Smith Gambrell works for Southwest-AirTran deal
9:38 am, September 28th, 2010
Our colleagues at the Am Law Daily report that AirTran’s longtime counsel at Smith Gambrell & Russell are working on the airline’s sale to Southwest.
Partners Howard Turner, Timothy Elder, Nick Ivezaj, David Santi, and Thomas Hong made up the Smith Gambrell team. AirTran also worked with Sullivan & Cromwell M&A partners James Morphy and Brian Hamilton and benefits partner Matthew Friestedt. AirTran executive vice president and general counsel Steven Rossum served as the company’s primary in-house counsel. Read more »
King & Spalding advises Eclipsys on $1B deal
1:29 pm, June 9th, 2010
King & Spalding is representing Atlanta-based Eclipsys Corp. in its planned $1.3 billion merger with Allscripts-Misys Healthcare Solutions Inc.
The companies, which among other things provide software for electronic health records and revenue management, announced the all-stock deal Wednesday morning. Chicago-based Allscripts’ majority owner, the British company Misys, plans to cut its 55 percent stake in Allscripts to 10 percent via a secondary stock offering and buyback slated to occur in four to six months.
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Greenberg Traurig aids Gentiva buy
4:37 pm, May 26th, 2010
When Gentiva Health Services Inc. agreed to buy Odyssey Healthcare Inc. for more than $1 billion in one of the larger healthcare deals of the past decade, lawyers from Greenberg Traurig burned the midnight oil for a month to help make it happen.
Gentiva, represented by Gary Snyder, Stacey Gallant and Ron Eisenman, along with about 27 other lawyers in the firm’s Atlanta, Washington and Miami offices, will pay $27 per Odyssey common share in an all-cash transaction to acquire the Dallas-based company. “Gentiva will be using financing of its existing debt and Odyssey’s existing debt, and the total financing package is approximately $1.1 billion,” Snyder said. “We’ll be handling the financing, too.”
For Atlanta-based Gentiva, the acquisition offers the chance to gain a big chunk of the hospice-care market, which is Odyssey’s focus. Gentiva also provides hospice care, but focuses more on home-health. The combined company is expected to have an average daily patient census of about 14,000 in 30 states.
Odyssey was represented by lawyers from K&L Gates.
Kilpatrick Stockton, Baker Donelson work Fidelity Southern offering
4:36 pm, May 26th, 2010
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.
Ameris buys third failed bank from FDIC
1:34 pm, May 20th, 2010
Ameris Bancorp has acquired its third failed bank from the Federal Deposit Insurance Co. in the last eight months.
Represented by Jody L. Spencer at Rogers & Hardin, Moultrie-based Ameris announced that a subsidiary has agreed to assume $134 million in deposits and acquire about $142.3 million in the assets of Satilla Community Bank, a single-office financial institution based in St. Marys, in South Georgia near Cumberland Island and the Florida state line.
Spencer said he is not yet sure exactly what Ameris is paying for the bank. “That is one of a couple of numbers I don’t have yet,” he said, adding that the numbers will appear in an 8-K Ameris is due to file with the Securities and Exchange Commission today.
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Southern bank heads North for counsel
12:23 pm, May 20th, 2010
Two New York law firms are handling a Southern bank deal worth about $130.6 million.
Greenville, S.C.-based The South Financial Group, represented by Wachtell, Lipton, Rosen & Katz, has agreed to merge with a wholly-owned subsidiary of TD Bank Financial Group, based in Cherry Hill, N.J., and Portland, Maine. TD is represented by Simpson Thacher & Bartlett.
As part of the deal, TD will acquire all of The South Financial Group, including all deposits of Carolina First Bank, which also operates as Mercantile Bank in Florida.
Under the terms of the deal, which has been approved by the boards of both companies, The South Financial Group’s common shareholders will receive, at their election, 28 cents in cash or 0.004 shares of TD common stock for each of their shares of The South Financial Group for a total of about $61 million in cash or common stock. Also, just prior to the completion of the merger, the Department of the Treasury is slated to sell TD its $327 million in The South Financial Group’s preferred stock and an associated warrant acquired under the Treasury’s Capital Purchase Program, discharging accrued but unpaid dividends on that stock for total cash consideration of about $130.6 million.
McKenna Long & Aldridge helps Canadian energy company close $304.2M deal
2:00 pm, May 13th, 2010
In an energy industry deal worth $304.2 million, McKenna Long & Aldridge lawyers have helped Canadian company Just Energy Income Fund acquire a privately held marketer of natural gas and electricity.
Just Energy, based in Toronto, acquired all of the equity of Hudson Parent Holdings and Hudson Energy Corp. on May 7, funding its acquisition via an agreement to sell convertible debentures with an aggregate principal amount of $330 million to a syndicate of underwriters led by RBC Capital Markets, GMP Securities and CIBC World Markets Inc. as joint bookrunners.
Hudson operates in New York, New Jersey, Illinois and Texas and serves midsize commercial customers.
The McKenna lawyers who worked on the deal are partners Ann-Marie McGaughey and David Brown, and associate Kristen Beystehner.
Bank shifts non-performing assets, gets cash from stock deal
5:22 pm, May 12th, 2010
United Community Bank has done something a lot of financial institutions might envy: It has sold $103 million of non-performing mortgages and bank-owned properties to an investor at book value and set itself up for a continuing cash infusion from stock sales in the bargain.
One of UCB’s lawyers, James W. Stevens at Kilpatrick Stockton, referred to the complex deal as a “new, new thing … it’s a new form of transaction.”
He said UCB, which is owned by Blairsville-based United Community Banks Inc., the third-largest bank holding company in Georgia, has been a client of the firm’s for more than 20 years. The bank and its lawyers put together a multipart deal, first agreeing to sell about 25 percent of its non-performing assets—primarily residential and commercial loans and other real estate owned properties—to New York-based Fletcher International Inc., represented in this deal by the New York and Palo Alto, Calif., offices of Skadden Arps Slate Meagher & Flom. Read more »
Park at Briarcliff foreclosed
9:46 am, May 12th, 2010
The Park at Briarcliff
A spirited debate between Fannie Mae and the owner of a more than 1,000-unit DeKalb County apartment complex has ended in a more than $30 million foreclosure sale.
On May 4, the Park at Briarcliff, located near the Target on North Druid Hills Road, was sold on the courthouse steps to Fannie Mae, which held the note and security deed to the property and had, a dozen years ago, provided credit enhancement on a $44.2 million loan funded by a DeKalb County Housing Authority bond issuance.
The dispute leading up to the foreclosure began when the Park at Briarcliff Inc., which owns the apartment complex—but not, according to its attorney, John A. Moore at The Moore Law Group, the 80 acres of land underneath it, which is under long-term lease from the Tuggle family—didn’t meet its deadline to remarket the bonds.
When the debtor missed the deadline, Fannie Mae accelerated the loan payments. Read more »
King and Spalding client invests in liquified natural gas plant
3:02 pm, May 6th, 2010
King & Spalding lawyers have helped an affiliate of client GE Energy Financial Services close on a $150 million investment in a liquefied natural gas regasification terminal under construction in Pascagoula, Miss.
GE Energy Financial Services paid cash for its stake in Gulf LNG Holdings Group, which it purchased from Houston-based Crest Financial Limited, according to King & Spalding transactional partner Michael J. Egan. Crest was represented by attorneys from Locke Lord Bissell & Liddell’s Houston office.
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