On Friday, with the help of lawyers from Kilpatrick Stockton, Delta Air Lines is slated to close a $450 million deal that raises cash for the company by using 24 of its jets as collateral.

The airline launched the transaction on Tuesday, selling Class A pass-through trust certificates, which are similar to bonds, to underwriters including Goldman Sachs & Co. and Credit Suisse Securities. The underwriters then sell the certificates, primarily to institutional investors. Delta initially will hold the sale proceeds in escrow, according to documents on file with the Securities and Exchange Commission, then will use the pass-through trust to acquire a related series of enhanced equipment trust certificates, or EETCs, a specialized form of financing larger airlines use to fund the purchase of their jets. Delta will pay 6.2 percent for the financing, with a distribution date of 2018.

Delta will net $444.3 million from the deal, after the underwriting fee of $5.6 million is paid.

This is a repeat performance for the Kilpatrick team, led by partner W. Benjamin Barkley and including partner David M. Eaton and associates Adwoa M. Awotwi and Megan K. Callahan, who handled a similar transaction for Delta in November. That one was valued at $688.7 million and carried considerably higher interest rates on its two tranches—7.75 percent and 9.75 percent.

Barkley said he could not comment on the transaction because the DEAL is pending. Delta also was represented by lawyers from Debevoise & Plimpton, serving as the airline's chief finance counsel. Shearman & Sterling represented the underwriters, which, in addition to Goldman and Credit Suisse, are Citigroup Global Markets Inc., Deutsche Bank Securities Inc. and Banc of America Securities Inc.

In the current deal, Delta is financing two new Boeing jets the airline received in March, and refinancing 22 other aircraft, which Delta acquired about a decade ago. Those older planes were financed in 2000 under another EETC that matures in November. Because EETCs cannot be paid off early without complications, the proceeds from the current certificate sale will be held in a trust account until this fall, then used to pay off the older jets.

The deal is structured to enhance Delta's ability to market it to investors. As in its November deal, the pass-through trust structure allows investors to cede some duties to a trustee, who distributes interest payments to investors according to their ownership shares and makes decisions for the group about whether to foreclose on an aircraft in the event of default.

If there is a default, Natixis SA, the New York branch of a French investment bank, is serving as a liquidity backstop provider, which, according to Delta's preliminary prospectus supplement, means Natixis will make three semiannual interest payments on the debt if Delta cannot do so.

The financing is secured by jets with a total appraised value of about $839 million, providing a 54 percent loan-to-value ratio. The November deal's loan-to-value ratio, by contrast, was 61 percent—meaning investors in the current deal are getting a bit more security because the equity in the planes is higher, providing more downside protection in the event of the jets' depreciation or if Delta defaults and the planes need to be seized and sold.

That ratio could change if the airline decides it needs more money and issues Class B certificates—roughly equivalent to a second mortgage on the same set of planes—which is something SEC documents say the airline has the option to do.

The prospectus also lists risks associated with the investment, including the volatility of fuel costs; Delta's obligation to post collateral in connection with its fuel hedge contracts—in 2008, "our counterparties required us to fund $1.2 billion of fuel hedge margin," the airline notes in the filing; and Delta's ability to fully realize the expected benefits of its merger with Northwest, for which integration costs of $500 million over three years are anticipated.

Although Delta has packed on debt in recent months, an 8-K filed June 15 says Delta plans to start deleveraging. Citing $1 billion in cashflow from operations and $600 million in free cashflow in the quarter ended in March, the company noted that its unit revenues increased by 8 percent—the first increase since the fourth quarter of 2008.

Delta projected that it would cut its net debt, estimated to be $15 billion at the end of this year, to $10.2 billion by December 2012.

Fidelity Southern Corp. is planning to launch a $57.5 million underwritten public offering of its common stock, according to a registration statement filed with the Securities and Exchange Commission on Monday.

James W. Stevens and Christina M. Gattuso of Kilpatrick Stockton represent the underwriters, for which Sandler O’Neill & Partners serves as sole book-running manager, and FIG Partners serves as co-manager.

Fidelity Southern, the holding company for Atlanta-based Fidelity Bank and LionMark Insurance Company, is represented by lawyers from Baker, Donelson, Bearman, Caldwell & Berkowitz’s Memphis office.

According to information from Fidelity, proceeds from the offering will be used to redeem some or all of the preferred shares and warrant held by the U.S. Treasury Department as part of a $48 million loan Fidelity received under the Troubled Asset Relief Program.

Local lawyers from Rogers & Hardin and Bryan Cave are involved in Ameris Bancorp’s plan to raise up to $60 million in a public offering that, Securities and Exchange Commission documents indicate, may be used to fund the purchase of failed banks.

