Acquisition of aviation equipment company
Represented Fokker Services B.V. (headquartered in the Netherlands) and a subsidiary of Stork N.V. in the acquisition of Aerotron Airpower, Inc. (d/b/a Fokker Aerotron) and Fokker Airinc Incorporated (formerly known as Alabama Instrument and Radio, Inc.).
Formation of construction materials joint venture
Represented Ready Mix USA in the negotiation, formation and funding of a joint venture with the U.S. subsidiary of CEMEX, a global building solutions company, and in the follow-on expansion of the joint venture through the acquisition of additional ready mix and block assets of CEMEX located in the Atlanta area.
Acquisitions for EBSCO Industries, Inc.
Represented EBSCO Industries, Inc. in connection with numerous acquisitions, including global subscription agent RoweCom/Faxon, Cinahl Information Systems, Crown Products, Inc., PRADCO (the largest fishing lure manufacturer in the world), Summit Tree Stands, Carry-Lite Decoys and Moultrie Products, LLC.
$100 million equity investment in healthcare company
Represented Solantic Walk-in Urgent Care, a growing operator of retail urgent care clinics in the Southeast, in connection with an investment of $100 million by a major private equity firm.
$135 million acquisition of public company business division
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.
$300 million merger of information security services firm
Represented Cybergaurd, Inc. in numerous acquisitions and its merger with Secure Computing, Inc. in a transaction valued at more than $300 million.
Cross-border acquisition for Lumension Security, Inc.
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.
$125 million merger of financial institutions
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.
Representation of Pharos Capital
Represented Pharos Capital in connection with a $100 million capital raise and various venture capital and private equity investments.
Representation of Richard L. Scott Investments
Represented Richard L. Scott Investments, a private equity firm, in connection with numerous public and private equity investments including the $60 million acquisition of Drives, Inc., an agricultural manufacturer.
$550 million merger of constructional engineering firms
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.
Sale of HealthSouth Corporation business divisions
Represented HealthSouth Corporation in the sale of its Outpatient Rehab Division to Select Medical Corp. and the Sale of its Ambulatory Surgery Division to an affiliate of Texas Pacific Group.
$14 billion merger of SouthTrust and Wachovia
Represented SouthTrust Corporation in its merger with Wachovia Corporation in a transaction valued at more than $14 billion.
Branch divestitures for Regions Bank
Represented Regions Bank in its divestitures required by the Department of Justice to receive antitrust clearance in its merger with AmSouth ($2.6 billion and 52 branches in Alabama, Mississippi and Tennessee).
1934 Act Reporting for Energen Corporation
Represented Energen Corporation (NYSE: EGN) in the preparation and review of all Exchange Act reports, including 10-Ks, 10-Qs, and 8-Ks, and annual meeting documents, including proxy statements.
Acquisitions and Divestitures for Vulcan Materials Company
The firm represented Vulcan Materials Company in its sale of numerous businesses, including the sale of its industrial water treatment and pulp and paper specialty chemicals business to Kemira, Oy, and in its acquisitions of various limestone quarries and sales and distribution outlets.
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.
$26 million refinancing of privately-held retail shopping center
Represented special purpose entity in a $26 million refinancing of retail shopping center located in Alabama secured by all real and personal property.
Formation of Molpus Woodlands Fund III, L.P.
Represented The Molpus Woodlands Group, LLC in the formation of a timber management fund, the members of which are state and municipal retirement funds, foreign governmental entities, insurance companies, and other financial institutions.
Initial Public Offering of Campus Crest Communities, Inc. (NYSE: CCG)
Represented Campus Crest Communities, Inc., a national student housing developer; in its initial public offering with approximately $380 million in proceeds. Represented affiliates of Campus Crest Communities, Inc. in numerous financing, joint venture and restructuring activities.
Prognosis Venture Capital Investment
Represented Prognosis Health Information Systems, the Houston-based provider of ChartAccess EHR, in its sale of preferred stock to OpenView Venture Partners, a venture capital firm based in Boston.
Recapitalization of Cardon Healthcare Network
Represented Cardon Healthcare Network, a provider of hospital revenue cycle solutions based in The Woodlands, Texas, in its recapitalization by Serent Capital, a San Francisco-based private equity firm.
Recapitalization of Saiia Construction
Represented Saiia Construction, LLC, a premier site construction and civil maintenance provider, in the sale of a controlling interest to an affiliate of Insight Equity, a private equity firm based in Dallas, Texas.
Sale of IntraNexus, Inc. to Quality Systems, Inc.
Represented IntraNexus, Inc., a provider of web-based integrated clinical and revenue-cycle management information systems to hospitals based on Virginia Beach, Virginia, in its sale to Quality Systems, Inc. (NASDAQ: QSII).
Sale of Mental Floss Magazine to Dennis Publishing
Represented Mental Floss, a publishing and entertainment company, in its sale to Dennis Publishing, one of the world’s leading independently owned media companies.
