Represented Cyberguard, Inc. in its merger with Secure Computing, Inc. in a transaction valued at more than $300 million.
Represented Capital Bancorp, Inc. in connection with its merger with Renasant Corporation. The transaction was a part stock, part cash merger of two publicly traded financial institutions with a transaction value of approximately $125 million.
Represented BE&K, Inc., a privately held engineering, construction and maintenance services company, in its sale to KBR, Inc. (NYSE: KBR) in a transaction valued at $550 million.
Represented SouthTrust Corporation in its merger with Wachovia Corporation in a transaction valued at more than $14 billion.
Acquisition of 50% interest in coal mining companies - Represented CanAm Coal Corp. (TSX Venture: COE), a coal producer and development company based in Calgary, Alberta, in the acquisition of Birmingham Coal & Coke Company, Inc. and Cahaba Contracting & Reclamation, L.L.C., two Alabama-based entities with three operating coal mines covering approximately 4,000 acres of land and a coal brokerage business.
Represented Cedar Lake Mining, Inc., an Alabama coal mining company, in the acquisition of Xinergy of Alabama, Inc., from Xinergy Corp., a subsidiary of Xinergy Ltd. (TSX: XRG).
Represented Surgical Care Affiliates in connection with general corporate matters and transactions involving numerous outpatient ambulatory surgery centers.
Represented HealthSouth Corporation in the sale of its ambulatory surgery division to Texas Pacific Group in a transaction valued at approximately $920 million and in the sale of its outpatient rehabilitation division to Select Medical Corporation in a transaction valued at approximately $245 million. Each transaction involved a complicated internal restructuring to prepare the divisions for sale.
Represented Parish National Corporation in its sale to Whitney Holding Corporation in a transaction valued at approximately $165 million.
Represented Wachovia Bank in sale of branches representing a total of $600 million in deposits to R-G Crown Bank.
Represented Quepasa Corporation (NYSE: QPSA), a social media technology company, which owns and operates social networking sites, in a merger of its subsidiary with Insider Guides, Inc. d/b/a myyearbook.com, owner and operator of the social networking website, myyearbook.com. The merger consideration of approximately $100 million was paid in cash and stock of QPSA. Our representation of QPSA included serving as sole transaction counsel and tax counsel in connection with a tax opinion delivered to QPSA to be filed with its Form S-4.
Represented Motricity, Inc. in a $135 million acquisition of a division of a public company. Our representation included merger and acquisition and intellectual property advice.
Represented CapStar Bank in its acquisition of American Security Bank and Trust in a cash-and-stock deal, creating a combined company with $880 million in assets and five branches in the Nashville metropolitan area.
Represented Lumension Security, Inc. in numerous acquisitions including the cross-border acquisition of SecureWave, S.A., a Luxembourg entity, in a transaction valued at more than $65 million.
Represented The SSI Group, Inc., a provider of healthcare revenue and payment cycle management solutions, in the acquisition of Medtelligence, LLC dba Medibis, a data company servicing the surgery provider market, from Bertram Capital.
Purchaser in $9.5 million acquisition of assets of a healthcare facility
Seller in $13.8 million sale of common stock of data hosting company
Purchaser in $48 million acquisition of assets of a company in bankruptcy
Purchaser in $2.25 million acquisition of assets of a clothing manufacturer
Seller in $165 million sale of common stock of a regional medical laboratory
Purchaser in $133.5 million acquisition of assets of a peat moss manufacturer
Seller in $7.5 million sale of common stock of an automobile parts manufacturer
Seller in $37.5 million merger of sports based internet website hosting companies
Purchaser in $12 million acquisition of common stock of an insurance finance company
Purchaser in $200 million acquisition of common stock of a petroleum storage terminal company
Purchaser in $13.5 million acquisition of assets of a laboratory testing business in Chapter 7 bankruptcy
Seller in $85 million sale of assets and common stock of an oil & gas refinery and related affiliate pipelines
Purchaser in $8.0 million acquisition of common stock of a brokerage and investment banking company
Seller in $1.15 million sale of assets and real estate of a construction company specializing in waste water systems
Purchaser in $23 million acquisition of common stock of a company providing investment management services
Seller in sale of assets of two news-weekly publishers for cash and stock consideration of approximately $5.0 million
Sale of mining companies - Represented the selling shareholders in the sale of Reed Minerals, Inc., Reed Hauling, Inc., C&H Mining Company, Inc. and Reed Management L.L.C., to a subsidiary of North American Coal Corporation, a wholly-owned subsidiary of NACCO Industries, Inc. (NYSE:NC)
Staged Acquisition of NBC Universal by Comcast Corp. from General Electric Company Valued at $16.7 Billion (2011, 2013) - Advised General Electric with respect to multi-state tax ramifications of the acquisition.