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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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Regulation A+

It seems that lately there has been a noticeable uptick in Regulation A+ activity, including several recent Reg A+ securities offerings where the stock now successfully trades on national exchanges. In light of this activity, we have published a set of FAQs about Regulation A+ securities offerings to help companies better understand this "mini-IPO" offering process, as well as pros and cons compared to a traditional underwritten IPO.

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2017 Solar Eclipse - Nashville is Centered to Deliver

On August 21 this year, a total solar eclipse will be visible in the United States. The last time a total solar eclipse was visible in continental North America was in 1979 in Canada. Nashville will be the biggest city along the viewing path of the 2017 Total Solar Eclipse. Bass, Berry & Sims is excited to celebrate this rare event from our headquarters in Nashville.

During the next month check out this webpage and the Bass, Berry & Sims Twitter feed (@BassBerrySims) for updates. Mark Manner, Bass, Berry & Sims attorney and respected amateur astronomer, answers key questions and provides important insights on what to expect during this significant occasion.

What is a total eclipse?
Where is the eclipse visible?
Why use solar viewing glasses?
Are you ready for the 2017 eclipse?
Mark Manner prepares to view fourth total solar eclipse
Animal behavior during a total solar eclipse
Last full moon before August 21 eclipse
When 99% is not good enough
Weather, and what to do about it
Planning for the eclipse
Mark Manner talks to local media about upcoming eclipse
Countdown to the eclipse
Reminder about eye safety during eclipse
Mark's view from the sky


Mark's view from the sky

As reported in the media, Mark Manner had the privilege to view the eclipse from above, in a private plane flying above the clouds. Below is Mark's reaction to this experience.

Watching the eclipse from the air was exciting and different from the experience on the ground. Photographing the eclipsed sun with a telephoto lens was very difficult due to the movements of the plane and the difficulty in focusing the camera. The view of the corona through binoculars during totality was exceptional, with more color and greater extension than I have seen from the ground. The serial darkening of the clouds on both sides of the plane as the umbra overtook us, and the reappearance of the sun on the rivers below after the umbra passed us was dramatic. Delays in leaving our hanger due to the huge number of private jets arriving and parking at the airport for the eclipse (some from Japan, the owners having rented school baseball fields for private eclipse parties) was our equivalent to worry about passing clouds causing us to miss the event. The one thing that was the same was how fast the total eclipse passed. We had approximately 3 minutes 15 seconds, but it seemed like about a minute.

Here is a link to a time lapse video of the umbra overtaking and passing us during totality, an image of our flight path, and a final picture of the moon leaving the sun taken from the runway after landing.

2017 Solar Eclipse flight path  2017 Solar Eclipse

Reminder about eye safety during eclipse

It's important to wear certified eclipse glasses leading up to and following the 2-minute total phase of the solar eclipse to filter out the sun's damaging rays, including visible light, UV and infrared.

Since the surface of the sun will be totally obscured during the 2 minutes of the total eclipse phase, you can remove the glasses to view the delicate solar corona with the naked eye.

Do not use glasses if there are holes in the lens or with anything other than the naked eye. Specifically, do not use the glasses with binoculars, telescopes, spotting scopes or any other optical device.

Read more about eye safety during the eclipse here.


Countdown to the eclipse

Nashville is only three days away from experiencing a total solar eclipse! Recent figures report that there are expected to be as many as 1.4 million visitors throughout the state to witness this astronomical event. Plan ahead for your perfect viewing experience with these helpful hints:

  • Do not assume that the location you plan on using to watch the eclipse is in the path of totality. The times given for Nashville refer to the Nashville downtown area, and only a few miles distance can make a tremendous difference. Check the interactive Google Earth eclipse map and zoom in on your location for an accurate prediction. Remember, 99.99% is not good enough
  • The Visit Music City website has a list of public viewing locations for the solar eclipse
  • Reminder of timeline for the downtown Nashville area:
    • 11:58 a.m. – first contact between moon and sun, partial eclipse begins
    • 1:27 p.m. – total eclipse begins, moon completely covers sun
    • 1:29 p.m. – total eclipse ends
    • 2:54 p.m. – last contact between moon and sun, partial eclipse ends
  • Using your phone or other camera to photograph the eclipse may cause damage to your camera; only specialty cameras equipped for an eclipse should be used
  • Use your eclipse glasses for viewing until you cannot see the sun through the glasses; remove your glasses during total eclipse
  • The Weather Channel is still calling for mostly sunny skies, so viewers can expect to have prime weather for witnessing the eclipse

Check back next week for some final thoughts from Mark after Monday's eclipse.


