The M&A market isn’t dead. It’s just changed locations. Instead of the open marketplace, deals are getting done inside bankruptcy court. 

In a deal involving a bankrupt title insurance company, Miller & Martin partners Joe DeLisle and Nick Whittenburg advised an Alpharetta client on its purchase of four of the bankrupt company’s subsidiaries.

LandAmerica Financial Group Inc., which is operating under Chapter 11, has agreed to sell two business units to Buyers Protection Group Inc. for $12.2 million, subject to post-closing price adjustments. The units being sold are LandAmerica Home Warranty, which is headquartered in Alpharetta, and LandAmerica Property Inspections. The deal has been approved by U.S. Bankruptcy Court Judge Kevin R. Huennekens of the Eastern District of Virginia. However, it still requires approval from California state insurance regulators, DeLisle said.

DeLisle and Whittenburg are counsel to BPG, along with associates Tim Silvis and Charles Elrod. All the Miller & Martin lawyers are based in Atlanta except Whittenburg, who’s based in Chattanooga, Tenn.

BPG was formed by Revell Fraser, who is the former president of the LandAmerica Financial subsidiaries, for the purpose of acquiring the assets from Glen Allen, Va.-based LandAmerica. Arkansas investment firm Stephens Group LLC is an investor in BPG along with Fraser.

DeLisle said that Miller & Martin had not previously done work for Fraser, and was brought into this assignment via a referral.

BPG was tapped as the “stalking horse” bidder in the bankruptcy court-supervised sale, DeLisle said. That meant that LandAmerica had tentatively accepted BPG’s initial offer to acquire the assets, subject to an auction process. After LandAmerica’s biggest rival title-insurance company, Fidelity National Financial Inc., submitted a higher offer during the May 11 auction, BPG increased its initial offer from $10 million to $12.2 million.

Lawyers from Willkie Farr & Gallagher’s New York office and from the Richmond, Va. office of McGuireWoods are debtor counsel to LandAmerica.

The Aflac duck sure knows how to take a calculated risk.

This Saturday, the obnoxiously loudmouthed fowl is slated to appear in a commercial touting not just insurance but also the new Disney-Pixar film “Up,” which involves the rather dangerous idea of a flying house. He’ll also grace driver Carl Edwards’s racecar as it speeds around the track at the Southern 500 NASCAR race at Darlington Raceway the same day.

But it’s neither airborne disaster nor road rage the duck needs protection from. It’s anything that might, ahem, foul his image.

And supplying that kind of protection, in this multiparty promotional deal involving Aflac, Disney-Pixar, Roush Fenway Racing, Ford Motor Co. and driver Edwards, was Aflac Associate Counsel Jensen Melton’s job.

As sole counsel for Aflac, she worked with in-house lawyers from Disney-Pixar on contract, licensing and trademark issues surrounding the famous fowl.

“This [deal] was a little more complex than I’m used to in that we were taking some of our intellectual property, namely, the duck—and for me, my job is protecting the duck—and we were taking this beloved piece of property to another company and letting them animate it according to their process,” says Melton. “So from my standpoint, from an ownership standpoint, it was sort of a frightening thing.”

Easy to see why: Since the duck took flight as Aflac’s prime marketing tool in 2000, the $16.6 billion company’s brand recognition has grown from 11 percent to around 94 percent.

In the commercial, the duck is shown offering financial help to the hero of “Up,” Disney’s first 3-D film, about a balloon salesman who ties thousands of balloons to his house and, with an 8-year-old stowaway aboard, flies to South America.

“We had … creative control over the content of the commercial, so we knew, even though we were partnering with Pixar for custom animation … what the duck was going to be doing and what the voiceover theme would be,” she says.

Melton says Aflac has a license from Disney for the commercial. “There really isn’t a specific fees portion,” she says. “We addressed it from more of a promotional tie-in angle, as in what could we give each other, as opposed to a license fee issue. … A lot of it has not been monetarily based.”

