Who's Who publishes select group of M&A lawyers from Atlanta

Posted on September 4, 2008 14:58 by Andy Peters

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.


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Japanese drugmaker snags Sciele Pharma in billion-dollar deal

Posted on September 2, 2008 15:31 by Andy Peters

In a market where multibillion-dollar deals have become somewhat rare, Paul, Hastings, Janofsky & Walker partner Tinley Anderson in Atlanta spent the past three months working on such a deal. Sciele Pharma Inc. tapped Anderson for legal counsel on its acquisition agreement with a Japanese drugmaker.

Shionogi & Co. annouAllegranced today that it agreed to acquire Sciele for $1.42 billion. The price includes a cash tender offer totaling $1.1 billion and $325 million to redeem a bond convertible into shares of Sciele.

Sciele, of Atlanta, markets drugs made by third parties, including the Allegra antihistamine drug and women’s health products such as Prenate-brand prenatal vitamins. Shionogi, headquartered in Osaka, makes the Crestor cholesterol drug and owns the Japanese marketing rights to OxyContin and Claritin.

Shionogi was interested in Sciele because Shionogi has only a minor presence in the U.S., and Sciele does most of its business here, Anderson said.

“One of the best ways to break into a new market is to purchase someone with a tried and true sales force,” Anderson said.

More than 80 percent of Sciele’s employees are sales representatives, according to a regulatory filing. Sciele’s three largest customers are national drug wholesale companies—AmerisourceBergen Corp., Cardinal Health Inc. and McKesson Corp.

Sciele has its own research department and submits products for U.S. Food and Drug Administration approval. But Sciele primarily is involved in the acquisition of licenses of other companies’ products. Paul Hastings has negotiated all of these licensing and marketing agreements on behalf of Sciele, Anderson said. These include pacts with many of the big players in the global pharmaceutical industry, such as AstraZeneca, Bayer Healthcare, Pfizer and Wyeth.Crestor

Sciele is able to handle most of the intellectual property legal work on these licensing, marketing and distribution agreements in-house, because Sciele General Counsel Leslie B. Zacks is an IP lawyer, Anderson said. Anderson and Zacks are both former partners at Hunton & Williams’ Atlanta office.

Paul Hastings has also done corporate and securities work for Sciele since 2003, including a $325 million convertible debt offering, and Sciele’s $110 million acquisition of Alliant Pharmaceuticals Inc. in June 2007.

Paul Hastings partner Elizabeth Noe advised Sciele on securities matters in the Shionogi transaction, and associates Michael Greene and Clare Arguedas worked with Anderson. Davis Polk & Wardwell advised Shionogi.

The transaction does not require approval from the U.S. Food and Drug Administration, Anderson said.


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Paul Hastings bakes $200 mln deal for TurboChef Technologies

Posted on August 12, 2008 09:57 by Andy Peters

Paul, Hastings, Janofsky & Walker partner Rey Pascual in Atlanta advised longtime client TurboChef Technologies Inc. on its agreement to merge with Middleby Corp.TurboChef oven

TurboChef and Middleby announced the merger agreement on Tuesday morning. Middleby is acquiring TurboChef for $200 million in cash and stock, according to The Deal. The companies expect to close the merger this year, subject to approval from TurboChef’s shareholders and regulators. Skadden, Arps, Slate, Meagher & Flom is Middleby’s legal adviser on the deal.

Pascual has been outside corporate counsel to TurboChef since 2004, when he was with Kilpatrick Stockton. TurboChef followed Pascual to Paul Hastings when he moved to that firm in February 2007. Former Kilpatrick Stockton attorney Dennis J. Stockwell is TurboChef’s general counsel.

TurboChef makes high-speed ovens used at the Subway restaurant chain, in Hyatt Hotels properties, and at sports stadiums like Lambeau Field in Green Bay, Wisc. Middleby, of Elgin, Ill., makes restaurant and foodservice cooking equipment.


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CFIUS approval delayed on ChoicePoint-Reed Elsevier $3.4 bln deal

Posted on July 31, 2008 14:04 by Andy Peters

Alpharetta’s ChoicePoint Inc. announced in February that it had agreed to be acquired by Dutch-British information provider Reed Elsevier Group PLC for $3.4 billion. But six months later, the deal still hasn’t received clearance from federal regulators.

