Corporate and Securities

Representative Experience

  • Represent a New-York-based record company with the negotiation of various artist deals, music recording and publishing agreements, and synchronization and licensing deals.
  • Represent a local commercial real estate property owner in connection with the negotiation of film and tv location agreements.
  • Represent a local visual artist in connection with the sale and licensing of artist's artwork, murals and designs, which includes the negotiation of live performance and work-for-hire engagements, and the licensing of original designs and images for international and national retail campaigns and events.
  • Assist regional event production company with the drafting and negotiation of staging, audio, lighting and personnel agreements in connection with the production of music, arts, food/wine and other cultural events.
  • Represent a national-recognized tattoo artist with the licensing of original designs used in connection with the development of an international fashion line.
  • Represented  Nashville-based artist management agency in connection with the sale of the agency to a national agency.
  • Represented an Atlanta based tech firm with the acquisition of over $3 million in film tax credits.
  • Assisted Grammy Award winning artist with the branding of a national chain of retail merchandise stores.
  • Represent a Canadian-based playwright in connection with the drafting and negotiation of a royalty-pool agreement among the playwright and third party writers.
  • Represented an Atlanta-based architecture firm with the sale of the firm to a California-based firm.
  • Assisted multiple international entities with the implementation of their U.S. market entry plan.
  • Represented a regional audio and lighting production company with the closing of a $2M financing transaction.
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  • Assisted Golden Globe Award winning artist with the incorporation and organization of a 501(c)(3) non-profit corporation.
  • Represented a large hospital system in the development of a professional services agreement for the development and offering of general surgery services.
  • Represented a large hospital system in the development of a regional urgent care joint venture arrangement, including tax strategy, corporate structure and regulatory analysis.
  • Represented a large regional health system in the corporate restructure of its operations from a Georgia Hospital Authority operated hospital to a restructured, tax exempt not for profit hospital.
  • Represented a large hospital system in the development of a single specialty (hospital-physician) joint venture ambulatory surgery center.
  • Represented the creators of the award-winning podcast, "Stuff You Should Know," with the re-negotiation of their talent agreements with the Discovery Channel.
  • Served as special sellers counsel in a $60 million divestiture of a portfolio of skilled nursing and assisted living facilities to a REIT.
  • Represented the leading online registration and club management system software company in its position as seller in a reverse triangular merger of the software company into a subsidiary owned by a public company in the sporting goods industry.
  • Represented a large hospital system in the development of a system-wide, multi-specialty, physician practice acquisition strategy and process; including all documentation and negotiation.
  • Represented a large regional hospital system in the development of a professional services arrangement, including all aspects of the transaction, including due diligence, negotiation of primary agreements, regulatory filings (state and federal).
  • Represented a leading provider of end-to-end solutions for healthcare data acquisition, auditing and analytics, in a recapitalization transaction with Elm Park Capital Management.
  • Serving as health regulatory counsel to private equity group in the acquisition of home health provider, including transfer of all necessary operational licenses. Purchase price was in excess of $5 million.
  • Serving as health regulatory counsel to private equity group in acquisition of substantially all of the assets of a national hospital chain. Transaction value in excess of $1 billion.
  • Representing multi-unit franchise owners in connection with acquiring the franchise rights, structuring of the franchise operations and negotiating and drafting of the related joint venture agreements.
  • Represented franchisor, Rollins Inc., in connection with its domestic sales program and its international expansion into China, Mexico, Costa Rica, Panama, Dominican Republic, Honduras, South Korea, Nigeria, United Arab Emirates, Saudi Arabia, Kuwait, Bahrain, Qatar, Lebanon, Turkey, Ireland and Cyprus.
  • Representing industry leader in the foodservice business, Sysco Corporation (NYSE: SYY), in its domestic and international mergers and acquisitions and corporate structuring matters.
  • Represented an interstate trucking company in acquisition of regional refrigerated trucking company.
  • Represented a global freight forwarder in its acquisitions.
  • Represented an interventional radiology practice in a sale to New York Stock Exchange listed company.