According to a registration statement filed with the SEC on March 26, Ameris plans to sell common stock and use the net proceeds “for general corporate purposes, including to fund possible future acquisitions of other financial services businesses (which may include FDIC-assisted transactions)… .”

Ameris, a financial holding company and the parent company of Ameris Bank, has recent experience with FDIC-assisted transactions in Georgia. In October, it bought  Lawrenceville-based American United Bank, which had $85.7 million in loans and $100.3 million in deposits. A month later, Ameris purchased United Security Bank, with branches in Woodstock and Sparta, which had $108.4 million in loans and $140 million in deposits.

Rogers & Hardin was involved in both deals, which included loss-sharing agreements with the FDIC, discounts on the book value of the assets and premiums on the acquired banks’ deposits. The transactions, according to SEC documents, resulted in cash payments from the FDIC to Ameris that totaled about $41.3 million.

If Ameris is looking for failed banks in the areas where it currently has operations— Georgia, Florida, Alabama and South Carolina—it will have plenty to choose from.  Since August 2008, 23 Florida banks and 37 Georgia banks have failed, according to information from the FDIC. The FDIC lists four bank failures in Alabama, and none in South Carolina.

This is the first public offering Ameris has made since the early 1990s, according to Dennis J. Zember Jr., the chief financial officer at Ameris.  “Our market capitalization now is about $120 million, and it’s been as high as $450 million,” he said. He called the bank’s planned $60 million public offering “significant.”

Ameris did complete a private placement in November 2008, receiving $52 million from the Troubled Asset Relief Program in connection with its sale of preferred stock to the U.S. Treasury, according to SEC documents.

Steven E. Fox and Jody L. Spencer at Rogers & Hardin are representing Ameris in the transaction. Fox, the lead lawyer, declined comment because the registration process is not yet complete. B.T. Atkinson, a partner in Bryan Cave’s Charlotte office, along with Atlanta associates Jonathan Hightower, Robert Klinger and Dustin Hall, represent the underwriters, Keefe, Bruyette & Woods, based in New York.

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.

Crawford Communications Inc. has inked the first-ever sale of one of its divisions in a deal likely worth more than $100 million.

Los Angeles-based media services company Broadcast Facilities Inc. acquired Crawford’s Satellite Services Division, which includes television network origination, teleport, satellite uplink trucks, Internet, production services and media services to government clients in late January.

Crawford, an Atlanta-based company founded by Jesse Crawford in 1984, was represented by King & Spalding partners John J. Kelley III and Rahul Patel. Neither returned calls seeking comment. Broadcast Facilities was represented by attorneys from Latham & Watkins.

Terms of the deal were not disclosed. But in a Form D Notice of Exempt Offering of Securities that is part of an 8-K that Broadcast Facilities filed with the Securities and Exchange Commission, the company indicated that it was issuing $128 million in securities in connection with a business combination “such as a merger [or] acquisition” and as “additional consideration for the extension of credit.”

Ellis Jones, CEO of Wasserstein & Co., the private equity firm which owns Broadcast Facilities, said in a statement that financing came from Tennenbaum Capital Partners.

William Sherman, managing director of VRA Partners, an Atlanta-based investment bank which advised Crawford on the deal, said, “I think there was a strong rationale for this transaction because of the benefits available to Broadcast Facilities in combination with the satellite services division of Crawford. It gave them additional capability … and their first East Coast property.”

The combined company’s client base includes ABC, NBC Universal, DIRECTV Sports Networks, Hallmark, NFL Network, ESPN, NASCAR Media Group and government entities such as the U.S. Department of Defense, NASA and the CDC.

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.

Morris, Manning & Martin lawyers recently helped Santa Ana, Calif.-based client Grubb & Ellis launch two real estate investment trusts valued at more than $4 billion.

Partners Lauren Burnham Prevost and Heath D. Linsky represented the company when the SEC in late August declared the registration statement effective for a $3.3 billion initial public offering by Grubb & Ellis Healthcare REIT II. The REIT’s proceeds are slated for investment in, primarily, medical office buildings and other healthcare-related facilities.

In July, the Morris Manning lawyers helped Grubb & Ellis launch a $1 billion apartment REIT, according to information in the REIT’s registration statement.

Alston & Bird is counseling Graphic Packaging International Inc. in its offering of $180 million in senior unsecured notes, according to information from the company and the firm.

Led by partner W. Scott Ortwein, a team of lawyers including partners Justin R. Howard, Richard W. Grice and Paul M. Cushing, along with associates Brendan P. McGill and Bethany L. Cooper, worked on the transaction for the Marietta-based subsidiary of Graphic Packaging Holding Co.

Ortwein declined to comment on the deal because it has not yet closed.

