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.

As SunTrust Banks Inc. General Counsel Ray Fortin tells it, in the course of a single, hectic weekend, a phalanx of lawyers and investment bankers managed to put together the bank's recent offering of 124.2 million shares of common stock—resulting in more than $1.5 billion in new capital.

“It did move fast,” he said. “We had a shelf registration statement which permitted us to do this, and we moved it pretty quickly.”

A team of lawyers from King & Spalding, led by partner Keith M. Townsend, represented the bank. The underwriters' lead counsel was Mark J. Welshimer at Sullivan & Cromwell in New York.

The impetus for the offering was the federal government's so-called stress test on the nation's 19 largest banks, including SunTrust, to determine how they would fare if the economic situation worsens. “The Fed indicated that we needed to raise $2.2 billion in common equity,” Fortin said. “We were well capitalized, but they wanted to change the composition of capital.”

Under the terms of the stress test, completed May 7, the bank had 30 days to submit a plan to raise capital, and until Nov. 8 to carry it out. But SunTrust, which like many other financial institutions was hit with soured real estate loans and resulting lower share prices, moved much faster than that.

Fortin said the bank submitted a capital plan and in May launched an at-the-market transaction, meaning that SunTrust could release small amounts of shares into the market, an approach which ultimately yielded about $258 million. SunTrust also sold some Visa shares for a net after-tax gain of $70 million. But eventually, Fortin said, “We just decided to get it all done.”

So, he said, SunTrust executives consulted with the bank's board and with investment bankers at Morgan Stanley, Sandler O'Neill, SunTrust Robinson Humphrey and Goldman Sachs. Starting on the last Friday in May, in-house lawyers from SunTrust, with the King & Spalding team and counsel for the underwriters, put the deal together and launched the common stock offering four days later, on June 1.

“Because we were in the capital-raising mode, we had already been discussing with the underwriters and our board the various capital-raising options, so all we really did was change the methodology of how we'd do it,” he said. “We were already in the process, so that's another reason it moved relatively quickly.”

SunTrust's shelf registration statement—documents filed with the Securities and Exchange Commission that outline the basics of stock offerings a company might wish to pursue in the future—also helped speed the process. That's because when the bank decided to launch this latest offering, it did not need to start from scratch with the SEC, and instead needed only to produce a prospectus supplement to describe exactly what it was doing, Fortin said.

Fortin called the most recent stock offering a success because shares from the new offering sold for roughly what existing shares were trading for on the open market. That's a good result, he said, because normally such shares would be purchased at a discount when sold in large blocks to institutional investors. On June 1, the opening date of the new offering, shares began selling at about $13; by June 5, the last day of the offering, prices had risen to almost $17, according to Google Finance.

Now, Fortin said, SunTrust needs to raise about $100 million more to meet its obligations under the Federal Reserve's Supervisory Capital Assessment Program, known as SCAP. He said the bank was looking at a variety of ways to do that.

“We have … an exchange offer where we are offering to buy with cash some of our preferred stock,” he said. “That's outstanding, and that is actually going to produce some gains and thereby produce some capital. There's also additional discussions with the Fed as to … things that they will allow to be treated as capital, such as tax-loss carry-forwards.”

A tax-loss carry-forward, he said, allows the bank to apply tax losses in one year to earnings in another, thereby lowering its tax burden.

“We're highly confident that we are basically done,” he said of the bank's mandate to comply with the stress test. “We now are very, very, very solidly capitalized. You know we have enough capital to go through what the Fed called the most adverse scenario and still be well-capitalized. So we're in great shape.”

One of Alabama’s largest banks recently had to scramble to raise $300 million from private investors to trigger a crucial influx of federal money. A client of Locke Lord Bissell & Liddell partner Philip Cooper is the lead investor on the deal.

Locke Lord’s client, Taylor, Bean & Whitaker Mortgage Corp., led the investor group that agreed to acquire $300 million in convertible preferred stock from Colonial BancGroup Inc. of Montgomery, Ala. Colonial Bank’s parent company needed the money in order to qualify to receive about $540 million from the U.S. Treasury’s Troubled Asset Relief Program. The agreement is pending regulatory approvals and other conditions.

Colonial Bank was hit hard by the economic downturn, and specifically the collapse of the homebuilding industry. The bank lost $880.5 million in 2008 through its exposure to Florida's real estate collapse, according to the Wall Street Journal.

Colonial Bank will convert to a federal savings and loan association if the $300 million investment is approved by federal banking regulators, according to a regulatory filing. Taylor, Bean & Whitaker already has a federal thrift license.

Taylor, Bean & Whitaker is putting up about half of the total $300 million, according to the Mobile Press-Register. About 20 other mortgage companies are contributing a total of $50 million total, and two private equity groups will invest $100 million.

The new investors would own about 75 percent of Colonial BancGroup, although Colonial would remain a standalone company. Colonial Bank is Alabama’s second-largest bank. Its chairman and chief executive is Bobby Lowder, an Auburn University trustee and influential backer of the school’s football team [photo, right].

Taylor, Bean & Whitaker, of Ocala, Fla., is regulated by the federal Office of Thrift Supervision. Taylor, Bean & Whitaker is one of the largest U.S. wholesale mortgage brokers.

Cooper is co-lead counsel on the deal, supervising a team of more than 25 Locke Lord lawyers. Partners Douglas Faucette and John Bruno in Washington are also co-leaders of the transaction with Cooper. Balch & Bingham is advising Colonial, including lawyers from its Birmingham and Mobile, Ala. offices.

Alston & Bird advised the underwriters of Coca-Cola Co.’s largest-ever corporate bond sale, a $2.25 billion offering.

As for Atlanta-based Coca-Cola, they sought legal advice from Skadden, Arps, Slate, Meagher & Flom partner Richard B. Aftanas in New York.

Alston partner Hill Jeffries was lead counsel to the group of three underwriters, Banc of America Securities LLC, Citigroup Global Markets Inc. and HSBC Securities Inc. Partner Scott Ortwein and associates Brendan McGill, Scott Brown and Bethany Cooper also worked on the transaction.

Coca-Cola sold $900 million of 5-year notes at 3.625 percent, and $1.35 billion of 10-year notes at 4.875 percent, according to its prospectus. Coca-Cola will use the proceeds “to repay commercial paper and for general corporate purposes,” according to the prospectus. It’s the largest corporate bond sale in Coca-Cola’s history, according to Bloomberg News.