Sale of Opus Healthcare Solutions
Represented Opus Healthcare Solutions, a provider of clinical information systems to the acute care market based in Austin, Texas, in its merger with NextGen Healthcare (NASDAQ: QSII).
Acquisition of Creative Health Systems by Prognosis Health Information Systems, LLC
Represented Prognosis Health Information Systems, a leading provider of information systems to the community hospital market, in its acquisition of Creative Healthcare Systems and its MedGenix financial information system.
Merger of Insider Guides, Inc. d/b/a myyearbook.com with and into a subsidiary of Quepasa Corporation (NYSE: QPSA)
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.
Physicians Capital Inc. 2011 Series B Equity Raise
Represented Physicians Capital, Inc., a Nashville-based lender to physicians and physician practices throughout the United States, in raising approximately $7.5 Million in new equity represented by Series B Convertible Preferred Stock.
$50 Million Private Placement of Debt of Alabama Gas Corporation
Represented Alabama Gas Corporation in the issuance of $50 Million in Notes in a private placement via two separate Note Purchase Agreements.
$76.5 million acquisition of hospital
$76.5 million acquisition of hospital in Tennessee.
CapStar Bank Acquisition of American Security Bank and Trust
Represented CapStar Bank in it's 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.
Formation of SouthPoint Bank
De novo formation of Alabama chartered FDIC insured bank, including regulatory applications, securities offering and related matters.
Issuance of Common Stock by a Bank Holding Company to Investor Group in a Change of Control Transaction
Represented bank holding company in connection with the issuance of stock in private placement to an investor group whereby the investor group became a bank holding company and acquired control of the existing bank and bank holding company. Negotiated employment agreements and severance arrangements for various officers. Assisted in obtaining necessary regulatory approvals. Obtained approval of new executive officers and directors. Transaction size of approximately $10 million.
Sale of Drives, LLC
Represented Drives, LLC, a worldwide leading manufacturer of chains and auger products for the agriculture industry, based in Fulton, Illinois, and its majority unitholders, in the sale of all the units of Drives, LLC to the Timken Company (NYSE: TKR), a global manufacturer of bearing, alloy steels, and related components and assemblies.
Tennessee Health Management Refinance of Portfolio of Skilled Nursing Facilities
Represented Borrower in refinance of portfolio of 13 skilled nursing facilities with FHA insured mortgages under Section 232/223f.
Sale of Stock of Sy.Med Development, Inc. to HealthStream, Inc.
Represented Sy.Med Developments, Inc., a provider of physician credentialing software to over 800 customers, in the sale of 100% of its issued and outstanding securities to HealthStream, Inc., a Nashville-based publicly traded company in the healthcare research and education industry.
Sale by Digital Connections, Inc. of Its Cabling Division
Represented Digital Connections, Inc. in the sale of its infrastructure cabling and fiber optics business to Digital Group, LLC.
Sale of Defran Systems, Inc. to Netsmart Technologies
Represented Defran Systems, Inc., a New York-based developer of case, clinical and financial management software for the human and social services industries, in its sale to an affiliate of Netsmart Technologies, Inc.
$110,000,000 Tax Exempt Bond Financing
Represented Fifth Third Bank in purchase by bank syndicate led by Fifth Third Bank of $110,000,000 Revenue Bonds (ProVision Center for Proton Therapy Project), Series 2012 issued by The Industrial Development Board of the County of Knox.
$36,408,272 Tax Exempt Bond Financing
Represented Regions Capital Advantage, Inc. in purchase of $36,408,272 Revenue Bond (Baptist Health System, Inc.), Series 2012-B issued by The Special Care Facilities Financing Authority of the City of Birmingham-Baptist Medical Centers.
$30.5 million secured revolving and term loan credit facility to privately-held steel company
Represented a privately-held steel company headquartered in Birmingham, Alabama in a $30.5 million secured revolving and term loan credit facility.
$300 million syndicated term loan credit facility to Energen Corporation
Represent Energen Corporation (NYSE:EGN), a diversified energy holding company headquartered in Birmingham, Alabama, in a $300 million syndicated term loan credit facility with Bank of America, N.A., as agent for the lender group.
$55 million syndicated, secured revolving and term loan credit facility to privately-held oil distribution company
Represented privately-held oil distribution company and its subsidiary guarantors headquartered in Birmingham, Alabama, in a $55 million syndicated, secured revolving and term loan credit facility with BB&T as agent for the lender group.
$600 million syndicated, secured revolving credit facility to Vulcan Materials Company
Represented Vulcan Materials Company (NYSE:VMC) and certain of its subsidiaries as Alabama, Mississippi and Tennessee local counsel in a $600 million syndicated ABL credit facility with SunTrust Bank as agent for the lender group.
Acquisition of controlling interests in privately-held real estate companies by a minority co-owner
Represented target real estate companies located in Alabama in the acquisition of controlling interests by a minority co-owner in a transitory transaction that involved the transfer of equity in 17 privately-held companies.
