Mergers and Acquisitions

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General
The firm has an active merger and acquisition practice, which includes the representation of purchasers and sellers, both privately and publicly held, and includes the acquisition and disposition of a wide variety of businesses. Representative publicly announced transactions in which the firm has acted as counsel include the representation of the controlling stockholder family in the sale of Blount International, Inc. to a wholly-owned subsidiary of Lehman Brothers Merchant Banking Partners II, L.P. and affiliated co-investors in a merger transaction (approximately $1.35 billion), the representation of Proffitt's, Inc. (as Alabama counsel) in its acquisition of Parisian, Inc. (approximately $217 million), the representation of Kohlberg, Kravis & Roberts (as Alabama counsel) in its acquisition of Bruno's, Inc. (approximately $930 million, including the assumption of debt), and the representation of Cavalier Homes, Inc. in its stock acquisition of Belmont Homes, Inc. (approximately $80 million).

Other M&A transactions in which the firm has acted as seller's counsel include:

• the sale of Shearwater Corporation to InHale Therapeutic Systems, Inc. (approximately $200 million)
• the sale of Southern Biosystems to Durect Corporation (approximately $25 million)
• the sale of Wirespeed Communications Corporation to Red Hat, Inc. ($32.5 million plus additional consideration of up to $49.5 million upon achievement of certain performance goals)
• the sale by Torchmark Corporation of its oil and gas business (undisclosed amount)
• the sale of Circle "S" Industries, Inc. (undisclosed amount)
• the sale of Complete Health Services, Inc. to United Healthcare Corporation (approximately $225 million)
• the sale of ReLife, Inc. to HealthSouth Corporation (approximately $180 million)
• the sale of approximately $7 billion of mortgage servicing rights by AmSouth Corporation and AmSouth Mortgage Company to GE Capital
• the sale of approximately $2.4 billion of mortgage servicing rights by Synovus Mortgage Corp. to Chase Manhattan Mortgage Company
• numerous sales of businesses by Blount, Inc., including the sale of its waste-to-energy business (with a transaction value of approximately $200 million).

Other M&A transactions in which the firm has acted as buyer's counsel include:

• the acquisition by Express Oil Change, LLC of over twenty locations of an oil change and related car maintenance business located in and around Atlanta, Georgia
• numerous natural resource and chemical acquisitions by Vulcan Materials Company
• numerous acquisitions of bottling companies by Coca-Cola Bottling Company United, Inc.
• numerous acquisitions by Russell Corporation, including the acquisition of Cloathbond Ltd. (based in the United Kingdom)
• numerous acquisitions by Blount, Inc.

Financial Institution M&A
The firm is actively involved in the acquisition and sale of financial institutions throughout the Southeast. Recent transactions in which the firm acted as seller's counsel include the sales of Alabama Bancorp, Inc., The First Corporation, and HomeBanc Corporation to BancorpSouth, Inc. (Tupelo, MS) for approximately $82 million, $42 million and $35 million in stock, respectively, and the sale of First National Bancorp of Greenville to Whitney Holding Corp. (New Orleans, LA) for approximately $34 million in stock. In addition to sales transactions, the firm acts as general counsel to SouthTrust Corporation, Alabama's largest bank holding company and one of the most active bank acquirers in the country. As a result of the firm's active participation on the "sell" side of transactions, coupled with its representation of SouthTrust on the "buy" side of transactions, the firm has acted as counsel in over 100 transactions and is consistently ranked in the top tier of the most active law firms in the United States in bank mergers and acquisitions.

Recent transactions include the acquisition of CENIT Bancorp, Inc., Norfolk, VA for approximately $120 million, and the acquisitions of Irving National Bancshares, Inc., Bay Bancshares, Inc. and National Bancshares, Inc. in Dallas and Houston, Texas for aggregate consideration of approximately $100 million.

Based on the number of whole institution transactions, the firm was ranked 13th in the nation in 1997, 7th in the nation in 1995, 3rd in the nation in 1994, and 4th in the nation in 1993, and was ranked 1st in the nation in 1997 among law firms advising banks in branch sales, based on total deposits sold. The firm's representation of financial institutions includes all aspects of acquisition and divestiture transactions, including significant on-site and off-site due diligence, the review, analysis and preparation of offering packages, the negotiation and documentation of definitive agreements, and the public registration of the securities offered in such transactions.

Contested M&A Transactions
The firm has also represented clients in multiple contested acquisition and divestiture transactions, including the representation of Primesco, Inc. in its tender offer for, and subsequent negotiated acquisition of, Mutual Savings Group, Inc. and its subsidiary Mutual Savings Life Insurance Company (undisclosed terms), and the representation of REVCO Corp. (as Alabama counsel) in its acquisition of Big B, Inc., the drug company (approximately $380 million), which commenced as a hostile takeover and resulted in a negotiated acquisition.

International M&A
In the course of its merger and acquisition practice, the firm has engaged in a number of transactions outside the United States. In addition to Russell Corporation's purchase of Cloathbond Ltd. in the United Kingdom, Blount, Inc.'s disposition of its waste-to-energy engineering business to European investors and the placement of securities on behalf of SouthTrust Corporation in France, Germany and the United Kingdom, these transactions have included the purchase of business entities located in Singapore, the acquisition of a business entity with operations in London, Ireland, Australia and Singapore, financing transactions with investors located in the Netherlands and various activities in Mexico and Canada.