This transaction is a follow-on to the $245 million offering Alston & Bird closed for the company in June. The net proceeds from this new offering, according to information from Graphic Packaging, will be used to redeem the remaining approximately $180 million aggregate principal amount of the company's 8.5 percent senior unsecured notes due in August 2011, and to pay accrued interest, fees and expenses connected to both the redemption and the offering.

This will be a private offering pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended, with the principal amount of the notes due in 2017. The notes will be guaranteed by Graphic Packaging Holding Co. and Graphic Packaging Corp.

When AGL Capital Corp. wanted to raise some cash, the Atlanta-based financing arm of gas distributor AGL Resources Inc. tapped Kilpatrick Stockton as its counsel for the second time in two years.

In the most recent deal, a $300 million offering of 10-year senior unsecured notes, Kilpatrick partner David M. Eaton captained the transaction, assisted by securities partners W. Benjamin Barkley and David A. Stockton, tax partner Lynn E. Fowler, and associates Adwoa M. Awotwi, Megan K. Callahan and Jessica L. Nash.

AGL’s internal counsel, William A. Palmer III, was the principal in-house attorney on the deal.

“If you look at investment grade corporate bonds, that has been the one bright spot in the market in the U.S. this year,” Eaton said, pointing out that publications such as the Wall Street Journal have reported this as a seller’s market for investment-grade corporate bonds. “What that means is the spread to treasuries—the cost of borrowing money—has gone down for issuers. So really AGL Resources did very well on their cost

of issuing the corporate bonds.”

The coupon rate on the bonds was 5.25 percent, although some were sold at an original issue discount, Eaton said. The last time his firm helped AGL with an issuance, in December 2007, he added, the rate was higher, at 6.375 percent.

Barkley said the deal moved quickly, taking just three weeks from start to finish.

“It was a take-down off of an already filed shelf registration statement,” he said. “These sorts of registered notes offerings happen pretty quickly, and the companies view this window as an attractive time to raise capital in the markets. Plus, the markets are being pretty receptive to these offerings at this time.”

According to information from AGL Resources, the company plans to use the net proceeds of the sale to repay a portion of its short-term debt.

The offering was underwritten by Goldman Sachs & Co., SunTrust Robinson Humphrey Inc. and Wells Fargo Securities LLC, operating as joint book-running managers. Troutman Sanders’ partners Marlon F. Starr and Patrick W. Macken represented the underwriters, with associates Erica B. Jackson and Brad R. Resweber.

This was an unusual deal in only two respects, Eaton said. First, the deal went through with virtually no hassles or hiccups, he said. Second, he added, the deal closed in August—a month that used to be bereft of deals because lawyers, investment bankers, underwriters and other professionals all were on vacation.

“Because of the volatility of the last few years,” Eaton said, the attitude on deal-making has changed to this: “Just do a deal when you can.”

Continuing a trend among airlines and real estate investment trusts that began last fall, Omega Healthcare Investors, Inc., has just completed plans to raise up to $100 million over the next two years via an at-the-market stock offering.

At-the-market or ATM offerings, also known as continuous offerings, controlled equity or equity shelf programs, allow a company, via a specific type of registration with the Securities and Exchange Commission, to make incremental stock offerings rather than launching a single large sale of shares.

The SEC filings allow the company to have necessary paperwork “on the shelf,” so to speak, which, if consistently updated, may be used repeatedly for each new incremental filing.

The primary advantages of this method, according to Eliot Robinson, the Bryan Cave Powell Goldstein partner who represented Omega, a Hunt Valley, Md.-based long-term care REIT, is that ATMs allow the company to make offerings when market conditions are most favorable. Also, unlike a single large offering, ATMs don’t flood the market and are less likely to push down share value.

“These deals have become a lot more prevalent since last fall, particularly in certain industries, and these include REITS,” said Robinson, who worked on the deal with Bryan Cave associates Terry Childers and Jody Arogeti. “It’s also been common with airlines—you saw this with Delta last winter.”

Omega entered into separate equity distribution agreements with three banks: UBS Securities LLC, Deutsche Bank Securities Inc. and Merrill, Lynch, Pierce, Fenner & Smith, Inc., each as sales agents or principals. The banks are represented by Skadden Arps Slate Meagher & Flom partner David J. Goldschmidt.

Robinson said his client has good relationships with all three banks. “The banks follow the trading and generally have a good idea when there are institutions that are looking to accumulate a block [of shares], and this provides an opportunity for the company to place the block directly with a buyer,” he said. “It … may be harder for the buyer to accumulate these shares in bits and pieces, and from the buyer’s perspective, these trades don’t move the market up.”

Robinson said that Omega, which, as of the close of the first quarter of 2009 owned or held mortgages on 255 skilled nursing and assisted living facilities in 28 states, planned to use the net proceeds of the sales for working capital and general corporate purposes.