  • Assisted in representation of national food distribution company in its U.S. mergers and acquisitions and corporate structuring matters.
  • Successfully registered a national chain of restaurants in all required franchise registration and exemption states.
  • Represented a large hospital system in the negotiation and drafting of a specialty co-management agreement including all corporate transactional agreements and development of applicable co-management measurement metrics in compliance with federal fraud and abuse requirements.
  • Provided legal and policy counsel to the Department of Community Health related to Georgia’s Health Information Exchange.
  • Representing a public, global eBusiness in multiple incentives negotiations and bond-lease transactions in excess of $1 billion.
  • Represented entertainment production company, Halftime Live, with all legal needs, including formation, private placement fundraising and negotiation of various entertainment-related contracts, including talent agreements, agency agreements and reality television show production agreement
  • Represented India-based technology company, NIIT (USA) Inc., in its $110 million sale of Element K, an e-learning company, to SkillSoft, and its related strategic partnership with SkillSoft.
  • Representing PawnMart Inc., a Georgia-based chain of pawn shops with more than 30 locations, providing multiple services (real estate, corporate, litigation, zoning, intellectual property) with such representation including the leasing of retail stores and multiple asset purchase acquisitions of competing stores.  Representation led to successful sale of PawnMart, Inc., to national competitor Cash America in 2013.
  • Advised a NASDAQ-listed media and Internet services company regarding SEC disclosure and compliance issues.
  • Assisted with due diligence for the acquisition of a pharmaceutical company.
  • Represented buyer in leveraged acquisition of majority control of refrigerated trucking and brokerage business, including all related equity, debt and restructuring issues, and the reorganized company in multiple follow on acquisitions.
  • Represented the largest non-foods specialty distributor in the U.S. in its position as buyer in a leveraged acquisition of majority control of a refrigerated trucking and brokerage business, including all related equity, debt and restructuring issues.
  • Represented  CryoLife, Inc., a public biotech and life sciences company, in closing a $20 million secured financing facility from GE Capital Corporation.
  • Represented a physician specialty group practice in asset sale to tax-exempt hospital system and related development of a center of excellence. Varied employment arrangements for all acquired providers. Purchase price was in excess of $5 million.
  • Assisted in the representation of specialty finance company, Peachtree Settlement Funding, in the merger of its affiliate with an affiliate of JG Wentworth to create the largest purchaser of structured settlement payment streams in the industry.
  • Advised a global freight forwarding company on a corporate governance matter.
  • Served as buyer’s counsel in $160 million acquisition of a portfolio of skilled nursing, alternative living and independent living facilities.
  • Represented the lead investor and controlling equity holder in three tranches of a $15 million plus equity investment in a software company which, during our representation, has required changes of senior management. Just prior to the software company’s failure, represented the lead investor in forming a new limited liability company and offering the shareholders of the failing software company who had preemptive rights the right to invest in the $8.5 million financing of the new limited liability company that acquired certain asset of the failing software company.  Represented the major investor in a subsequent $3 million round of financing, the removal of the president of the limited liability company and a restructuring of the limited liability company.
  • Represented B.P. Informatics LLC, a joint venture of nonprofit Blue Cross/Blue Shield companies, in the sale of its subsidiary, Med-Vantage, Inc., to a later-stage healthcare information technology company and the sale of its subsidiary, InteliMedix, LLC, to another Blue Cross affiliate.
  • Represented a national food distribution company in a $39 million purchase of the stock of a broad line foodservice distributor.
  • Successfully represented CryoLife, Inc. (CRY:NYSE), a leading medical device and tissue processing company focused on cardiac and vascular surgery, in its tender offer to acquire Cardiogenesis Corporation, a leader in the treatment of severe angina, for approximately $22 million.
  • Assisted Ilim Timber Industry, a large Russian timber processing company, in its $55 million acquisition of Tolleson Lumber Co. in connection with the employee benefits aspects of the transaction.
  • Represented originator in connection with $50 million registered offering of litigation backed receivables.