The reason: the Committee on Foreign Investment in the United StatesU.S. Treasury Department (CFIUS) keeps asking for more time to complete its review of the deal.

As outlined in the Exon-Florio provision of the Defense Production Act of 1950, CFIUS reviews the terms of certain transactions in which U.S. companies are taken over by foreign companies. CFIUS scrutinizes deals for possible threats to national security.

Both ChoicePoint and Reed Elsevier’s businesses have a connection to national security. The companies perform background checks on personnel and data searches for U.S. government agencies.

CFIUS has the power to quash deals. Bain Capital Partners and Huawei Technologies this year called off their planned purchase of 3Com because of CFIUS concerns. Check Point Software Technologies of Israel called off its acquisition of Sourcefire for the same reason.

CFIUS is chaired by the U.S. Treasury Secretary, currently Henry Paulson. The panel also includes representatives from the departments of Defense, State, Commerce and Homeland Security. In the release last week of its second-quarter financial results, ChoicePoint disclosed that, after meeting with Treasury officials, it was compelled to file with CFIUS a notice on the proposed deal for a second time. CFIUS now expects to complete its review of the ChoicePoint-Reed Elsevier combination by the middle of September, according to a ChoicePoint news release.

The delay has some investors worried.

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Stratus bankruptcy reels in King & Spalding, Morris Manning

Posted on July 30, 2008 11:02 by Andy Peters

King & Spalding partner Paul K. Ferdinands is advising Stratus Group Inc. on its bankruptcy reorganization.

Morris, Manning & Martin partners Frank W. DeBorde and David W. Cranshaw are representing the official unsecured creditor’s committee.Chevy Aveo

Stratus Group , based in the Albany suburb of Leesburg, Ga., is engaged in the business of automobile leasing, according to filings made with the U.S. Bankruptcy Court for the Middle District of Georgia. Stratus Group conducts business under the names Freeway Auto Credit and Xpressway Auto Credit. Stratus Group said it has debts ranging between $10 million and $50 million, and assets in the same price range.

Several other Georgia attorneys are representing creditors in the case. Paul, Hastings, Janofsky & Walker partner Jesse H. Austin III is advising Leedom Financial Services Inc. Atlanta attorney James C. Frenzel is representing Prime Rate Premium Financial Corp. Edgar W. “Whit” Duskin Jr. and David A. Garland of Moore, Clarke, DuVall & Rodgers in Albany are counsel to Advance Business Funding LLC. Valdosta attorney David M. Wolfson is advising Ameris Bank.


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Paul Hastings advises CD, DVD maker on reorganization

Posted on July 15, 2008 13:25 by Andy Peters

Paul, Hastings, Janofsky & Walker partner Elizabeth H. Noe and associate John R. Collins in Atlanta are advising Entertainment Distribution Co. on a reorganization of the company.

Amy Winehouse The New York company last month filed its reorganization plan, which includes swapping shares of Entertainment Distribution’s common stock into a new company, to be called EDCI Holdings Inc. The reorganization is being planned in conjunction with the switch of the listing of its shares from the NASDAQ Global Market to the NASDAQ Capital Market. NASDAQ advised Entertainment Distribution in January that because of the price of the company’s shares it was in danger of being de-listed from the Global Market.

In its prospectus, Entertainment Distribution identifies as one of the company’s major assets “net operating loss carryforwards (NOLs).” The company describes the NOLs as “an important part of our overall strategy because they can be used to reduce the amount of income tax we would be required to pay in the future on earnings from our business.”

Entertainment Distribution is formerly known as Glenayre Technologies Inc. Under the Glenayre name, the company sold telecommunications messaging software and pre-recorded CDs and DVDs. Now, as Entertainment Distribution, it only makes and distributes pre-recorded CDs and DVDs, and also provides consulting on digital music downloads. One of Entertainment Distribution’s customers is Universal Music Group, whose artist roster includes Amy Winehouse and India.Arie.


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Homebuilders' woes mean big work for bankruptcy bar

Posted on June 30, 2008 14:56 by Andy Peters

The downturn in the economy has been bad news for the homebuilding industry. But it’s meant lots of work for the local bankruptcy bar. More than a dozen bankruptcy attorneys in the Atlanta area have been working on the Chapter 11 case of Florida’s Levitt and Sons LLC. Recent bankruptcy filings by smaller Georgia-based homebuilders have generated work for local lawyers, too.

