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Rick Miller provides his clients practical business advice to navigate challenging legal issues. Although his primary role is as a business advisor, his legal practice concentrates on mergers and acquisitions and corporate finance, as well as corporate compliance in general and corporate governance in particular. As such, Rick has extensive experience representing public and private corporations and real estate investment trusts (REITs) in connection with complex acquisitions, dispositions, restructuring and joint venture transactions. Rick also advises boards of directors regarding strategic planning, anti-takeover defenses and best practices in corporate governance. He has significant experience representing boards of directors and special board committees in connection with significant corporate transactions, complex related party transactions, disputes with major shareholders, solicited and unsolicited change of control transactions and corporate governance matters generally. Rick also has significant experience in representing both corporations as well as activist shareholders in proxy contests and governance disputes.

Recent Transactions:

  • Omega Healthcare’s $3.5 billion stock-for-stock acquisition of Aviv REIT.
  • Negotiation of Omega Healthcare’s joint venture with Lindsay Goldberg to acquire 64 long term care facilities.
  • Maplewood Senior Living’s acquisition of a large assemblage of properties in New York City’s Upper East Side.
  • Sale of all Party City franchised operations in North and South Carolina to Party City, Inc.
  • Sale of Theragenics Corporation to Juniper Investment Fund.
  • Initial management buy-out of SavaSeniorCare (October 2013) and renegotiation/restructuring of initial transaction (October 2016).
  • Omega Healthcare’s acquisition of the skilled nursing portfolio operated by Ark Holding Company.
  • Omega Healthcare’s acquisition of Laurel Healthcare, Inc.’s skilled nursing portfolio.
  • Sale of all Party City franchised operations in Arizona and New Mexico to Party City, Inc.
  • Omega Healthcare’s acquisition of Autumn Corporation’s skilled nursing portfolio.
  • Privet Fund’s successful campaign to obtain board representation on the boards of StarTec, Material Sciences and PFSWeb.
  • Sale of Interpoynt LLC. to Fiserv, Inc.
  • Privet Fund’s successful effort to advocate for the sale of J. Alexander’s at a substantial premium for shareholders.
  • Defense of Theragenics Corporation from hostile bid by Eckert & Zeigler.
  • HeatMax acquisition of Grabber, Inc.
  • Theragenics Corporation's acquisition of Core Oncology's iodine customer base.
  • Neenah Paper's acquisition of Wausau Paper's premium paper business.
  • Omega Healthcare's various bond and equity offerings.

Civic Involvement & Honors

    • The Legal 500 United States 2017: M&A: middle-market (SUB-$500M)
    • Best Lawyers (Corporate Law and Mergers & Acquisitions, 2006-2017)
    • Georgia Super Lawyer (2007-2016)
    • Chambers USA, Georgia, Notable Practitioner (Corporate/Mergers & Acquisitions, 2007-2008; 2013-2017)
    • Martindale-Hubbell, "AV"
    • Pace Academy – Life Trustee, pro bono General Counsel, former Governance Committee Chair
    • University of Georgia Terry College of Business Directors College – Faculty Member and Lead Lecturer
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    • Chambers USA, Georgia, Notable Practitioner (Corporate/Mergers & Acquisitions, 2007-2008; 2013-2017)
    • Martindale-Hubbell, "AV"
    • Pace Academy – Life Trustee, pro bono General Counsel, former Governance Committee Chair
    • University of Georgia Terry College of Business Directors College – Faculty Member and Lead Lecturer
    •  
    • University of Georgia Terry College of Business Directors College – Faculty Member and Lead Lecturer
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Speaking Engagements

  • Leading panel discussions on hedge fund activism and corporate governance, University of Georgia Terry College of Business: 2001-2013 Directors College
  • "Roles, Responsibilities and Expectations of Directors," University of Georgia Terry College of Business: 2001-2013 Directors College
  • "What Makes You Nervous?" University of Georgia Terry College of Business: 2001-2013 Directors College