Editor: Tell us about King & Spalding, your practice and your role in the firm. What practice areas are covered in the Atlanta office?
Prince: King & Spalding is an international law firm that represents a broad array of clients, including half of the Fortune Global 100. We have over 800 lawyers in 17 offices in the United States, Europe, the Middle East and Asia. The firm also represents hundreds of clients with new ventures and small to mid-market companies.
I serve as managing partner for our Atlanta office. In that role, I have my hand in a wide variety of areas, including client relationships, administrative matters and our office's involvement in the Atlanta community.
As a firm, our lawyers work across offices without regard to geographic boundaries. That said, we have over 300 lawyers sitting here in our Atlanta office, covering a broad array of practice areas, including business litigation, corporate, finance, financial restructuring, healthcare, intellectual property, real estate capital markets, special matters/investigations, tax and tort/environmental litigation.
In terms of my practice, I am a partner in our firm's corporate practice group. I would break my practice down into three areas: (i) securities transactions, for example IPOs and other capital-raising transactions, (ii) mergers and acquisitions, and (iii) counseling for public companies and their boards of directors on SEC, governance and other corporate matters.
Editor: Tell us about some of your recent litigation successes in the Atlanta office.
Prince: Our litigation practices span a wide array of industries and practice groups. Our business litigation lawyers focus on 12 primary specialty areas, including antitrust, appellate, class action, construction, commercial and real estate, false claims act, insurance recovery, labor and employment, privacy and information security, professional liability, securities and tax litigation. Our Appellate Group was named as one of Law 360’s practice groups for the year due to their extraordinary record of appellate victories in difficult cases.
Our tort and environmental litigation practice also spans the nation with lawyers in Atlanta, Charlotte, Houston, Los Angeles, San Francisco and Washington, DC. We are known for our national practice, deep trial bench and success handling a wide range of product liability, mass tort, and environmental litigation and disputes, including pharmaceutical, consumer products, chemical and automotive matters. At the start of this year, this group was named by Law 360 as a Product Liability Practice Group of the Year in recognition of major victories our lawyers delivered for clients embroiled in product liability litigation.
Our business litigators recently won complete dismissal of a securities fraud class action against two executives of a leading lithium ion battery manufacturer in federal court in Texas. The case was important because it was an early dismissal, and the court issued an opinion finding that corporate officers will not be held liable for statements taken out of context that, when viewed in light of all circumstances, are not misleading to shareholders. We also obtained dismissal of a class action in Puerto Rico seeking over $300 million in alleged damages against a Big 4 accounting firm.
Our team also won a significant victory for CTIA–The Wireless Association in a lawsuit challenging a Georgia Public Service Commission rule that would have required wireless carriers to raise service rates on some of Georgia’s poorest households.
Our tort and environmental litigation practice has had several key wins in the past year, including multiple defense verdicts and appellate wins on behalf of our clients in product liability matters. For example, our lawyers achieved a complete defense verdict on behalf of Merck in the first bellwether trial of hundreds of claims in the Fosamax multi-district litigation regarding atypical femur fractures pending in New Jersey federal court. In the last year alone, our lawyers also obtained several complete defense verdicts and other favorable verdicts in “Engle progeny” tobacco cases pending against R.J. Reynolds in Florida and involving former members of a decertified class action. We also achieved a near-complete victory on behalf of the tobacco industry in the first mass action tobacco trial, which took place in May 2013 in West Virginia and involved hundreds of plaintiffs.
Editor: King & Spalding has one of the top intellectual property practices in the country. What type of IP matters does your firm handle, and can you give a recent example?
Prince: King & Spalding offers clients a full-service intellectual property practice that combines proven first-chair trial and business lawyers with true scientific specialists. We handle all types of IP matters, including high-stakes patent litigation, disputes before the International Trade Commission, trademark and false advertising litigation, patent and trademark prosecution and strategic counseling.