  • Served as lead counsel for a development of regional 20+ physician group practice utilizing clinical integration and financial integration. Transaction included negotiation and establishment of employments agreements, operating agreement and management agreement in compliance with both federal fraud and abuse and anti-trust compliance requirements.
  • Represented sports agent in connection with separation of employment with sports agency and related restrictive covenant dispute.
  • Represented a high net worth individual limited partner in its investment in a healthcare operating company.
  • Served as counsel for corporate private equity fund in its issuance of mezzanine acquisition financing.
  • Represented India-based technology company, NIIT, in its $110 million sale of Element K, an e-learning company, to SkillSoft, and its related strategic partnership with SkillSoft.
  • Supported the representation of Element K Corporation in an asset purchase valued at more than $110M. Acted as intellectual property counsel for the deal, which involved conducting due diligence on more than 1,400 copyright registrations owned by the client, and  clearing title in and to these registrations in preparation for assignment to the new owner as part of the transaction.
  • Provided corporate finance and real estate advice, including a nonconsolidation opinion, in connection with the sale of majority equity interest in largest national temperature-controlled warehousing and logistics services company, and related financing.
  • Represented Bond International Software, a publicly traded United Kingdom software company, in its acquisition of a Georgia-based software company, which also involved the acquisition of debt held by foreign creditors and the issuance of shares registered on the London Exchange.
  • Assisted in representation of a publicly traded UK software company in its acquisition of a Georgia-based software company.
  • Provided corporate governance and SEC disclosure advice for a campus housing REIT, Campus Crest Communities Inc., in connection with a $354 million underwritten initial public offer.
  • Represented a national food distribution company in a $33 million stock purchase and real estate acquisition of a broad line foodservice distributor.
  • Provided corporate governance and SEC disclosure advice in connection with the filing and SEC review of a proposed underwritten initial public offer for the largest national temperature-controlled warehousing and logistics services company.
  • Represented the seller of a nursing home facility and related assets located in Washington, DC in a $13 million transaction.
  • Represented a state pension fund in numerous private equity investments where the client’s investment was generally from $100 million to $1 billion.
  • Represented an online company through multiple rounds of early stage formation.
  • Represented a large hospital system in fraud and abuse analysis related to the development and securities offering of multi-specialty ambulatory surgery center.
  • Represented a large hospital system in the negotiation and drafting of a specialty joint venture agreement, including all regulatory analysis and drafting of corporate transaction documents.
  • Represented global ocean and air freight forwarder and logistics provider in connection with multiple acquisitions and roll-up of various domestic competitors with an Asian footprint.
  • Represented an investor in restructuring a $50 million loan and ownership structure relating to an offshore resort hotel. The representation was complicated by the refusal by some of the investors to participate in additional equity financing for the project and a contentious relationship with the hotel operator.
  • Assisted client in the acquisition of sports league franchise system and thereafter provided legal counsel on franchise regulatory and contract issues.
  • Actively negotiated over 50 cable franchise agreements for Verizon Communications in New York and Pennsylvania.
  • Represented  Sysco Corporation in connection with a $500 million underwritten public offering of senior notes.
  • Represented Sysco Corporation in $500 million registered offering of notes.
  • Represented a national food distribution company in a $40 million purchase of all of the assets of a broad line foodservice distributor.
  • Represented the management of a division of a multi-national public company in successfully acquiring the assets of the division in a “Stalking Horse” Bid in the US Bankruptcy Court in Delaware. After acquiring all of the assets, he represented the company for more than ten years in various corporate matters until he assisted the client in a stock sale of the company to a large public company.
  • Served as lead counsel in Regulation D offerings for innovative technology and life sciences company in the area of food safety.
  • Represented a CPA firm in professional issues with the Public Company Accounting Oversight Board.
  • Represented a publicly-traded pest control company in the $137 million acquisition of a national competitor.
  • Represented Sysco Corporation in connection with a $750 million underwritten public offering of senior notes.
  • Over the course of nine years, represented a series of three Sprint PCS network partners with respect  to their affiliation agreements with Sprint. Advised the clients with respect to all aspects of the contractual relationships and  represented two of the affiliates in the ultimate sale of their businesses.
