock and warrants to purchase more to a CitiGroup subsidiary, along with a $300 million note at an annual 5.5 percent interest rate due in 2015.

Warburg will receive an unspecified number of shares and warrants in a concurrent private sale at a 5 percent discount off current book value. The aggregate purchase price of the common stock and warrants can be as high as $230 million, with an option—available for seven years—to purchase additional shares at list price for up to $100 million, according to the SEC filing.

The deal will give Warburg board seats and a significant—though unspecified—share of the company, with no more than 35 percent of the voting power after the initial public offering. CitiGroup will retain the proceeds of the IPO and sale to Warburg.

Prior to the offering’s completion, the amended registration statement says, Primerica also will ink three reinsurance transactions with CitiGroup, ceding to the larger company the bulk of its life insurance policies in force at the end of 2009, along with about $4 billion in assets to support the liabilities that the CitiGroup reinsurers are assuming.

One motivator for the deal, according to the amended registration statement, is to reduce CitiGroup’s insurance exposure. CitiGroup already has segregated or sold off other non-core businesses such as its Smith Barney retail brokerage in an attempt to rebuild its finances in the wake of the economic downturn and a $45 billion loan from the U.S. government.

Are we entering a new evolutionary stage in deal structures? A post on the New York Times Deal Blog by University of Connecticut law professor Steven M. Davidoff answers that question in the affirmative, citing changes in reverse termination agreements. According to Davidoff, who cut his transactional teeth as a deal lawyer at Shearman & Sterling, the structure of acquisitions is changing in the post-economic-crisis world as targets seek to bind acquirers as tightly as possible so as to avoid the type of deal demise that decimates share prices, and acquirers take the opposite tack, arguing for maximum latitude to end agreements if their financing falls through. Check out his analysis at Post-Crisis, the Evolving Structure of Deals. What do you think?

Lawyers from Jones Day and Sutherland worked on a transaction to help Atlanta-based Spectrum Brands Inc. unite with small-appliance-maker Russell Hobbs Inc. in a stock-for-stock deal.

The deal will create a new entity that retains the Spectrum name and is estimated to form a combined company with revenues of about $3 billion.

Jones Day attorneys, led by New York partner Robert A. Profusek and including Atlanta associates William J. Zawrotny and Brendon K. Durkin, represented a special committee of Spectrum's board of directors. Sutherland partner Mark D. Kaufman was lead counsel to Spectrum.

Spectrum and its special committee had different lawyers to avoid conflicts of interest because both Spectrum and Miramar, Fla.-based Russell Hobbs are connected to the same investor, Harbinger Capital Partners.

“The company that owned 100 percent of Russell Hobbs owned 40 percent of Spectrum, so they're getting paid on both sides of the transaction, in essence,” Kaufman said, explaining why the special committee and company had separate counsel.

“They're getting the value for Russell Hobbs and for their Spectrum shares, and they might have an interest different from everybody else.”

Spectrum, which is known for brands such as Rayovac batteries and Remington shavers, is a public company. Russell Hobbs, whose brands include Black & Decker, George Foreman and Farberware, is private.

“In these situations, you typically get a special committee to represent the interests of the public shareholders,” Kaufman said.

The all-stock transaction assesses Spectrum at an enterprise value—equity plus debt—of $2.6 billion, which translates into $965 million net of debt. It equates to $31.50 per share net of Spectrum's outstanding indebtedness.

Russell Hobbs is assessed at an enterprise value of $675 million, or $661 million net of debt.

The deal “provides a de-levered capital structure and longer-term financing,” Kaufman said.

The plan is to refinance Spectrum's secured term debt and asset-based lending facility. According to documents Spectrum filed with the Securities and Exchange Commission, the companies have received commitments from Credit Suisse, Bank of America and Deutsche Bank for about $1.8 billion in financing. The banks will refinance a portion of the existing senior debt of both Spectrum and Russell Hobbs through a combination of new term loans, new senior notes and a new $300 million asset-based lending revolving credit facility. The new term loans and notes are expected to mature in 2016 and 2017, respectively; the current term loans were set to mature in 2012.

The deal is expected to close this summer. If it does, to further reduce the combined company's leverage, Harbinger has agreed to convert its existing $158 million in aggregate principal of Russell Hobbs' term debt and about $207 million of its preferred stock into common stock of the combined company at a price of $31.50 per share. Harbinger then would own almost 64 percent of the combined entity.

