Editorial: Mergers & Acquisitions in Georgia

01 April 2007

Two firms stand out in the research, each with four listed practitioners. King & Spalding LLP is home to the most nominated lawyer in the state, the “masterful” Michael Egan. Regarded as “the leading star” in this area, he represents clients such as United Parcel Service, General Electric, Sprint and Home Depot in a wide range of transactional matters. Interviewees also spoke admiringly of the international dimension to his practice. Alongside Egan is Russell Richards. Like Egan, Richards is known for his cross-border work, and he has worked on transactions across the US, as well as Canada, Mexico, South America and Europe. Described by one of his peers as a “fabulous lawyer”, his clients include ChoicePoint, Milliken & Company and Seaboard.

C William Baxley is “well thought of” and “clearly should be included on a list of the best”. Particularly well known for his representation of Coca-Cola, he also represents SunTrust Banks, Sprint, Jefferson Pilot and GE, and for his work in US and Latin America. King & Spalding’s final featured expert is “excellent” John Capers who was recommended to researchers for his work across a range of corporate transactions and has represented clients in cross-border M&A transactions involving assets or operations in over 80 countries. He was praised for his knowledge of transactions including tender offers, exchange offers, spin-offs, joint ventures and leveraged buy-outs. His 2006 highlights include the representation of Per-Se Technologies in its $1.8 billion merger with McKesson and Progress Rail Services on the $1 billion sale of business by One Equity to Caterpillar.

Alston & Bird LLP is “one of the best corporate firms in the region”, boasting a client list for transactional work that includes major companies such as Cingular Wireless LLC, Denny’s Corporation and Wachovia Capital Partners. At their head in terms of votes is Sidney Nurkin, “the dean of M&A in Atlanta”. Nurkin is “one of the best-known figures in the community” and has previously chaired the firm’s partners’ committee and co-coordinator of the transactional practice. Particularly lauded for his expertise on transactions involving privately-held companies, he has also served as lead counsel in representing the Southeast’s leading private equity fund.

Teri Lynn McMahon is co-chair of the firm’s mergers and acquisitions practice quality team, and a “superb lawyer”. She regularly works for Imerys, a worldwide manufacturer and distributor of specialty mineral products, as well as CGW Southeast Partners, the oldest private equity firm based in the Southeast. This year she has represented CGW in the acquisition of Crom, a concrete structure company, and the sale of EmployBridge, a staffing company. Another highly-rated M&A partner is Vaughan Curtis, who is seen as a “guru” for corporate health care matters. “I’m hearing his name more and more,” said one local rival. Experience of lead responsibility in more than 75 transactions makes the former co-head of the firm’s corporate practices a “great asset to any client”. The fourth and final inclusion from the firm is the “very bright” Bryan Davis. Co-chair of the firm’s M&A practice, he splits his time between the New York and Atlanta offices and is an “acknowledged authority” on the representation of both public and private companies and investment banking firms in M&A transactions.

Troutman Sanders LLP also performed well in the research, and three of its partners feature in this chapter. At their head in terms of votes is the “legendary” James Smith. In the last year, he was involved in: the representation of the special committee of the board of directors of Thomas Nelson in its going-private transaction; as well as the firm’s engagement as Georgia counsel for AT&T in its merger with BellSouth; and as counsel to Matria Healthcare in its acquisition of CorSolutions and its sale of Facet Technologies LLC. Robert Grout is regarded as “one of the finest transactional lawyers around”, known for both his domestic and international work. In the past year he has led the team representing Danfoss A/S, a Danish company, in four US-based acquisitions involving approximately $300 million, and headed a team of IP and transactional lawyers in negotiating a joint venture between the largest sporting goods company in Japan and one of the largest distributors in South America. “First-rate” Richard Brody at Troutman Sanders was recommended for his international work and expertise in real estate and infrastructure-related matters.

Sutherland Asbill & Brennan LLP has three featured partners. Mark Kaufman is regarded as “very talented”, and “clearly belongs on a list of the best”. The former co-chair of the firm’s corporate team is known for both his public and private M&A, having worked on more than 50 transactions in recent years, including acquisitions by Spectrum Brands of Varta, a German battery company, for approximately $250 million; Remington Products Company for approximately $325 million; Tetra GmbH for approximately $500 million; and United Industries Corporation, a US and Canadian lawn, garden and pet care products company, for approximately $1.1 billion.