  • Represented Newnan Hospital by negotiating, developing and documenting a plan whereby the client, a nonprofit hospital, was sold to a large nonprofit hospital system, Piedmont, on terms which assured the community that Piedmont would build a new hospital for the community to replace the existing hospital which occupied two buildings built in the 1920s and 1950s. The new hospital, Piedmont Newnan Hospital, opened in May 2012.
  • Served as counsel to a public company in a sale by closed auction resulting in a $300 million cash merger transaction with Ecolab, Inc.
  • Represented a innovative technology and life sciences company in a sale of a division.
  • Served as counsel to Glades Pharmaceuticals, LLC, the generic products subsidiary of Stiefel Laboratories, in the sale of substantially all of its assets to Perrigo Company for approximately $60 million in cash.
  • Represented distributor of specialized medical device computer cables in sale to private equity fund.
  • Represented solo physician specialty practice in asset sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing contingent compensation system tied to individual physician requirements and needs. Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • Successfully represented Nasdaq listed issuer in connection with appeal of Nasdaq delisting and related reverse stock split.
  • Responded to SEC comment letters for web hosting company, Interland Inc.
  • Represented a real estate investment company as a bidder in a hostile tender offer for a publicly traded motel chain, which evolved into a negotiated going private acquisition.
  • Successfully represented PRG-Schultz, now known as PRGX, in connection with exchange offer for $125 million of convertible subordinated debt and subsequent registered resale.
  • Represented a 30-physician specialty group practice in stock sale to publicly traded physician management company. Transaction included negotiation and transfer of exclusive services agreement with multiple area hospitals. Development of post-closing agreement on management and policy that included recognition of senior and junior physicians, intra-practice leadership and transition models. Varied employment arrangements for all acquired providers. Negotiation and early termination of office lease, including all physician guarantees. Purchase price was in excess of $70 million.
  • Represented Gulf Coast Wireless Limited Partnership, a regional wireless telecommunications company, in the $287.5 million sale of its business to a national strategic partner.
  • Served as lead counsel in a “going private” transaction for manufacturing company, Color Imaging Inc., which had more $100 million in revenue at the time.
  • Represented Sysco Corporation in connection with a $500 million underwritten public offering of notes.
  • Represented a financial services entity in connection with its $525 million sale to international financial institution.
  • Represented a private investor in connection with an investment in and the subsequent $236 million sale of a medical products company to a public company. Even though our client did not control management of the company, it did have a veto over a sale. As a result of this veto, and our client’s experience in negotiating transactions, our firm played a major role in negotiating and documenting the sale.
  • Served as lead counsel in a $125 million registered offering of notes for regional telecommunications company, Horizon PCS Inc.
  • Represented a private equity fund in sale of boutique hotel located in Washington DC.
  • Represented of physician specialty group practice and related ambulatory surgery center in asset sale to tax-exempt hospital system and related development of a center of excellence. Transaction included development of post-closing agreement on management and policy.  Varied employment arrangements for all acquired providers. Purchase price was in excess of $4 million.
  • Served as lead counsel for CryoLife Inc., a medical devices company, in an $18.2 million sale of preferred stock in a registered direct offering.
  • Served as lead counsel in a $21.5 million sale of common stock in a “PIPE” transaction for a leading medical devices company.
  • Represented a CPA firm in SEC independence and professional malpractice issues.
  • Served as lead counsel in a going private merger transaction for healthcare software company, CareCentric Inc.
  • Served as lead counsel in a going private transaction for construction company, Kimmins Corporation.
  • Successfully obtained a $3 million arbitration award for rescission of a Securities Purchase Agreement for a title insurance company.
  • Represented Sysco International in connection with a $200 million underwritten Rule 144A eligible offering of notes and subsequent SEC-registered exchange offer.
  • Represented a joint venture of three international and one U.S. real estate company in acquiring a major real estate advisor, reviewing ongoing co-investments by the real estate advisor on behalf of the joint venture and then represented the joint venture in selling the real estate advisor and its related co-investments for approximately $560 million.
