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Helping a group of investors buy 13 Taco Bell franchise restaurants turned out to be one of the most labor-intensive deals that Hopkins & Carley partner Lloyd Schmidt has ever pulled together. The $7.3 million transaction involved 11 landlords, two lenders, a broker, a bankruptcy trustee, several secured creditors, a real estate owner, Irvine-based Taco Bell Corp. and Schmidt’s clients. “I’ve done deals with a lot more money on the table that were very much less difficult,” Schmidt said. The restaurants, located in the East Bay and North Bay, went on the block when a franchise owner was forced into bankruptcy. The bankruptcy trustee hired a broker to auction off 14 restaurants and three parcels of property on which they are located. Schmidt’s clients — which formed Amzone LLC for the deal — made a successful bid for all the restaurants. Schmidt also represented another group of investors that purchased the land. Schmidt said his clients went through two separate closings, paying cash for four of the restaurants and financing nine others. Another restaurant remains in escrow. Schmidt said he has never had so many lawyers working with him on a deal. The team at the San Jose firm included partners Ross Adler, J. Randall Toch and Brian Finerty and associates Mark Heyl, Mark Figueiredo, Julie Wann, Tamara Pow, Julie Frambach and Jason Biggs. Taco Bell was represented by Pillsbury Winthrop partner Sue Hodges, based in the firm’s San Diego office. Working with her were Taco Bell in-house counsel Yvonne Schroeder de Orr and R. Bryce Shirley. Trustee Beverly McFarland was represented by partner Thomas Willoughby of Sacramento’s Felderstein Fitzgerald Willoughby & Pascuzzi and partner Theani Louskos of Bartko, Zankel, Tarrant & Miller . Imperial Capital Bank and AMRESCO Commercial Finance LLC provided financing in the transaction. Minneapolis-based Briggs and Morgan represented Imperial Capital, and Randy Rogers, a partner in the San Francisco office of Winston & Strawn represented AMRESCO. Bingham McCutchen’s Palo Alto partner Edward Merrill, San Francisco partner Randy Michelson and Walnut Creek senior associate Kari Schoening represented Double Eagle LLC, which sold the parcels of land in the deal. – Brenda Sandburg OF DEALS, DIGITAL TVS AND MIND READERS Weil, Gotshal & Manges guided Broadcom Corp. through its $77.5 million acquisition of Sand Video Inc., an Andover, Mass.-based startup. Irvine-based Broadcom, a major networking chipmaker, is paying $7.4 million in cash and roughly $70 million in stock for Sand Video, a privately held company with video compression expertise. Broadcom hopes the combined company will offer customers new chips for digital TVs, set-top boxes and video conferencing equipment, among other items, according to its press release. The deal was signed and closed on April 6 and announced the following day. Rod Howard, a Redwood Shores-based partner who led Weil’s efforts, said he enjoyed partnering with Broadcom’s experienced legal and business teams, who have worked on 21 acquisitions in the company’s 13-year history. “It’s fun working with people at that level. They’re on the top of their game. There’s no time spent educating them on fundamentals,” Howard said. In contrast, Howard has done some handholding — and mind reading — for companies with less experience. “The deal lawyer has to get inside people’s heads and anticipate what they know and what they think they know, but don’t,” Howard said. “If they’ve never been through a deal process before, they can make wrong moves or bring wrong assumptions.” Boston-based Testa Hurwitz & Thibeault, led by partner Barbara Johnson, represented Sand Video. Weil’s team included Redwood Shores-based partner Jason Kipnis and partners Martin Amdur and Warren Buhle in New York. Associates Andrew Nelson and Tony Wang contributed to the deal in addition to New York-based associates Alexandra Dolger and Anna Grant. – Adrienne Sanders SMALL LEGAL TEAM GOOD ENOUGH FOR $120M DEAL Cooley Godward attorneys finished the month of March by representing DigitalThink Inc. in its $120 million acquisition by Cincinnati-based Convergys Corp. Cooley’s six-attorney deal team, led by San Francisco partner Jodie Bourdet, was virtually identical to the squad the firm assembled earlier in the month in Catena Networks’ $421 million acquisition of Ciena Corp. The Convergys deal, signed March 24, calls for the company to acquire all outstanding shares of DigitalThink for $2.40 a share, at a total price of $120 million. Convergys will also cash out DigitalThink employee stock options priced at less than $2.40 a share. DigitalThink, based in San Francisco, develops online education products. The deal has been cleared by the Securities and Exchange Commission and is expected to close in May, pending shareholder approval. Convergys fielded a relatively small legal team, with one attorney from Frost Brown Todd’s Cincinnati office and one in-house attorney playing the starring roles. “Working with a small legal team actually made getting this deal done easy,” said Cooley’s Bourdet. “Convergys was very reasonable to deal with both on a legal and a business level.” Assisting Bourdet were business partner Keith Flaum and tax partner Susan Philpot, as well as corporate associates Peter Werner and Amy Rodriguez, and anti-trust special counsel Francis Fryscak. – Alexei Oreskovic

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