According to Nielsen statistics cited in Adweek, Aflac spent about $80 million on U.S. media in 2008.

Aflac also has a deal with Roush Fenway to “wrap,” as the lingo goes, the Aflac 99 Ford Fusion racecar that Edwards will drive at the Southern 500 in duck- and Up-related graphics.

“When you get companies the size of Aflac and Disney-Pixar together, I thought this would be difficult,” Melton says. “But this was one of the easier contract negotiations we’ve had for it to be such a major deal.”

“Up” is scheduled to open in theatres May 29.

American International Group Inc. wants its money back, or at least some of it.

The federally bailed-out insurance behemoth, which has been under extraordinarily heavy criticism from President Obama, Congress, TV talk show hosts and just about the entire American public, sued the U.S. government to recoup some money. The money at issue is $306 million in tax payments, some involving offshore entities that AIG controlled.

Filing the complaint on behalf of AIG last month were ten Sutherland attorneys from Atlanta, New York and Washington. According to the federal court docket, the Sutherland lawyers handling the matter are partners Jerry Cohen, Tom Cullinan, Joe DePew, Kent Jones, Jerome Libin, Dan Schlueter and Lewis Wiener, and associates Julie Bowling, Larry Dany and Jeffrey Starkey. All of the attorneys are in Sutherland’s tax, tax litigation or litigation practice groups. Wiener is listed as the lead attorney on the complaint filed in federal court in Manhattan.

The New York Times makes the observation that AIG is essentially suing its majority owner, since the U.S. government owns about 80 percent of AIG.

AIG says the U.S. government illegally assessed and collected from it $306,102,672 in income taxes, penalties, interest and additions.

Morris, Manning & Martin partner Ward Bondurant and of counsel Stacey Kalberman worked on a deal that will combine two companies that provide professional liability insurance to lawyers and to doctors.

In the deal, ProAssurance Corp. of Birmingham, Ala. agreed to acquire Georgia Lawyers Insurance Co. for undisclosed terms. ProAssurance sells medical-malpractice liability insurance to doctors, physician practice groups and hospitals. Georgia Lawyers Insurance, based in Fayetteville, insures about 2,700 lawyers in Georgia, according to the company.

Bondurant and Kalberman advised Georgia Lawyers Insurance and its majority shareholder, Lawyers Mutual Liability Insurance Co. of North Carolina, on the deal, according to Bondurant.

After negotiating the deal on behalf of Georgia Lawyers Insurance, Bondurant and Kalberman then advised ProAssurance on obtaining regulatory approval from the Georgia state Insurance Commissioner, according to ProAssurance general counsel Jeff Lisenby.

Lisenby and ProAssurance in-house compliance counsel Katie Neville handled the merger negotiations with Georgia Lawyers Insurance, Lisenby said.

In a separate transaction, Burr & Forman partners Jack Stephenson Jr. and Jennifer Moseley in Birmingham are advising ProAssurance on its proposed sponsored demutualization of the PICA Group of Brentwood, Tenn., which provides professional liability insurance to podiatrists.

North Carolina bank BB&T Corp. has been very active on the deals front in the past year, acquiring a number of smaller banks, insurance-finance providers, insurance brokers and insurance agencies. For two of these recent deals, BB&T retained attorneys from Troutman Sanders to provide advice on various legal matters.

In a deal that closed in December, BB&T acquired Burlington, N.C. agency TAPCO Underwriters Inc. The acquisition was made by BB&T’s wholesale insurance subsidiary, CRC Insurance Services Inc. BB&T described CRC Insurance as the largest wholesale property and casualty insurance broker in the nation.

Troutman partner Andrea Farley handled mergers and acquisitions issues for BB&T on the TAPCO acquisition. Partner Marty Wilson and associate William Still advised on insurance regulatory matters. Partner Mitch Portnoy and associate Lori Jones reviewed antitrust law. They worked with BB&T Insurance Services general counsel Tammy Stringer in Charlotte, N.C. All Troutman attorneys are in Atlanta except Portnoy, who is based in New York.

