William C. Smith III (Cal)

• Representation of Genuine Parts Company in its $1.3 billion acquisition of Kaman Distribution Group.
• Representation of CURO Group Holdings Corp. in its $360 million acquisition of Heights Finance.
• Representation of American First Finance Inc. in its $1.47 billion sale to FirstCash Inc.
• Advised Aaron's Holdings Company, Inc. in the spin-off of its Aaron's Business segment.
• Representation of Energizer in its $2 billion carve-out acquisition of Spectrum Brands’ global battery business.
• Representation of the special committee of the board of directors of comScore in activist campaign by Starboard Value.
• Representation of Popeyes Louisiana Kitchen, Inc. in its $1.8 billion sale to Restaurant Brands International, Inc.
• Representation of Lindsay Goldberg LLC affiliates Crown Paper Group Inc. and Golden West Packaging Group LLC in several strategic transactions including, most recently, Golden West’s acquisition of Heritage Solutions Inc., Capital Corrugated Inc., PackageOne Inc., Package Innovators Corporation and their co-owned captive sheet feeder, Cal Sheets LLC.
• Representation of Mueller Water Products, Inc. in its $315 million sale of its Anvil International division.
• Representation of Beazer Homes USA, Inc. in a number of capital market transactions, totaling over $2.0 billion.
• Representation of Ingersoll-Rand Corporation’s security business in its spin-off from Ingersoll-Rand.
• Representation of Bowater Incorporated in its $8 billion merger with Abitibi-Consolidated Inc. and representation of AbitibiBowater Inc., in a number of financing transactions; including its issuance of $413 million of senior secured notes and a concurrent exchange offer of $293 million in senior unsecured notes.
• Representation of The Home Depot, Inc. in multiple roll-up acquisitions since 2004.
• Representation of Georgia-Pacific Corporation in numerous transactions including:

The $810 million sale of Georgia-Pacific Corporation's building products distribution business to an affiliate of Cerberus Capital Management L.P.;

The $56 million sale of Georgia-Pacific Corporation's shortline railroads to Genesee & Wyoming Inc.;

The $790 million sale by Georgia-Pacific Corporation of a controlling interest in Unisource Worldwide Inc. to an affiliate of Bain Capital Partners, LLC;

The exchange of plywood plants and an oriented strand board plant between Georgia-Pacific Corporation and Louisiana-Pacific Corporation;

The spin-off and subsequent merger of Georgia-Pacific Corporation's timber business with Plum Creek Timber Company Inc.; and

The $850 million sale by Georgia-Pacific Corporation of a portion of its North American commercial tissue business to Svenska Cellulosa Aktiebolaget SCA (Publ).

• Representation of Gray Television, Inc. in the $515 million purchase of 15 television stations from Stations Holding Company Inc.

For over 25 years, Cal Smith has advised companies and their boards of directors on numerous high profile M&A and other complex corporate transactions for public companies, including spin-offs, buyouts and other special situations.

Cal also has extensive experience counseling boards of directors, CEOs and other C-Suite executives with respect to shareholder and stakeholder activism, proxy fights and preparedness, takeover defense and corporate governance as well as fiduciary duties and risk oversight, including as to ESG, cybersecurity and engaging with institutional investors and other key governance constituencies. Cal was Corporate Secretary of Georgia-Pacific Corporation when it was acquired by Koch Industries, Inc. in a deal valued at $21 billion. Cal’s practice also involves significant capital markets-related work and counseling regarding SEC reporting requirements. 

Cal co-leads King & Spalding’s Public Companies Practice Group and is recognized by Chambers USA, The Best Lawyers in America and Legal 500 as a leading lawyer in the Corporate/M&A/Governance categories. He also has been twice named a BTI Client Service All-Star, as well as a winner of Lexology’s U.S. Client Choice Award for M&A and General Corporate.

Presentations and Speaking Engagements

• Presenter, “Understanding the “E” in ESG: What Public Company Directors Need to Know,” National Association of Corporate Directors, 2021 (Atlanta, GA)
• Co-Chair, “Negotiated Corporate Acquisitions,” Georgia Bar/ICLE Seminar, 2016 (Atlanta, GA)
• Presenter, “Special Committee Overview: A Guide for Corporate Counsel,” Corporate Counsel Institute, December 2008 (Atlanta, GA)
• Presenter, “Corporate Governance Update” and “Form 8-K and other Disclosure Issues,” Glasser Legal Works' SEC Hot Topics Institute, Winter 2006 (Atlanta, GA)
• Presenter, “The Continuing Quest for the Risk-Free MD&A in the Sarbanes-Oxley Environment”, SEC Institute's 20th Annual National Reporting Conference, August and November, 2004 (San Francisco, CA and San Diego, CA)
• Presenter, “Accelerated and Enhanced 8-K Current Disclosure” and “Preparing the New MD&A”, Glasser Legal Works' SEC Hot Topics Institute Fall 2004 (Atlanta, GA)