  • Advised on takeover response strategies, including adoption of poison pills and employment agreements with parachutes for Microtek Medical Holdings, Inc., First Horizon Pharmaceutical Corporation and Profit Recovery Group International, Inc.
  • Served as counsel for First Horizon Pharmaceutical Corporation, a specialty pharmaceutical company, in its initial and follow on public offerings totaling approximately $245 million.
  • Represented PRG-Schultz, now known as PRGX, in connection with private issuance of $125 million subordinated convertible notes.
  • Successfully represented Sysco in connection with $200 million cash tender offer for Guest Supply, Inc., a Nasdaq listed company.
  • Represented our client in the admission of an investor in the company and several years later, the buy-out of that investor member. These transactions involved negotiation control, approval rights and funding obligations and the roll up of certain assets. The breakup required joint venture agreements that preserved certain rights of the parties as well as the spin out of the assets of the company and certain development rights.
  • Filed Form S-1 for proposed underwritten public offering of common stock for regional telecommunications company, Horizon PCS Inc.
  • Served as lead counsel for a NASDAQ-listed healthcare software company in a delisting proceeding.
  • Represented Sysco in connection with SEC registered issuance of common stock to acquire Doughtie’s Foods, Inc., a Nasdaq SmallCap listed company.
  • Served as counsel to seller in a $32 million divestiture by sale of assets of MedSurg Industries, a custom procedure tray division of Microtek Medical, to Allegiance Healthcare.
  • Served as buyer’s counsel in the acquisition of substantially all of the assets of a recovery audit firm valued at $70 million in cash, $13.3 million in common shares and $70 million in earn out payments.
  • Represented CryoLife Inc., a leading medical devices company, by underwriting multiple public offerings of common stock.
  • Represented PRG-Schultz, now known as PRGX,  in connection with $92 million registered public offering of common stock.
  • Obtained a jury verdict in the United States District Court for the Southern District of Ohio for $7.6 million on charges of securities fraud by a controlling person, against the CEO and CFO of a publicly traded industrial cleaning company located in Canton, Ohio growing out of the defendants’ sales of personal stock in the company.  Judgment affirmed on appeal by the 6th Circuit Court of Appeals.
  • Successful in aiding a public company in responding to informal SEC inquiries without a formal order of investigation issuing.
  • Served as counsel for acquirer in a stock-for-stock acquisition by merger of publicly traded healthcare company.
  • Served as counsel in initial public and follow on public offerings for Microtek Medical Holdings, Inc. totaling approximately $130 million.
  • Served as underwriters counsel for initial public offering by hotel real estate investment trust (REIT), Commonwealth Advisors, as underwriter for Jameson Inns Inc.
  • Drafted and edited numerous teaming agreement and subcontract agreements for a technology company serving as a subcontractor to multiple large systems integrators which hold prime contracts with various federal agencies.
  • Performed due diligence focused specifically on a Target Company’s multiple government contracts on behalf of my client, the purchaser of such Target Company.
  • Represented client in successful price negotiations involving cost or pricing data for a $250 million follow-on subcontract to provide materials to a large prime contractor managing and operating a US national security site.
  • Successfully represented federal government contractor in the process of submitting a Novation Agreement to the General Services Administration resulting in the novation of the company’s GSA Schedule from one corporate entity to another.
  • Represented growing, family-owned regional retail business with multiple locations.  Several financing; real estate acquisitions; trade mark litigation; non-family ownership and family intergenerational issues.
  • Serving as engagement partner for and counsel for national owner and operator of multifamily properties and related targets in hostile tender offers, proxy solicitations and other contests for corporate control.
  • Serving as engagement partner for and counsel for national owner and operator of multifamily properties and related bidders in hostile tender offers, other contests for corporate control and the acquisition and subsequent sale of undervalued equity or debt securities to their issuers.
  • Serving as engagement partner for and counsel to a New York Stock Exchange listed real estate investment trust included in Standard & Poor's 500.
  • Serving as engagement partner for and counsel to the first Chinese company to issue securities in the United States.
