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.