Mark Manner talks to local media about upcoming eclipse

Mark Manner was profiled by local media about his passion for astronomy and his experiences viewing three prior eclipses. During the segments, Mark shared his insights about how to best view the total solar eclipse and what to expect during the event. Click on the link to view the entire segment:


Planning for the eclipse

Unless the weather forecast for next Monday August 21 is total cloud cover and rain over the region, the day will likely be chaotic. Sunday and even Monday morning, people within a few hours drive of the centerline are probably going to decide that they shouldn't miss the event, and will start pouring into the area. Downtown Nashville buildings will empty in the minutes or hour before totality, and those people and visitors to the city will be in the streets in numbers that may rival or exceed the 4th of July, Fanfare or New Years Eve. Eclipse anxiety is growing, as captured by Lindsay Ferrier in her blog entry this week.

A few things to consider as you plan your day. First, as everyone has said multiple times, be somewhere in the path of totality. You don't need to be dead center, but you do want to be a few miles away from the edge so you will have more than a minute of totality. Be somewhere with a clear sky. This is a bit harder to accomplish, but if you have the flexibility to move around, watch the weather forecast Sunday evening and make a plan. Unfortunately, if some predictions come true, moving around may be difficult due to traffic jams and wrecks. If you plan your route in a manner that always keeps you in the path of totality, then perhaps the worst that will happen to you is observing the eclipse on the side of a road. Not a bad thing. Finally, don't be dissuaded from looking at the eclipse with your naked eye during the total phase. It is perfectly safe, so don't believe anyone on the web or TV telling you it isn't safe. If you have binoculars, you might want to take quick look at the eclipse during totality with them. It will give you a neat and somewhat closer view of the sun's corona and prominences, but it won't get you quite as close as the photograph of totality below, taken with a film camera on the back of a telescope during the July 1991 eclipse in Hawaii. Make sure to put the binoculars away before totality ends!

Hawaii 1991 total solar eclipse (photo by Mark Manner)

 

Weather, and what to do about it

While it's rained most of the day here in Nashville today, The Weather Channel is currently predicting a sunny day next Monday for prime viewing of the eclipse (see The Weather Channel's 10-day Nashville forecast here). This is good news for everyone that plans to view the eclipse in the Nashville area.

If weather patterns change, you can try to outrun the rain or plan to stream the eclipse on a computer or mobile device if the clouds appear and block the view. There are several sites that will offer streaming capabilities, including: 

Additionally, a recent article in Business Insider ("The Best Live Video Feeds Streaming the 2017 Total Solar Eclipse," August 12, 2017) offers a breakdown of several streaming sites.


When 99% is not good enough

A frequent question is whether it is acceptable to be in a location where the sun is 99% covered by the moon. Usually, getting to 99% is very good, and good enough. However, to witness the full effect of a total solar eclipse, viewers have to be at 100%. Nothing short of that will do. At 99%, a small portion of the surface of the sun is visible, and it is so bright that nothing else is visible. Only when the entire surface is covered can viewers see the delicate outer atmosphere of the sun. So, if the weather is clear, make sure to get several miles inside the path of totality to experience at least a minute or more of totality. A great resource to find out whether your location is in the path and how much duration you can expect is: http://www.eclipse2017.org/xavier_redirect.htm.



Last full moon before August 21 eclipse

This weekend, the waxing moon is rapidly heading toward the full phase, and will appear to be full Sunday night, August 6 and Monday night, August 7. The precise time for full moon this month is Monday August 7 at around 1 p.m., which is almost exactly 2 weeks before the total eclipse on August 21, 2017 at 1:28 p.m., which happens at the new moon phase. This is the last full moon before the total eclipse, and you can watch the waning moon each night after Monday become less and less illuminated as it moves into position for the eclipse. Below is a photograph of the full moon, along with a color enhanced version. Although the moon appears to be colorless to our eyes, it is actually quite colorful as this enhanced image shows.

Full moon in color



Animal behavior during a total solar eclipse

Some observers during a total solar eclipse report seeing animal behavior that seems connected to the eclipse. Birds generally stop singing and frequently begin to return to their evening resting places. Other animals are a bit harder to observe, but there are reports that range from changes in spider web building activity to primates gesturing toward the sun during totality. Here in Nashville, the Zoo plans on observing its animals during the eclipse to document any odd behaviors. Although most of your time during totality should be directed toward the sun, you may want to take a few seconds to observe your cat, dog or lizard. Check out this article in Sciencing to learn more about animal behavior during a total solar eclipse.


