Overview

Ben Barkley advises public and private clients in a broad range of corporate finance transactions and securities regulatory matters, including mergers and acquisitions; public offerings and private placements of debt and equity securities; venture capital and private equity investments; compliance with securities disclosure obligations; corporate governance; corporate restructurings; recapitalizations and distressed situations; joint ventures and strategic alliances; and special committee, board and independent director counsel.

Mr. Barkley has broad experience structuring and executing mergers and acquisitions and other control transactions, including extensive experience representing strategic buyers in consolidating industries, leading serial acquisition programs including from 10 to 120 acquisitions. He has handled public and private issuances of debt securities in transactions ranging in size from $20 million to $1.35 billion, including Rule 144A offerings, high yield 144A-for-life bond offerings, investment grade public debt offerings, institutional private placements, and Exxon Capital debt exchange offerings. He also has extensive experience with equity offerings ranging in size from $10 million to more than $1 billion, including initial public offerings, secondary offerings, at-the-market continuous offerings, and PIPES transactions.

Mr. Barkley was listed in The Best Lawyers in America® for Corporate, Mergers & Acquisitions and Securities/Capital Markets Law in 2018 and each of the nine years immediately preceding and was named a 2017 "Atlanta Lawyer of the Year" by The Best Lawyers in America®. He is listed in the 2018 and the nine years immediately preceding editions of Chambers USA: America's Leading Lawyers for Business as a leading lawyer for Corporate/Mergers & Acquisitions and in the 2009, 2011 and 2012 editions of Legal 500 US for Mergers & Acquisitions. He was also named as a top “Dealmaker” of 2008 by the Atlanta Business Chronicle. Mr. Barkley was recognized by the Atlanta Business Chronicle in 2004 for being one of Atlanta’s “Up and Comers – Under 40 and Rising,” and has been recognized as a 2009 Georgia "Super Lawyer" for Corporate Law, Mergers & Acquisitions, and Securities Law by Super Lawyers magazine, and again in 2018 and the seven years immediately preceding for Mergers & Acquisitions. In 2012, 2013 and 2014, he was recognized as one of Georgia Trend's “Legal Elite” for Corporate Law. Mr. Barkley previously served as Deputy Managing Partner of the firm, and as Chairman of the Corporate Department. He is AV® rated by Martindale-Hubbell.*

*CV, BV, and AV are registered certification marks of Reed Elsevier Properties Inc., used in accordance with the Martindale-Hubbell certification procedure's standards and policies.

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Experience

Represented Aaron’s Inc. (NYSE: AAN) in its $700 million acquisition of Progressive Finance Holdings, Inc. Aaron’s is a specialty retailer in the rent-to-own market with over 2,100 stores in 48 states with annual revenues of approximately $2.3 billion. Progressive Finance, a portfolio company of the Summit Partners private equity group, was the largest player in the “virtual” rent-to-own market, with over 5,500 retail store partners in over 15,000 store locations. The transaction signed and closed simultaneously on April 14, 2014. In addition to advising with respect to the acquisition, the firm also represented Aaron’s in connection with its related negotiation of $500 million of new debt facilities to finance the transaction.

Represented a leading U.S. operator of jewelry stores in the investigation of refinancing alternatives, including loans from control shareholders.

Represented Superior Essex Inc. in an $86 million secondary public offering of common stock.

Represented an international hotel company in the acquisition of hotel franchise system.

Represented Delta Air Lines, Inc. in its $2 billion public bond offering.

Represented Cypress Communications, Inc., a publicly held telecommunications company, and its board in connection with the private auction and ultimate sale of the company.

Served as counsel to Aaron's Inc., a leading specialty retailer, in four secondary public offerings of securities in 1994, 1998, 2002 and 2006 totaling more than $240 million.

Represented United Capital Financial Partners, Inc., a financial services industry consolidator, in acquisitions of more than 35 companies.

Represented United Capital Financial Partners, Inc., a financial services industry consolidator, in separate $20 million and $16 million investments by private equity funds.

Represented Interface, Inc., the world's largest carpet tile manufacturer, in a $150 million public debt offering and a $61 million public equity offering.

Represented Interland Inc., a web hosting company, in its $100 million merger with Micron Computer Corporation.

Represented Interland Inc., a web hosting company, in its $60 million initial public offering.

Represented Fortegra Corporation, an insurance services company, in its sale to Summit Partners LP for approximately $110 million.

Represented Oldcastle Inc., an international architectural and construction products company, in its acquisition program.

Represented Miller Industries, Inc., the largest manufacturer of tow trucks in the world, in its vertical integration strategy involving the acquisition of more than 120 companies within its industry in more than 75 markets.

Represented Pro Brand International, Inc., in its merger with special purpose acquisition company Granahan McCourt Acquisition Corp. (AMEX: GHN). Pro Brand is a leading designer and developer of advanced antenna and RF systems for the satellite industry, primarily serving Direct Broadcast Satellite operators such as DIRECTV.

Represented Friedman's, Inc., a leading U.S. operator of jewelry stores and portfolio company of Harbinger Capital Partners, with sale of assets through distressed 363 sales.

Represented Peachtree Equity Partners, a private equity fund, in diagnostic imaging center investment.

Represented Delta Air Lines in connection with its $196 million registered "at-the-market" offering of common stock.

Represented Aaron's, Inc., a leading specialty retailer, in the institutional private placements of $110 million of senior notes.

Represented EyeWonder, Inc. in its $110 million merger in 2010 with Limelight Networks, a publicly traded content delivery network provider.

Advised BellSouth Corporation in connection with the creation and shareholder authorization of its Latin America Group tracking stock.

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Education

University of Georgia School of Law, J.D. (1991) magna cum laude

Terry College of Business, University of Georgia, M.B.A., Finance and Marketing (1988)

University of Georgia, B.A., Political Science (1987) magna cum laude

Admissions

Georgia (1991)

Professional & Community Activities

Camp Sunshine, Inc., Board of Directors

Leadership Atlanta (Class of 2003)

Empty Stocking Fund, Chairman, Board of Directors

Georgia Transplant Foundation, Pro Bono General Counsel

The Georgia Trust for Historic Preservation, Board of Trustees

University of Georgia, Terry College of Business, Alumni Board

Paideia School, Board of Trustees

University of Georgia, Dean Rusk Center for International, Comparative and Graduate Legal Studies, Board of Advisors

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