Some recent accomplishments from our IP team include successfully defending The Brookwood Companies at trial in the Southern District of New York and on appeal in the Federal Circuit in a patent infringement case brought by its competitor, Nextec Applications. Nextec had accused our client of infringing patents related to machines for creating breathable, waterproof, germ-resistant fabrics. Following a five-week bench trial, the trial court found that our client was not infringing the patents and the Federal Circuit Court of Appeals affirmed the trial court’s non-infringement findings.
Editor: Can you tell us about some interesting developments in the firm’s Atlanta corporate practice?
Prince: Let me answer that by first addressing two areas that we have been focusing on over the last couple of years – first, serving as a resource for public company directors, and, second, further developing our platform for advising public companies about securities compliance and corporate governance.
In terms of public company directors, we have focused on convening groups of board leaders to discuss current issues and best practices. Directors really enjoy peer-to-peer dialog on “hot topics.” We have a network of lead directors from some of the largest companies around the country, called the Lead Director Network, and also a network of board leaders from leading companies in the Southeast. These networks meet periodically to share information about approaches to pressing issues and to hear from other business leaders.
In addition to the live meetings of our directors networks, we have launched a website for public company directors, called the “Directors Governance Center.” A team of our public company attorneys scans blogs, reports, surveys and other publications for items that will be of interest to public company directors, and we then write short summaries with links to the original resources. We also include original content from King & Spalding attorneys who work with public company boards. Traffic to the DGC has been strong as we follow emerging issues and keep directors up to date, all at the same time. You can check out the website at www.directorscenter.com.
A second focus for our Atlanta corporate team has been supporting public companies in their securities compliance and reporting, as well as corporate governance. One of our greatest resources is our roster of public company clients, ranging from some of the largest companies in the country to those that are in the process of going public. This critical mass of clients allows us to be very efficient in addressing both recurring issues and new rules and regulations coming from Congress and the SEC. Often, the most valuable advice we can give a client is information about how other clients are addressing an issue, and the depth of our public company practice provides a real benefit to all these clients.
Our corporate practice also continues to remain active on the M&A and private equity fronts. We have been helping private equity clients since the mid-1980s and, over the past year, we have worked with private equity funds such as Roark Capital Group, Pamlico Capital, Ridgemont Equity, Eagle Merchant Partners, Lone Star Funds and Highland Capital Management.
Roark Capital Group is an Atlanta-based private equity firm, and in the past year we have assisted Roark with a number of important acquisitions and investments in the franchise industry. Earlier this year, Roark made an equity investment in Anytime Fitness, the world’s largest and fastest-growing co-ed fitness franchise, which represents Roark’s 31st investment in franchise, multi-unit brands that collectively have nearly 18,000 locations and $16 billion in systemwide revenues across 50 states and 71 countries. This investment followed Roark’s acquisition at the end of 2013 of a majority stake in CKE Inc. from funds managed by Apollo Global Management, LLC. CKE owns, operates and franchises Carl’s Jr. and Hardee’s quick-service restaurants, and collectively the brand generates approximately $4 billion in annual system revenues.
Editor: We understand King & Spalding has a long and deep history in real estate capital markets. Can you give us some recent highlights?
Prince: Our real estate capital markets practice has developed a national and international reputation for significant real estate transactions, having started with our real estate practice in Atlanta almost 50 years ago. Our expertise and market knowledge have given us the opportunity to represent institutional investors, developers, operators and owners of real estate in all property and transaction types.
One recent example of our local roots and global scale was our representation of long-time client Edens Investment Trust, a premier South Carolina-based retail owner and developer, in connection with its $1.47 billion equity recapitalization, which closed in December 2013.
Another example was our representation of Cousins Properties Incorporated in its 2013 acquisition of a $1.1 billion Texas office portfolio, with properties in Houston and Fort Worth, a transformative transaction for the well-known NYSE-traded Atlanta office REIT. In Atlanta, we represent Jamestown in its ambitious redevelopment of the largest brick structure in the Southeastern United States, a former Sears distribution center, into a dynamic mixed-use facility called Ponce City Market. Finally, with the U.S. multifamily market boom, in the past two years we have represented Atlanta-based Novare in the development and debt and equity financing of its SkyHouse residential towers in Atlanta, Austin, Charlotte, Dallas, Houston, Orlando, Tampa and Raleigh.