Before the deal can close, it must survive a 45-day “go shop” provision that gives the special committee and its financial advisers a chance to seek other proposals.

Kaufman said his firm has represented Spectrum for about a dozen years. Zawrotny, who said he worked on negotiations and contractual matters, said this is the first time Jones Day has represented an entity connected to Spectrum.

This agreement comes just six months after Spectrum and its affiliated companies exited a Chapter 11 reorganization filed in U.S. Bankruptcy Court for the Western District of Texas, when the company was saddled with $4.4 billion in debt. The company emerged from Chapter 11 in late August, having eliminated $840 million in subordinated debt and closed on a $242 million exit financing facility. Latham & Watkins represented Spectrum in the bankruptcy; Skadden, Arps, Slate, Meagher & Flom along with Vinson & Elkins represented various Spectrum affiliates in the reorganization.

Other Atlanta-based Sutherland lawyers on the Spectrum-Russell Hobbs deal included partners David A. Zimmerman and Eric R. Fenichel, along with associates Jennifer D. Lambert and Brian M. Murphy on corporate matters; and partners Reginald J. Clark on taxes and Alice Murtos on employee benefits issues. Lawyers from Richards Layton & Finger in Wilmington, Del., also represented Spectrum. Russell Hobbs' legal team was from Paul, Weiss, Rifkind, Wharton & Garrison.

On the financial side, Barclays Capital Inc. advised Spectrum's special committee, and Credit Suisse advised Spectrum Brands.

The process to develop and finance Atlanta's BeltLine, a proposed 22-mile loop of transit, green space and mixed-use development, has not been an easy one. But in December, lawyers from three Atlanta firms—Hunton & Williams, Greenberg Traurig and Murray Barnes Finister—worked on various aspects of the deal that resulted in a $78.1 million bond issuance that refinances some of the BeltLine's debt on more favorable terms.

Douglass P. Selby, a Hunton & Williams municipal finance partner, represented the city of Atlanta and Atlanta BeltLine Inc. in the reissuance of $64.5 million in Series 2008 BeltLine tax-exempt tax allocation district (TAD) bonds, which were remarketed to new investors. Selby also worked on the issuance of about $13.6 million in new TAD bonds.

The transaction, said Selby, refinances a private placement done in October 2008—right around the time Lehman Brothers collapsed—when credit markets were anything but favorable.

“It was the worst of all possible times,” said Selby. But, he explained, the BeltLine needed the money to acquire what's known as the Northeast corridor property, 4.5-mile section of the proposed BeltLine that was purchased from Gwinnett developer Wayne Mason. “SunTrust and Wachovia were kind enough to extend credit during that time,” Selby said. “The 2008 structure was always meant to be a temporary sort of placeholder.”

Now that credit markets have recovered a bit, he said, the BeltLine was able to reissue the bonds “without the burdensome call features that the 2008 financing had attendant to it … . The 2008 holders could put their bonds, requiring the city to refinance them. The new financing is more traditional long-term financing,” he said.

The new debt, which has an average yield of about 7.5 percent, matures in 2031, he said. Nine investors purchased the new issuance, which Selby said was oversubscribed.

“It was a very good sign, the fact that there were more buyers interested in buying the paper than there were bonds,” he said. He also said that the BeltLine project likely will go back to market later this year with an issue for new money purposes that will include city, county and school board increments.

Selby said his team, which also included tax partner William H. McBride in the firm's Raleigh, N.C., and Washington offices and Atlanta public finance associate Rachel L. Devenow, began working on the issuance with the leader of the investment banking syndicate, Wachovia (now Wells Fargo) in October. SunTrust and Jackson Securities also were part of the syndicate, which was represented by Teresa P. Finister of Murray Barnes Finister. Kenneth M. Neighbors from Greenberg Traurig served as disclosure counsel to the city. Veronica C. Jones, general counsel of the Atlanta Development Authority, the implementing agency for the BeltLine project, could not be reached for comment by press time.

Morris, Manning & Martin lawyers have helped a Chinese auto parts company file a shelf registration statement with the Securities and Exchange Commission, preparing the way for offerings of up to $80 million in securities.

