Woody Vaughan | Executive Profile | ATLANTA TREND

The Intersection of Government, Business and Finance
By Karen Rosen

A trip to the beach for Woody Vaughan and his family takes them past some of his professional landmarks. Call it “Woody’s Tour of Public Finance and Economic Development.”

“As we drive through Georgia I’m able to point at things and say, ‘We financed two new high schools in this county two years ago,’” says Vaughan, a partner in Holland & Knight's Atlanta office and leader of the firm’s national Public Finance Practice Group. “In Macon, I helped Tractor Supply Company locate a distribution facility.

Along I-20, as we get near Jeffersonville, Georgia, there’s the first Academy Sports distribution center east of the Mississippi.

“Unlike my litigator brothers who fight a lot, we’re trying to build things and I get great satisfaction in seeing these finished projects.”

Since joining Holland & Knight early last year, Vaughan has added nine campuses in the University System of Georgia to his tour. He led the team representing Corvias Campus Living when it was selected last November as private concessionaire to develop and manage 10,000 student housing beds. He then helped secure financing through Goldman Sachs in May for the $500-million-plus project.

“No university system on that scale had privatized on-campus student housing before,” Vaughan says, noting that it is a great model for other public university systems.

The deal placed him squarely at the intersection of government, business and finance, his favorite place to be.

“They’re very interesting transactions,” Vaughan says, “because you have to pull in your local government law and public finance expertise coupled with having a true understanding of how the private sector works and what their goals and desires are. You’ve got to be able to fit those three pieces all together into a package that works in finance.”

Vaughan estimates that his group closed over $2 billion in transactions last year. Holland & Knight was recognized by The Bond Buyer, a public finance publication, as the top volume bond counsel firm in Georgia and one of the most active in the Southeast for all bond issues.

Deals can take anywhere from three or four months to a couple of years.

“One thing that I pride myself on in my practice is being solutions oriented,” Vaughan says. “Rather than telling a client or the opposing side of the table, ‘We can’t do that,’ I try to find a solution and say, ‘We might not be able to it that way, but let’s look at this option and let’s find a solution to get us to the finish line where we all want to be.’

“Not all lawyers are that way. There are lawyers that like to say, ‘No,’ rather than ‘Let’s find the right path to success.’”

Vaughan joined Holland & Knight in February 2014 after 17 years with King & Spalding. From 2006 to 2013, he represented clients in more than 170 public finance transactions totaling more than $10.5 billion in aggregate principal amount of bonds.

Vaughan’s practice focuses on public finance transactions, economic development projects, public-private partnerships and multifamily housing finance.
Vaughan brought senior counsel Allison Dyer and a paralegal with him to Holland & Knight, where their experience complemented Holland & Knight’s existing practices and the needs of its clients.

Another priority for Vaughan has been helping executive partner Allen Maines grow the Atlanta office.

“Holland & Knight has a structure where we have four sections: litigation, real estate, business and government,” Vaughan says.

Because his practice crosses the areas of business, government and real estate, he says, “It was a perfect platform for me to do what I do and to grow it into a more national practice.”

In February, Vaughan was named the practice group leader in public finance nationally and began “figuring out where strategically we can grow in other markets and expand our reach.”

He oversees nearly a dozen lawyers who work in Los Angeles, Chicago, New York, Washington, Atlanta and Florida.

“The economy seems to be going very well,” Vaughan says, “interest rates are still low and so we’re working on a lot of public finance transactions.”

Since 2007, Vaughan has been the special assistant attorney general appointed by the Georgia attorney general to represent the state of Georgia on general obligation bond transactions.

Earlier this year, Vaughan represented Georgia in the largest bond financing the state has ever incurred to pay for its capital projects.

“It was more than a $1 billion transaction,” he says.

Vaughan also serves as bond counsel and counsel to underwriters, bond purchasers, credit enhancers and borrowers on complex public finance transactions. In 2009, one of the transactions he worked on was the recipient of "Southeastern Deal of the Year," with Vaughan serving as bond counsel to the Hospital Authority of Wilkes County, Georgia, on a newly created healthcare finance bond transaction.

“Being a great technical lawyer is just table stakes to get in the game,” Vaughan says. “A number of people may have those kinds of skills, but being able to develop strong relationships with leaders around Atlanta and the state has been a critical part of the success of my practice.”

He has helped counties in Georgia develop incentive programs that they can implement for a potential prospect. He’s also helped local communities develop a targeted incentive package for a specific prospect.

“The flip side of that is as you get to know these deals you work a lot with the Georgia Department of Economic Development and the Governor’s Office and others,” Vaughan says. “You build relationships and word gets out. Companies are looking to locate into Georgia and they’re looking to hire legal representation, and we try to be there.”