Editor: King & Spalding also has a nationally recognized finance practice. What are some recent highlights?
Prince: King & Spalding was recently recognized by the IFLR 1000 as one of the world’s leading law firms advising on bank lending, project finance and capital markets and was ranked by Reuters Loan Pricing Corporation in the top 10 by number of deals for its representation of U.S. lenders on syndicated loan transactions, syndicated leveraged loan transactions and M&A transactions.
Our finance practice represents lenders, investors, funds and borrowers in finance and other commercial transactions, including investment grade and sub-investment grade credit facilities on both a syndicated and single-lender basis. We represent both Southeastern-based and national clients, performing transactions on national and international scales.
For example, we have recently represented SunTrust Bank in a number of transactions, including an $848 million financing in connection with the recapitalization of RCN Telecom Services LLC, a $375 million revolving credit and term loan facility for MedSolutions Holdings, Inc. (a radiology benefits management company) and a work-out and restructure of a $190 million revolving credit facility for U.S. Xpress Enterprises, Inc.
We also recently represented Bank of America on a $2 billion revolving credit facility for Ashtead Group Plc, involving cross-border collateral and multi-currency transactions; Wells Fargo Bank on a $1 billion revolving credit facility for Mohawk Industries Inc.; and General Electric Capital Corporation on a number of financings and credit facilities.
Editor: King & Spalding has been significantly involved in an array of development projects across the state. What are you seeing out there?
Prince: We are definitely seeing signs of health in overall economic trends, which has kept our public finance and economic development group hopping over the last year. While the messages remain mixed, most states, including Georgia, are seeing improvement in state revenues, the gradual easing of unemployment rates, and spending that has finally surpassed pre-recession levels. All of the predictions we are seeing from state economists indicate that Georgia will outperform the nation in 2014 in terms of real gross domestic product and job growth, which is good news for our firm and our clients.
As I mentioned, the general improvement in both the national and local economy, coupled with the specific strides made within the state of Georgia to attract new business investment through a variety of incentives, has resulted in a significant uptick in activity within our public finance and economic incentives practice. By way of illustration, I can highlight the extraordinary activities in west Georgia over the last several months. Major announcements were made in Cedartown regarding an expansion by Gildan Yarns; in Villa Rica with respect to important new projects for Southwire and UPC Southeast; and in Carrollton, where significant development and expansion projects were reported with respect to facilities for Trident Seafoods, Yachiyo Manufacturing of America, Decostar Industries and Southwire. The total capital investment for these projects will surpass $300 million, and new jobs are estimated to exceed 1,000. The backstories behind each of these successful announcements consistently involve an active collaboration among highly engaged local political and economic development officials; the responsible project manager from Georgia Department of Economic Development for the region; and business officials and consultants who understand that the most successful projects are those in which both the company and the community are winners. King & Spalding was pleased to handle the bond financing and economic incentives packages in connection with all of these transactions.
Editor: We understand King & Spalding has a world-class healthcare practice. Tell us about it.
Prince: A number of years ago, the firm made a decision to “double down” on its strengths in several industries, including healthcare. As a result of that initiative, we have developed the broadest and deepest bench of lawyers, scientists, policy analysts and consultants specializing in healthcare. More than 260 professionals at King & Spalding serve the entire spectrum of institutional providers, practitioners, payors, educators, researchers, inventors, suppliers, investors and manufacturers. According to Modern Healthcare’s rankings, our Healthcare Industry Practice is the largest health industry practice in America. The practice covers a broad scope of matters, including complex commercial litigation, government investigation and False Claims Act defense, reimbursement advice and litigation, proactive compliance counseling and transactional work, to name a few.
