About
Chip represents clients in private equity transactions, acquisitions and divestitures of public and private companies, and offerings of debt and equity securities.
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Chip also represents private equity funds and their investors in connection with fund formation issues, securities law issues and portfolio company transactions, and he has advised companies being acquired by or seeking capital from such funds. In addition, he has represented pension funds and other institutional investors in connection with their ongoing investment management activities.
Chip has experience counseling clients in multiple industries through a wide variety of transactions. His work with energy companies includes the successful completion of acquisitions, project development transactions, and financings totaling more than $20 billion.
Chip also provides his clients with counsel on general corporate matters including fiduciary obligations and duties of directors and officers, preparation of annual and quarterly reports, proxy statements and shareholder meeting materials, Section 16 short-swing trading and insider reporting concerns, and Rule 144 and Rule 145 requirements.
Practices
Capital Markets
Emerging Companies
Energy
Franchising
Government Affairs
Legal Ethics and Professional Responsibility
Mergers and Acquisitions
Opinions
Project Finance
Private Equity and Venture Capital
Private Investment Funds
Securities
Admissions
Georgia
*Not licensed in New York
Education
University of Georgia School of Law, J.D., magna cum laude, 1991
Georgia Law Review, Notes Editor, 1990
Georgia Law Review, Editorial Board, 1989
Order of the Coif
Phi Kappa Phi Honor Society
Bryant T. Castello Scholar
Federal Reserve Bank of New York Banking School (Valedictorian of class),1988
Washington and Lee University, B.S., with special attainments in commerce, 1985
Professional Honors and Activities
Listed in The Best Lawyers in America®
Member – The Society of Corporate Governance Professionals
Member – Association for Corporate Growth
Community Activities
Southeast Region Board of Directors – Business Executives for National Security
Economic Development Steering Committee – Metro Atlanta Chamber of Commerce
Board of Directors of the Atlanta Preservation Center
Lead Gifts Committee – Woodruff Arts Center
Board of Directors of the Atlanta Community Food Bank
Board of Directors of the Chastain Park Conservancy
Board of Directors of Crimestoppers Atlanta
President’s Counsel of the Atlanta History Center
President’s Counsel for Zoo Atlanta
Experience
Mercer Thompson LLC
Troutman Sanders LLP
Sullivan & Cromwell LLP
King & Spalding LLP
Representative Transactions
Counsel to Southern Power in connection with numerous renewable energy projects.
Counsel to a private equity fund in connection with its acquisition of renewable energy projects.
Counsel to Atticus Franchise Group in connection with its acquisition of numerous companies.
Counsel to Freeman Gas & Electric in connection with its sale of assets to Superior Plus.
Counsel to the issuer in connection with the project financing related to a renewable diesel production facility in southern Nevada. Eighty percent of the $184 million project financing was guaranteed by the USDA. To date, this is the largest financing which has been guaranteed by the USDA.
Counsel to Source Capital, LLC in connection with the formation of Source Capital Fund II, L.P.
Counsel to Source Capital, LLC in connection with numerous acquisitions and financing transactions.
Counsel to Backyard Products, LLC in connection with numerous transactions.
Counsel to Rialto Capital Management for the formation of a public REIT in connection with the acquisition of a majority stake in both Colony Square and Midtown Plaza from Tishman Speyer.
Counsel to NiSource, Inc. for the issuance of over $1 billion of debt securities.
Counsel to M&F Worldwide Corp. for its $1.7 billion acquisition of John H. Harland Company.
Counsel to AT&T, Inc. for its $67 billion acquisition of BellSouth Corporation.
Counsel to Atlanta Equity Partners for the formation of Atlanta Equity Fund I, L.P.
Counsel to RACE Holdings, LLC for its sale to Studsvik, Inc.
Counsel to Specialty Cinema, LLC for its purchase of Destination Cinema, Inc.
Counsel to a major energy company for its $75 million strategic investment in a private equity fund making investments in the energy industry.
Counsel to Sumitomo Corporation of America for the sale of its Savannah Port Facility to Metropolitan Stevedore Company.
Counsel to AGCO Corporation for the issuance of $200 million of securities in connection with its acquisition of Valtra.
Counsel to AGCO Corporation for its offering of cumulative convertible exchangeable preferred stock.
Counsel to Securicor plc for its acquisition of the aviation security and commercial guarding subsidiaries of AHL Services, Inc.
Counsel to Southern Energy, Inc. for its $1.3 billion senior revolving credit facilities.
Counsel to Southern Energy, Inc. for its $700 million offering of senior notes.
Counsel to Southern Energy, Inc. for its initial public offering of 66,700,000 shares of common stock and 6,900,000 of convertible trust Preferred Securities.
Counsel to Aerial Access Equipment, Inc. in connection with its debt and equity restructuring.
Counsel to the underwriters in connection with the U.S. component of the initial public offering of the H shares of Shandong International Power Development Company Ltd. on the Hong Kong Stock Exchange.
Counsel to Mirant Corporation for the issuance of over $6 billion in equity and debt securities.
Counsel to several independent energy companies for both domestic and international project development and finance transactions.
Counsel to a major independent energy company for its $2.65 billion acquisition of PEPCO.
Counsel to Norrell Corporation for its offering of 2,850,000 shares of common stock.
Counsel to EDELNOR S.A. for its issuance of $90 million of senior notes.
Counsel to Hallmark Healthcare Corporation for its merger with Community Health Systems, Inc.
Counsel to British Petroleum in connection with the purchase of two Suezmax tankers and related financing.
Counsel to Phillips Electronics N.V. in connection with its purchase of FEI Company.
Counsel to Goldman Sachs for the initial public offering of Ashanti Goldfields Corporation on the NYSE.
Counsel to Lazmo plc for its offering of $300 million of guaranteed notes.
Counsel to Grand Metropolitan plc in connection with various offerings of debt, equity and preferred securities.
Counsel to Synovus Financial Corp. in connection with its $75 million offering of senior notes.
Counsel to Dan River Inc. for its $120 million offering of senior subordinated notes.
Counsel to McCrae’s Incorporated in connection with its acquisition by Proffitt’s Department Stores.
Counsel to the underwriters in connection with the initial public offering of common stock of Martin Color-fi Incorporated.
Counsel to the underwriters in connection with the initial public offering of the common stock of National Vision Associates, Ltd.
Counsel to Mercantile Stores Company, Inc. in connection with numerous offerings of debt securities.
Counsel to Medaphis Corporation for its merger with CompMed, Inc. and its related offering of debentures.
Counsel to South Street Funds in connection with the formation of a $185 million mezzanine fund.
Presentations
Speaker on Director Conduct at Practicing Law Institute Restoring Trust Seminar
Speaker at Strafford Seminar on Corporate Governance of Subsidiaries
Speaker at Strafford Seminar regarding Private Equity Investments in Renewable Energy
Speaker at Strafford Seminar on Heightened Regulatory Scrutiny for Boards of Directors and Audit Committees
Speaker at Thompson Reuters Annual Private Equity Summit
Speaker at The SEC Institute, Inc. Midyear SEC Reporting Forum
Publications
“Avoiding Pitfalls for Private Equity Investors in Franchisors: Structure Counts” Hospitalitas Newsletter
“The SEC’s New Professional Standards of Conduct for Attorneys,” Securities Regulatory Update