Stephen D. Fox

Partner

Fax: 404.873.8529
Atlanta
171 17th Street NW
Suite 2100
Atlanta, Georgia 30363

Biography

Steve is a partner in the Corporate & Finance practice. He guides companies through growth strategies, advising clients on structuring and completing acquisitions, divestitures and strategic alliances, financing, and public and private securities offerings. Additionally, he counsels clients on corporate governance and regulatory compliance issues, and in doing so he works collaboratively with accountants, financial and other professional advisors, as well as staff at the Securities and Exchange Commission (SEC). Specifically, the Boards of Directors for public and private companies look to Steve’s experience in significant corporate transactions. Clients draw upon his expansive knowledge of mergers and acquisitions, corporate governance and compliance, reporting obligations and corporate finance to facilitate their business decisions.

Steve shares his valuable experience in transactional, investigatory and litigation matters to provide important perspective as decisions are made. Both domestic and international clients engage him to assist in executing their transactional, operational and financial activities. While having assisted publicly-held businesses in a broad range of industries, Steve has a particular focus in life science and healthcare businesses, such as pharmaceutical, medical device, hospital supply, biotech and long-term healthcare companies.

Experience

  • Served as counsel to a public company in a sale by closed auction resulting in a $300 million cash merger transaction with Ecolab, 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.

  • 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 special sellers counsel in a $60 million divestiture of a portfolio of skilled nursing and assisted living facilities to a REIT.

  • Served as buyer’s counsel in $160 million acquisition of a portfolio of skilled nursing, alternative living and independent living facilities.

  • Served as counsel to a nationally focused real estate developer in the syndication to physician-tenants of interests in a Princeton, New Jersey based medical office building.

  • Served as counsel to the sponsor of a private equity fund in its formation and private placement of membership interests for an opportunity focused real estate investment fund formed to invest in Atlanta based office properties.

  • Served as counsel to a specialty pharmaceutical company in connection with the formation of a strategic alliance with a medical device development company to develop, market and sell obstetric products.

  • Representation of a state low-income housing tax credit (Georgia) investor in structuring and selling interests in funds to investors that raised in excess of $80 million through more than 20 different funds. Representation included structuring a variety of multiple and single investor fund offerings and addressing issues associated with the federal income tax treatment of state credits in such transactions.

  • Served as counsel to the sponsor of a private equity fund in its formation and private placement of membership interests for an opportunity focused real estate investment fund formed to invest in office and retail properties.

  • Representation of a developer in syndicating Georgia low-income housing tax credits available with respect to projects developed by affiliates. Representation included tax planning and structuring for the sale of interests in funds and securities law matters.

  • 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.

  • Successful in aiding a public company in responding to informal SEC inquiries without a formal order of investigation issuing.

  • Successful in defense of putative 10b-5 class action litigation, prevailing by dismissal with prejudice on motion for failure to state a claim.

  • 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.

  • 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 i cash.

  • Served as counsel to a buyer in providing DIP financing and successfully becoming the prevailing bidder in a Section 363 purchase out of bankruptcy of a chain of pharmacies.

  • Served as counsel to a telecom company in its decision to implement a sales process, successfully resulting in a $230 million sale of the company to a portfolio of private equity funds.

  • Served as counsel to the buyer in the purchase of leading regional pharmaceutical distribution companies.

  • Served as counsel to the buyer of a portfolio of over-the-counter pharmaceutical products in connection with a private auction and strategic divestiture by a leading multi-national pharmaceutical company.

  • Served as counsel to the independent directors of a mutual fund, and assist in the organization and securities offerings of a number of private equity funds.

Credentials

  • Emory University School of Law, Juris Doctor,
    with distinction
    • Order of the Coif
  • St. Andrews Presbyterian College, Bachelor of Arts
  • State of Georgia 1983