Our practice is also nationally recognized for its thought leadership in a number of areas. Our lawyers speak and publish regularly on industry developments, and the firm holds monthly webinar roundtables on emerging issues associated with new or changing regulations, new delivery structures and evolving enforcement initiatives. In the spring of each year, we hold a national Health Law and Policy Forum in Atlanta, which brings together leaders in the healthcare industry to discuss the latest developments and future predictions for the industry.
Editor: Tell us about your Southeast restructuring practice.
Prince: Our restructuring group focuses largely on representing banks, lenders, private equity funds and other intermediaries of capital in connection with in-court and out-of-court restructurings. In 2013, we represented Credit Suisse as agent to the pre-petition, debtor-in-possession and exit lenders in connection with the successful reorganization of AMF Bowling, one of the nation’s largest operators of bowling centers. We also represented Archon Group, an affiliate of Goldman Sachs Specialty Lending, as prepetition lender to Lichtin-Wade, a commercial real estate developer in the Raleigh-Durham metro area, in connection with the sale of the debtor’s assets in its Chapter 11 bankruptcy case — a sale that resulted in Archon Group receiving a full recovery on its loan, including interest and fees.
In addition to our work for financial institutions, our group also has a thriving distressed M&A practice — situations where we represent buyers or sellers of financially distressed businesses. Our most successful recent distressed M&A transaction was the representation of Cagle’s, Inc., a Georgia-based poultry processor, in connection with the filing of its Chapter 11 bankruptcy case in the Northern District of Georgia and the subsequent sale of its assets to a strategic buyer. In a rare occurrence, the sale of Cagle’s assets resulted in a recovery sufficient to pay all of Cagle’s creditors in full with interest, as well as pay a significant distribution to Cagle’s public shareholders. For our work on the matter, members of the Cagle’s deal team were awarded the international Turnaround Management Association’s Large Transaction of the Year Award for 2013 for both the Georgia and National TMA chapters.
Editor: We know that the firm has always been committed to community involvement and charitable activities in Atlanta. What projects has the firm been involved in recently?
Prince: An important part of King & Spalding’s culture is giving back to the Atlanta community. We are currently co-sponsoring a project called Elevate U with Ernst & Young, Jackson-Spalding, Boston Consulting Group and Bunnell Idea Group. The goal of Elevate U is to take techniques used by lawyers and professionals to deepen client relationships and develop business and translate them to nonprofits who need to cultivate donor relationships and raise funds. The first program was held in November 2013, and included 15 of the top nonprofits in Atlanta: 100 Black Men of Atlanta, American Red Cross, Atlanta Legal Aid Society, Big Brothers Big Sisters, Boys & Girls Clubs, CARE, CredAbility, Georgia Conservancy, Grady Health Foundation, Habitat for Humanity International, Meals on Wheels, Piedmont Park Conservancy, Southface, Special Olympics and Woodruff Arts Center. The CEOs and development directors of these organizations came together for a two-day training and requested follow-up programs shortly thereafter. We are currently working with the sponsoring organizations to determine other ways to use the Elevate U brand and are excited about the potential for this skill-building program.
We are also playing an integral role in Atlanta Legal Aid Society’s purchase of a downtown landmark building for its new and larger headquarters, which will double the nonprofit’s current space and allow it to expand programming, use more volunteers and house more legal aid projects and hold events at its headquarters. The Atlanta Legal Aid Society was founded in 1924 and provides referrals and legal representation to people of the five-county metro Atlanta area who otherwise cannot obtain access to the court system. King & Spalding lawyers are involved in many facets of the transition: one of our real estate partners handled the purchase of the building for the Legal Aid Society on a pro bono basis, one of our litigation partners is co-chairing the $5.35 million fundraising campaign to pay for the building and modest renovations and one of our litigation attorneys is president of the nonprofit. As of January 31, 2014, Atlanta Legal Aid has raised $2.67 million of its target, of which King & Spalding has committed $250,000.