The second deal, which closed Monday, concerned BB&T subsidiary AFCO Credit Corp. AFCO Credit acquired Cananwill Premium Funding Inc. of Glenview, Ill., from insurance brokerage Aon Corp. Both AFCO Credit and Cananwill provide insurance premium financing for the commercial property and casualty insurance industry.

Joining Farley on M&A issues for the Cananwill deal were associates Nick Farrell and Juliet Sy. Portnoy and Jones again advised on antitrust matters.

Troutman has performed work for BB&T in the past and did not respond to a request-for-proposals to obtain these two assignments, according to Farley [photo, below].

Troutman was not BB&T’s legal counsel on two other recent acquisitions – the purchase of the deposits of Haven Trust Bank of Duluth, Ga., and of J. Rolfe Davis Insurance Agency Inc. of Maitland, Fla. Haven Trust was closed by the Georgia Department of Banking and Finance in December, and placed into receivership with the Federal Deposit Insurance Corporation.

Troutman did advise BB&T on its purchase last year of UnionBanc Insurance Services from UnionBanCal Corp.

BB&T, Winston-Salem, N.C., was one of the first banks to participate in the U.S. Treasury’s Troubled Asset Relief Program (TARP) program, obtaining $3.13 billion in November. BB&T did not disclose terms for either the TAPCO or the Cananwill deals. It’s not known whether BB&T used TARP funds to make the acquisitions, Farley said.

Locke Lord Bissell & Liddell partner Philip Cooper represented commercial insurance broker Beecher Carlson on its recent expansion in Oregon, according to the law firm.

Beecher Carlson, of Atlanta, acquired Sage Insurance Group of Bend, Ore., for undisclosed terms. The deal closed in December. Beecher Carlson already had three offices in Oregon, in Portland, Eugene and Medford. Beecher Carlson has more than two-dozen offices nationwide and in Bermuda.

Locke Lord associate Valerie Barton joined Cooper on the deal. Beecher Carlson General Counsel Adam Meyerowitz handled in-house matters.

A private equity fund that is the majority-owner of an Atlanta mortgage-services provider turned to Debevoise & Plimpton for counsel on an agreement to sell the Atlanta company to an Australian firm.

QBE Insurance Group Ltd. agreed to acquire ZC Sterling Corp. for $575 million. The acquisition was announced at the same time that QBE said it was also buying two U.S. underwriting agencies and one in Europe, according to Bloomberg News.

ZC Sterling is owned Stone Point Capital LLC. Atlanta-based ZC Sterling provides outsourced services to the mortgage industry, such as managing lender-placed hazard insurance programs. QBE, of Sydney, Australia, sells general insurance and reinsurance in more than three dozen countries.

Debevoise partner Robert Quaintance was lead adviser to Stone Point Capital, according to the law firm. Edwards Angell Palmer & Dodge advised QBE.

Stone Point Capital, of Greenwich, Conn., invests in financial services and insurance companies. Other companies in Stone Point Capital’s portfolio include Atlantic Capital Bank of Atlanta, and personal lines insurance agency Lane McVicker LLC, which has an office in Alpharetta.

Never mind the recession, Ebix Inc. wants to make deals. That’s been good news for Ebix’s corporate lawyers at Carlton Fields.

On Monday, the Atlanta company announced it had reached an agreement to acquire ConfirmNet Corp. of San Diego for $7.4 million in cash, plus future cash considerations, according to a regulatory filing. ConfirmNet is involved in the certificate of insurance creation and tracking industry.

ConfirmNet is Ebix’s sixth acquisition, or offer to acquire a company, in the past 12 months. Atlanta-based Ebix makes software for the insurance industry.

Not all of Ebix’s deals have gone swimmingly, however.