Alongside him in the voting is the “excellent” Thomas Herman, head of the firm’s M&A group. Respondents repeatedly picked him out for his work on behalf of publicly held companies in their acquisition programmes, as well as his international and inbound M&A work. His colleague Robert Pile is known for restructuring transactions involving privately held companies and joint ventures, securities offerings and related governance matters involving both public and private companies in a range of industries.

Paul Hastings Janofsky & Walker LLP’s four nominees are led in the voting by “high profile” Walter Jospin, seen as a “good choice for inclusion” and recommended for his work for public and privately-held companies, investment banks and private equity funds. He has recently represented Firearms Training Systems in its sale for $144 million to Meggitt plc and Magnatrax in the $100 million sale of a subsidiary to Euromax.  Also included among the area’s leading figures is Frank Layson, chair of the M&A group. A “superlative” lawyer who can provide “informative and effective counsel” for both international and domestic transactions, he has represented General Electric, Home Depot and Monsanto. The final featured lawyer from the firm is the newly arrived Reinaldo Pascual, who joined from Kilpatrick Stockton in February 2007. He is recommended for his Latin American expertise, such as his representation of an investor group in its $100 million acquisition of Grupo Numar in Costa Rica and Nicaragua, although he also has an active domestic practice, including the $500 million sale of PracticeWorks to Eastman Kodak.

Rogers & Hardin LLP also has a trio of partners in this chapter. At their head is the “superlative” Edward Hardin, said by interviewees to be “as good as they get”. He has recently worked on acquisitions involving companies in the defence, marine, real estate and building products industries. “It is difficult to think of a better corporate lawyer” according to our sources. Fellow partner Alan Leet was described as “very talented”, and praised for his work on behalf of Brookdale Senior Living in connection with several acquisitions of senior housing assets and operations, as well as Rock- Tenn Company in connection with a recent strategic joint venture and its acquisition of the paperboard and packaging businesses of Gulf States Paper Corporation and CompX International in connection with its recent acquisitions of two marine products companies. Steven Fox was commended for his work on behalf of Citigroup and affiliates in connection with various corporate transactions; and his representation of Ryan’s Restaurant Group in its $900 million sale to a private equity sponsor.

Kilpatrick Stockton LLP’s Stanley Blackburn is regarded as “very talented”. Known for his work for BellSouth, Equifax, Cingular Wireless and Georgia-Pacific Corporation, among others, in both domestic and international matters, he is “undeniably one of the leaders in the field”.

Thomas McNeill of Powell Goldstein LLP was described as “terrific” by interviewees, and chairs the firm’s business and finance practice group. An “expert” in supply chain logistics, he was recognised for his international practice, involving inbound and outbound transactions and the structuring of international distribution systems. His transactional experience includes the acquisition by a US flag international air carrier of a similar carrier and the acquisition of the assets of a 450-store national retailer. Also included is Rick Miller, a “very strong practitioner” who impressed respondents with the “depth and range of his knowledge”.

Several practitioners also deserve a mention. Clay Long, one of the founding partners of McKenna Long & Aldridge LLP, is “clearly one of the most experienced corporate lawyers in Georgia”. He has represented companies such as Coca-Cola Enterprises, Cable America, First Capital Management and Monsanto, and has also been an adjunct professor of law on mergers and acquisitions at Georgia State Law School. He is joined by Wayne Bradley who also performed well in the research, standing out for his work assisting non-US companies in buying or selling domestic businesses. Examples include Hoshizaki’s acquisition of Lancer Corp, Habasit’s acquisition of Summa Industries and LINPAC Group’s divestiture of Lin Pac.The “first-rate” Jonathan Golden, chairman of Arnall Golden Gregory LLP is also recognised. The firm represents clients such as National Distributing Company and Rich Products Corporation.

Mitchell Purvis of Parker Hudson Rainer & Dobbs LLP was described as “very good and extremely capable”. Also known for his finance practice, his M&A work in industries such as construction, software development and distribution, consulting and professional services, packaging and manufacturing is very well regarded.

The final lawyer in this chapter is John Zamer, “the best M&A lawyer at Jones Day”. In 2006 he advised Cumulus Media in the $1.5 billion acquisition by Cumulus Media Partners, LLC of the radio business of Susquehanna Pfaltzgraff Co, as well as Georgia Gulf Corporation in its Cdn $1.7 billion acquisition of Royal Group Technologies Limited and the £1.1 billion acquisition of the chemical assets of Condea Vista and related financings by the same client.

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