Levittown Levitt and Sons, of Ft. Lauderdale, Fla., filed for bankruptcy protection in November, citing “unprecedented conditions” in the homebuilding industry. Berger Singerman of Miami is counsel to Levitt and Sons, which is best known for building the planned community of Levittown on Long Island, N.Y. after World War II.

During proceedings in the U.S. Bankruptcy Court for the Southern District of Florida, Levitt and Sons obtained a $3.5 million debtor-in-possession loan from Wachovia Corp. to complete the construction of homes in Georgia, South Carolina and elsewhere.

One Levitt and Sons development in Atlanta is the Seasons at Laurel Canyon, a gated, country club community in Canton that's designed for senior citizens. Paul, Hastings, Janofsky & Walker partner Cindy J. K. Davis [see photo, right] in Atlanta is representing a group of homeownersCindy Davis from that development. Marks & Williams partner Randolph A. Marks is counsel to Laurel Canyon LLC, the community's developer. Troutman Sanders partner Jeffrey W. Kelley is representing Carrollton homebuilder Patrick Malloy Communities LLC, which built homes in another section of the Laurel Canyon development.

Other local attorneys working on the Levitt and Sons bankruptcy: Powell Goldstein partner Wendy L. Hagenau is counsel to 84 Lumber Co. Cohen, Goldstein, Port & Gottlieb partner Jeffrey J. Cohen is representing Heritage Fireplaces Inc. of Norcross. Kenney & Solomon attorney Lisa H. Baggett in Duluth is representing Sunbelt Asphalt of Auburn. Jampol, Schleicher, Jacobs & Papadakis partner Steven M. Jampol in Alpharetta is representing Hemma Concrete Inc. Howick, Westfall, McBryan & Kaplan partner Louis G. McBryan is counsel to AB Mansell West LLC. And Bodker, Ramsey, Andrews, Winograd & Wildstein partner Thomas Rosseland is adviser to pipeline contractor Strack Inc.

Other bankruptcy filings by Georgia homebuilders have generated work for local attorneys. Chamberlain, Hrdlicka, White, Williams & Martin partner Jimmy L. Paul is counsel to R&B Construction Inc. of Jonesboro. Solo practitioner Debra L. McLean is representing AK Builders Inc. of Buford. Ragsdale, Beals, Seigler, Patterson & Gray partner W. Russell Patterson Jr. is advising Norris Lake LLC of Stockbridge.


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Janet ConleyThe Deal Watch Blog is devoted to bringing you the latest news in business law in Atlanta, the Southeast and the U.S. The lead writer is Daily Report associate editor Janet L. Conley.

Janet L. Conley is an attorney who returned to journalism after practicing law with Akin, Gump, Strauss, Hauer & Feld in Washington and with the Georgia Legal Services Program in Atlanta.

During her tenure at the Daily Report, Janet, now the paper's associate editor, has covered law firm economics and management, business and federal courts. In 2007, she received the Georgia Associated Press Story of the Year award and the Atlanta Press Club’s Journalist of the Year award, both for small circulation newspapers, for "Green to Gold," a series of articles on how climate change will alter business and the law.

Janet has written for The American Lawyer magazine and the National Law Journal, among other publications. She also served as managing editor of GC South magazine.

Janet holds a journalism degree from Southern College and a juris doctor degree from the University of Pennsylvania. She lives in Decatur with her husband Mark Harper, also an attorney, and their three children.

She can be reached at jconley@alm.com.

Andy PetersThe contributing writer is Daily Report staff reporter Andy Peters.

Andy Peters has been a journalist since graduating from Furman University in 1992. A short list of the subjects he’s covered includes the Georgia state Legislature, the U.S. semiconductor industry, the Alabama-Florida-Georgia “water wars” litigation, the 1999 American Airlines pilots strike, Coca-Cola and PepsiCo’s battle to acquire the Gatorade sports-drink brand, indie rock music and high school football. Andy has written for Bloomberg News, the New York Times Web site, the Macon Telegraph, the Spartanburg (S.C.) Herald-Journal and the Atlanta Business Chronicle.

Andy has written the Deal Watch column for the Daily Report since March 2006. He was born in Chattanooga, Tenn. in 1971 and grew up in Ringgold, Ga. He lives in Decatur with his wife and two children.

He can be reached at apeters@alm.com.

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