  • Serving as engagement partner to and counsel to a national provider of real estate financial services and related borrowers in revolving credit facilities and bridge loans.
  • Serving as engagement partner for and counsel to one of the country's largest parking companies.
  • Serving as engagement partner for and counsel to private equity funds investing in healthcare real estate, defaulted securitized commercial mortgage loans and distressed real estate assets.
  • Advising medical properties real estate investment fund regarding securities law issues and private offerings.
  • Advising a NYSE-listed provider of oilfield equipment and services regarding SEC disclosure and compliance issues.
  • Represented a developer/owner in development and financing of mixed-use, multifamily rental housing and retail project, including joint venture with faith-based organization, FH 221 (d)(4) loan, and LIHTC equity investment. 
  • Represented a temperature-controlled warehousing company in connection with national customer warehousing agreements.
  • Represented a communications technology manufacturing company with various supply agreements.
  • Represented acquiring company in stock purchase of manufacturing company.
  • Represented a warehouse REIT in preparation of IPO disclosure documents.
  • Represented national foodservice distribution company in numerous acquisitions of regional competitors valued in excess of $500 million.
  • Represented telecom and technology companies in the successful purchase or sale of their business. Transactions include the acquisition of Contel by GTE ($6 billion); the sale of Horizon PCS to iPCS ($240 million); the sale of Gulf Coast Wireless to Sprint; the sale of Contel Credit to GE Capital.
  • Represented broadband, wireless and wireline carriers in debt and equity financing transactions, such as IPOs, high yield notes, venture capital and private equity investments and senior secured loans.
  • Negotiated the sale of a multi-state flooring and distribution closely held family business for a family composed of some 20 shareholders covering four generations.
  • Successfully sold the operating company of a large Atlanta-based grocery store chain to a private equity firm, while simultaneously spinning off the real estate in a publicly traded distribution to the owners of the operating company. In an innovative procedure, the public limited partnership then leased the property back to the real estate firm for use in operations.
  • Represented Moovies Inc. in the merger of nearly 10 video rental companies throughout the Southeast. In an innovative and complex procedure, the owners all signed a contract to merge and go public simultaneously, and the proceeds from the public offering were used to close on the deal, pay off any debt, and provide the owners with cash, as well as shares in the merged company, resulting in $100 million deal. Ultimately, the new company multiplied to approximately 400 stores nationwide by acquiring smaller chains after the merger.
  • Led the public offering of Sysco Corporation, Fortune 100 national food distribution company, from its beginning to the present, including more than 100 acquisitions, dozens of public company offerings and listing on the New York Stock Exchange.
  • Serving as general counsel to an innovation public company in the area of technology and life sciences, specializing in electrolyzed water production.
  • Representing a medical practice and real estate development company in the analysis of Stark, federal anti-kickback, state certificate of need rules and corporate practice of medicine rules in conjunction with an analysis of various equity investment options to be made available to physician-investors in a $15 million medical office building and subsequent tenant-based health care service providers (e.g., laboratories, imaging centers).
  • Representing Lenbrook Square Foundation Inc., a premiere nonprofit continuing care retirement center in Atlanta, since its conception in 1980 until the present. In 2006, Lenbrook issued $172,775,000 of tax exempt bonds, the proceeds of which were used to expand Lenbrook’s campus.
  • Advising publicly traded (NASDAQ and German Stock Exchange) multinational software company in U.S. legal matters.
  • Represented German photovoltaic modules manufacturer for setup of U.S. subsidiaries and operation of sales facilities in the U.S.
  • Lead acquisition of multimillion dollar Brazilian and U.S. trade show portfolios by Germany-based trade show company.
  • Represented a wood-chip manufacturer in connection with customized equipment purchase and supply agreements.
  • Successfully represented a small technology company in obtaining a 20-year contract with the General Services Administration; such contract is referred to as a “GSA Schedule.” Drafted Memorandum of Law for the company outlining compliance obligations imposed on federal government contractors holding GSA Schedules.
  • Assisted in the representation of a national food distribution company in its U.S. mergers and acquisitions and corporate structuring matters.

Client Successes