Holland & Knight is consistently ranked among the top bond counsel and underwriter's counsel firms in the United States by Thomson Financial.

“I love chasing business,” Vaughan says. “I love chasing and pitching to new clients. I love getting into a new transaction with maybe a real estate developer that needs help with a local community and together finding the solution.”

A name like Woodrow Wilson Vaughan III seems tailor-made for a law firm letterhead.

“I don’t know when my parents told me how I really got my name,” he says, “but the story is that my great-grandfather went in to get my grandfather’s birth certificate. They lived in a small ‘town’ in rural Oklahoma, and he had not been named yet.”

Told that he couldn’t get a birth certificate without a name, Vaughan’s great-grandfather saw a picture on the wall of President Woodrow Wilson, and that settled that.
Vaughan’s grandfather became a three-star Army general and his father was in the Navy before going to law school at the University of Virginia.

Vaughan’s family moved south when he was in the fifth grade and he considers himself a native Atlantan. Vaughan, who is 6-foot-3 ½, played high school basketball, but decided to go to the University of Virginia instead of playing for a smaller school. He still follows Cavaliers hoops and both Virginia and Georgia Bulldogs football.
After graduation, he worked as a legislative staffer on Capitol Hill for four years.

“Washington’s a crazy place because what you realize is how many kids from age 21 to 28 are making some pretty big decisions,” Vaughan says with a laugh.

Vaughan decided to leave politics for graduate school and “law seemed to be the right fit.” Intending a career in Atlanta, he went to law school at the University of Georgia, where he was fortunate to meet his wife, Sara Ann.

When they graduated from law school, Sara Ann went to work for Troutman Sanders as a corporate attorney and Vaughan went to King & Spalding in public finance.

Because Vaughan’s father had been a litigator, he said there was an assumption that he would follow him into that field. “But the reality is I knew I always wanted to be involved with businesses and business transactions,” he says.

Vaughan has worked on some of the largest economic development incentive transactions ever completed in the state of Georgia, such as the Baxter Pharmaceutical deal which involved four counties.

He was the lead lawyer for Baxter on the $1.3 billion deal to build a massive blood plasma manufacturing plant in Covington.

“Originally, multiple locations in the U.S. and overseas were considered before the decision was made to come to Covington,” Vaughan says.

Thanks to landing deals like Baxter, Georgia has been named the No. 1 state in the country to do business by two national publications.

“I think Gov. Nathan Deal and his executive team truly have done a remarkable job in promoting business and in promoting Georgia as a good place to do business.”

Vaughan says. “That helps lawyers like me who like to do economic development projects when you’ve got an administration that’s business savvy.”

Another exciting transaction he worked on while with King & Spalding was the new Falcons stadium – and Vaughan has the shovel in his office to prove it.

He represented the Falcons on the public finance and bond finance aspects of the deal. “It’s fair to say that I was the architect of the structure when it was decided that there needed to be a city of Atlanta solution rather than a state of Georgia solution,” he says.

The initial discussion called for bonds to be issued through the Georgia World Congress Center Authority. However, that would have required a statutory fix by the legislature, which was still reeling from the failure of the statewide referendum on T-SPLOST.

“It wasn’t the right political climate for a state solution,” Vaughan says. “So I structured the city of Atlanta solution with the bonds being issued through Invest Atlanta to provide the public contribution.”

He was also the finance lawyer for the baseball stadium in Gwinnett County when the Triple-A Braves relocated from Richmond.

Vaughan has been MARTA’s bond counsel for more than 10 years. Holland & Knight was awarded a three-year contract which enabled Vaughan to continue his finance work with the transit system.

“It’s been exciting to see the way MARTA has changed its business operations with Clayton County now coming on as part of the system,” Vaughan says, “and not only that, but the new leadership at MARTA has done a fantastic job in the way it operates MARTA from a fiscal perspective.”

When Vaughan looks out of the windows of Holland & Knight’s Atlantic Center offices, he is thankful that “the cranes are back,” he says. “When you look at the skyline today a lot of those cranes are for multi-family housing.”

Vaughan has worked with a number of developers recently in helping structure economic incentive packages to build office towers and multi-family housing high-rises in the metro Atlanta area.

“We work in a high-pressure area and there are times when we all are representing our clients vigorously,” he says, “but at the end of the day, the deals I’m working on all the parties are aligned for a common goal, and that’s to close the transaction, to close the financing so we can build whatever that project is.”

And maybe Vaughan and his family will pass by on their way from Buckhead to the beach.

Nowadays when Vaughan points projects out to his daughters – 10th-grader Mathes, 8th-grader Sally and 5th-grader Ann Thomas – he says, “The younger two roll their eyes and say, ‘Oh, Dad,’ and my oldest, she gets it.’”

Vaughan knows the others will get it, too. “Someday.”

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