Ebix has been engaged in a bidding war with a California company to acquire health-insurance software maker Healthaxis Inc. of Irving, Texas. Ebix made its first bid for Healthaxis in September, offering $6.8 million in cash and stock. That offer was accompanied by a “guaranteed downside price cover,” in which Healthaxis shareholders could sell the stock back to Ebix “for the price at which they received it” for a period of a year, according to a regulatory filing. Healthaxis rejected the offer, preferring to stick with its existing agreement to sell itself to BPO Management Services Inc. of Anaheim Hills, Calif.

Ebix has since made two additional, higher offers, the last coming on Oct. 27. Healthaxis rejected both of those too. Locke Lord Bissell & Liddell partner John McKnight in Dallas has been advising Healthaxis.

Other Ebix deals in the past year include its merger in Nov. 2007 with Jenquest Inc.; its acquisition of Telstra eBusiness Services of Australia in January; its purchase of Periculum Services Group in April; and its August acquisition of Acclamation Systems Inc.

Carlton Fields partner Rick Denmon in Tampa and associate Charles M. “Chip” Harrell Jr. [photo, left] in Atlanta were the primary corporate advisers to Ebix on the offer for Healthaxis, said Wayne Shortridge, managing partner of the law firm’s Atlanta office. Although he’s an associate, Harrell has developed Ebix as a Carlton Fields client, Shortridge said. Carlton Fields also advised Ebix on some of the prior transactions, including the Acclamation Systems and Jenquest deals.

Powell Goldstein’s merger partner—Bryan Cave—maintains an active corporate practice. Bryan Cave placed 10^th on Thomson Financial’s 2007 ranking of law firms on the number of U.S. M&A deals for which they advised the target or acquiring company.

Bryan Cave’s most-recent work in the corporate transactions area involved a longtime client, Reinsurance Group of America Inc., better known as RGA. Partners Randy Wang and Jim Levey advised RGA on common stock offering. RGA plans to sell 8.9 million shares at $33.89 per share. Credit Suisse and Morgan Stanley are the underwriters.

RGA, one of the world’s largest life reinsurance companies, is headquartered in the St. Louis suburb of Chesterfield, Mo.

Although Wang and Levey both work in St. Louis, Bryan Cave’s largest office, the law firm’s corporate transactions lawyers are spread out geographically. St. Louis counts 57 lawyers in the corporate transactions practice group, while New York has 30, Kansas City has 29 and Los Angeles has 12.

In addition to RGA, some of Bryan Cave’s other clients in the corporate area include Barnes & Noble Inc., Energizer Holdings Inc., International Paper Co. and Sprint Nextel Corp.

Aflac Inc. may bid to acquire one of American International Group Inc.’s Japanese life insurance assets, Bloomberg News reported.

Aflac may attempt to purchase the Alico Japan life insurance unit, which AIG is putting up for sale, Aflac CEO Daniel Amos told Bloomberg Television. Aflac gets 70 percent of its sales in Japan.

Alston & Bird and Skadden, Arps, Slate, Meagher & Flom have handled some corporate work for the Columbus, Ga. insurance company in recent years. Alston advised Aflac as a creditor seeking claims in the Parmalat bankruptcy case, according to Alston’s web site. Skadden partner Michael P. Rogan in 2006 advised Aflac on a securities offering in connection with a deferred compensation plan. Skadden counsel Nancy G. Rubin in Washington has advised Aflac on general corporate and securities matters, according to the law firm’s web site.

Aflac’s general counsel, Joey M. Loudermilk, has been with the company since 1983.

Aflac is most interested in Alico because of the similarity of the products they offer, Amos said. Alico is Japan's fifth-largest life insurer.

“Alico has been a competitor of ours for years, and we think Alico has a lot of potential in terms of an acquisition,” Amos said Oct. 10.

AIG said Oct. 3 it is seeking to sell life insurance and retirement businesses as it tries to repay an $85 billion loan extended by the U.S. government to keep the insurer from collapsing, Bloomberg said. In addition to Alico, AIG is selling its AIG Edison Life Insurance Co. and AIG Star Life Insurance Co. units in Japan.