Morris Manning partner Jeffrey L. Schulte represented SORL Auto Parts Inc., the largest commercial vehicle air brake system manufacturer in China. SORL is based in Ruian City in Zhejiang Province and is also registered as a Delaware corporation. He prepared the registration statement and coordinated with the company, its auditors and printers to prepare the filing. He said he expects the registration to become effective in the relatively near future.

A shelf registration such as SORL's, filed on Form S-3, deems Securities and Exchange Act of 1934 filings incorporated, allowing a company to take down securities incrementally and go quickly to market by filing a prospectus supplement and without going through an SEC review process.

Two Miller & Martin partners closed two management buyouts recently for separate clients—both of whom purchased assets related to the same bankrupt company.

One of those partners, A. Josef DeLisle, said that he wishes he could call the dual transactions the result of marketing brilliance but admitted the truth is closer to “blind luck and someone unloading a whole lot of assets.”

That someone is Glen Allen, Va.-based LandAmerica Financial Group Inc., and its related entities. LandAmerica, which underwrites title insurance and handles other real-estate-related business, saw revenue decline 40 percent between 2006 and 2008 when the real estate and credit markets crashed. The company filed for Chapter 11 reorganization in U.S. Bankruptcy Court for the Eastern District of Virginia in November 2008.

“LandAmerica had several loser companies, but they also had some profitable lines of business that were caught up in the bankruptcy,” said Joseph R. Delgado Jr., the other Miller & Martin partner.

In both Delgado's and DeLisle's deals, the management teams at LandAmerica or its subsidiaries found financing and bought the companies for which they had worked.

For DeLisle's client, the purchase process was a long one. DeLisle said Revell Fraser, then the president of LandAmerica Home Warranty Co. and LandAmerica Property Inspection Services, called him a year ago to discuss buying the companies for which he worked. By January, DeLisle had helped Fraser form his own company, Buyers Protection Group, and connect with investment bankers at Croft & Bender, who in turn found financing for the deal through The Stephens Group.

By March, DeLisle's client was going through the process necessary to become a so-called stalking horse bidder. A stalking horse bidder is one chosen by the bankrupt company from a pool of other contenders that—in exchange for some downside protections if it doesn't tender the winning bid—launches bidding on the asset at an agreed-upon starting price, effectively protecting the seller from lowball offers.

By early April, LandAmerica and Buyers Protection Group had inked a definitive agreement. An auction was held in May, DeLisle said, and the time between May and November was spent waiting on regulatory approval of the sale from the California Department of Insurance.

After an initial bid of about $10 million, DeLisle said, his client has agreed to pay $12.2 million for the stock of both companies, with a purchase-price adjustment that's still in process. The deal closed Nov. 30.

Delgado's deal was smaller and quicker. In mid-September, he said, he got a call from client UnitedTech Lender Services, saying there was an opportunity to help facilitate a transaction. By early October, UnitedTech, which served as the financial conduit for a management buyout group, had closed the deal for $2.8 million in cash. UnitedTech purchased LandAmerica OneStop, a financial group which acts as trustee holding title to foreclosed properties, and BackInTheBlack, a technology platform that services defaulted loans.

Debtors' counsel Willkie Farr & Gallagher represented the LandAmerica entities in both deals.

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.”

Equifax Inc., the company known for its analysis of consumer creditworthiness, today closed a $124 million deal to acquire IXI Corp., thanks in part to legal help from Kilpatrick Stockton.

Kilpatrick mergers and acquisitions partner Gregory K. Cinnamon, who served as lead counsel on the deal, said he’s represented Equifax in various transactions over the past 15 years, including the company’s 2008 joint venture with Russian credit information company Global Payments Credit Services.

In the IXI deal, he said, “Intense focus was placed upon the transaction and meeting a tight time scale.”

Prior to the agreement, Equifax and IXI, a privately-held company based in McLean, Va., which collects and analyzes consumer wealth and asset data, had worked together for 18 months.

IXI sells its information to clients in the financial services and consumer marketing sectors. The company says it sources its information through more than 95 banks, brokerage firms and other financial entities, directly measuring data on more than $10 trillion in U.S. consumer assets and investments that represent more than 42 percent of all U.S. consumer-invested assets.

Cinnamon said six to eight other lawyers from three of his firm’s offices also worked on the deal, including Atlanta partners Lynn E. Fowler, who handled tax matters, and Jennifer S. Schumacher, who handled benefits and executive compensation issues.

Cooley Godward Kronish represented IXI; the company’s financial advisers were from Wells Fargo.