Office building refinancing for special purpose entity
Represented special purpose entity in a $1.8 million refinancing of an office building located in Birmingham, Alabama secured by real estate.
Investment of Source Capital in ABUTEC Industries, Inc.
Represented ABUTEC Industries, Inc., a manufacturer of emission control products based in Kennesaw, Georgia, in connection with its strategic investment by Source Capital.
$1.25 billion syndicated revolving credit facility to Energen Corporation
Represented Energen Corporation (NYSE: EGN), a diversified energy holding company headquartered in Birmingham, Alabama, in a $1.25 billion syndicated revolving credit facility with Bank of America, N.A., as agent for the lender group.
$100 million syndicated revolving credit facility to Alabama Gas Corporation
Represented Alabama Gas Corporation, a natural gas distribution utility company, in a $100 million syndicated revolving credit facility with Bank of America, N.A., as agent for the lender group.
$23 million secured revolving and construction/term loan credit facility to privately-held metals industry
Represented a privately-held company headquartered in Birmingham, Alabama engaged in the metal recycling and smelting business in a $23 million secured revolving and construction/term-loan credit facility.
$90 million syndicated, secured revolving and term loan credit facility to privately-held holding company and operating subs
Represented a privately-held holding company headquartered in New York and its operating subsidiaries engaged in the specialty plastics products and packaging business in a $90 million syndicated, secured revolving and term loan facility with General Electric Capital Corporation as agent for the lender group.
Equity investment and loan to frac sand
Represented privately-held investor in connection with its equity investments in and debt financing of frac sand companies located in Wisconsin and Texas.
Acquisition and related financing of retail shopping center located in Colorado
Represented managing member of acquirer and non-recourse guarantors/sponsors in connection with acquisition of a retail shopping center located in Colorado and the related financing
$118,000,000 Taxable Series 2013-A Bonds
Served as underwriter’s counsel on $118,000,000 Taxable Series 2013-A Bonds of The Health Care Authority for Baptist Health, An Affiliate of UAB Health System.
$15 Million Term Loan to Hospital System
Served as bank counsel to Regions Bank on $15,000,000 term loan to Baptist Health System, Inc.
Acquisition of healthcare data solutions company
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.
Sale of International Hotel Reservation System Operator
Represented InnLink LLC, the operator of a computerized reservation system with more than 7,000 hotel properties, and its affiliate, TravLynx, LLC, in the sale of all of the membership interests in those companies to IHS US Inc., a subsidiary of a German hospitality technology company.
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)
Securities and Corporate Governance Litigation
Represented a service company in the energy industry in repelling a shareholder's threatened class action arising out of a description in the client's proxy statement of its stock option plan.
Obtained dismissal of client Meecorp Capital Markets, LLC in a suit pending in Dallas County, Texas, due to lack of subject-matter jurisdiction.
Obtained an order dismissing clients from a suit pending in the U.S. District Court for the Northern District of Texas, Dallas Division, for lack of subject-matter jurisdiction. Excel Marketing Solutions, Inc. v. Direct Financial Solutions, LLC, CA No. 3:11-CV-0109-D, 2011 WL 1833022, (N.D. Tex. May 13, 2011) (Fitzwater, C.J.).
Obtained a $3.15 million judgment in the U.S. District Court for the Western District of Texas, Austin Division, confirming two arbitration awards entered by a Hong Kong arbitral tribunal in favor of a Chinese manufacturer. China Nat'l Bldg. Material Inv. Co., Ltd. V. BNK Int'l LLC, No. 09-CA-488-SS, 2009 U.S. Dist. LEXIS 113194 (W.D. Tex. Dec. 4, 2009) (Sparks, J.).
Obtained a favorable decision from a Harris County, Texas, trial court granting partial summary judgment for a technology services company, its president and chief operating officer in an action involving claims for breach of contract and damages for an accounting and partnership distribution.
Mergers & Acquisitions
Purchaser in $9.5 million acquisition of assets of a health care 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
Securities
Issuer in $108 million warrants offering (Form S-3)
Management Group in “going private” LBO (Schedules 14A and 13E-3)
Issuer in $90 million offering of common stock and related rights (Form S-1)
Issuer in $200 million initial public offering of oil & gas company (Form S-1)
Underwriter in $70 million initial public offering of oil & gas company (Form S-2)
Issuer in $47 million registration of warrants held by warrantholders (Form S-3)
Issuer in registration of $162 million of common stock of selling shareholders (Form S-3)
Issuer in $65 million equity offering under shelf registration statement (424 Prospectus Supplement)
Member admission agreements involving the contribution of $2.0 - $7.3 million of home health care and durable medical assets
Numerous private offerings under Regulation D of the Securities Act, including:
Offerings by various start-up technology companies; and
Offerings by various healthcare ventures, including lithotripsy centers, ambulatory surgery centers, and green light laser centers