Mark Manner in 1979 seeing his first solar eclipse in Winnipeg in Canada.Mark Manner prepares to view fourth total solar eclipse

Bass, Berry & Sims attorney and avid astronomer Mark Manner was profiled for an article in The Tennessean about his plans to view the upcoming total solar eclipse. Since childhood Mark has been fascinated by astronomy and in 1979, Mark traveled to Winnipeg to see his first total solar eclipse. Since then he has traveled to Hawaii (1991) and Aruba (1998) to witness other total solar eclipses. The 2017 total solar eclipse will be in Nashville and Mark is helping to educate Nashvillians on the best ways to observe this significant event. The article details Mark's travels and includes photos from his trips and actual photos Mark has taken of total solar eclipses.

The full article, "'Holy Moly!' Eclipse Chaser Goes to Great Heights," was published by The Tennessean on July 26, 2017, and is available online.


Dr. Billy Teets, Dyer Observatory, discusses details for 2017 EclipseAre you ready for the 2017 eclipse?

On Tuesday, July 25, Bass, Berry & Sims hosted two astronomers from Vanderbilt University's Dyer Observatory to discuss different aspects of the 2017 eclipse. The presentation, "Are You Ready for the 2017 Eclipse," covered why eclipses occur, what happens during an eclipse, and how to observe the eclipse safely. Dr. Billy Teets, outreach astronomer at Dyer Observatory, and Rocky Alvey, Director of Dyer Observatory, also outlined strategies for finding a viewing location and how weather conditions can impact the eclipse viewing. Dyer Observatory has a version of this presentation posted on their website. To view the presentation or learn more about Dyer events and the eclipse, visit the Dyer Observatory website.


Why use solar viewing glasses?

Since it's dangerous to look directly at the sun, use solar viewers leading up to and following the 2-minute total phase of the solar eclipse to filter out the sun's damaging rays, including visible light, UV and infrared.

Since the surface of the sun will be totally obscured during the 2 minutes of the total eclipse phase, you must remove the glasses to view the delicate solar corona with the naked eye.

Do not use glasses if there are holes in the lens or with anything other than the naked eye. Specifically, do not use the glasses with binoculars, telescopes, spotting scopes or any other optical device.

For those concerned about the recent publicity about counterfeit solar eclipse glasses, here is a good resource for confirming that your glasses are safe: Reputable Vendors of Solar Filters & Viewers.


Where is the total eclipse visible?

While most of the continental United States will be able to see a partial eclipse on August 21, an approximate 75-mile wide stretch from Oregon to South Carolina will be in the path of the total eclipse, including Nashville. If it is not cloudy, Nashville and the surrounding area will be able to witness this event for about 2 minutes (up to a bit over 2.5 minutes for those closer to the dead center of the eclipse path).

During the total eclipse, observers can expect the sky to darken to dusk level, the temperature to drop and the planets and stars to be visible to the naked eye. If the observer is positioned on a relatively high spot, a ring of daylight can be seen in the 75-mile diameter circle around them. The dark shadow of the moon can sometimes be seen approaching the observer from the west at over 1,000 miles per hour right before the total phase of the eclipse begins.

The map below, provided by NASA, shows the path throughout Tennessee. To look at the full viewing path in the United States, visit the NASA website.

2017 Solar Eclipse - Nashville totality

August 21, 2017: Viewing times for Nashville [other locations along path will be different]

11:58 a.m. – first contact between moon and sun, partial eclipse begins

1:27 p.m. – total eclipse begins, moon completely covers sun

1:29 p.m. – total eclipse ends

2:54 p.m. – last contact between moon and sun, partial eclipse ends


What is a total eclipse?2017 Solar Eclipse - eclipse image

During a total solar eclipse, the moon is positioned exactly between the earth and the sun and, for a short period of time, totally obscures the view of the sun's surface for observers along a specific pathway across the globe.

While a total solar eclipse happens every year or two somewhere on earth, in most cases, the eclipse is of very short duration, over water, or visible from a location that is remote or cloudy. Partial solar eclipses are much more common, but since part of the surface of the sun is still exposed, filters must be used throughout the event and the delicate beauty of the sun's outer atmosphere isn't visible.


Bio of Mark Manner

2017 Solar Eclipse - Mark Manner astronomerMark Manner has earned a national reputation both in his legal practice and as an experienced and avid astronomer.

Mark has been recognized by Chambers USA as an "excellent attorney" who "draws upon over 35 years of experience to skillfully handle M&A and private equity transactions, as well as provide in-depth advice on corporate governance matters." (from Chambers USA 2016) He provides counsel to corporate boards, executives and significant shareholders on governance, securities issuances and disclosures, private equity transactions, and mergers and acquisitions. Mark joined Bass, Berry & Sims in 2016 after founding and serving as the managing shareholder at h3gm.

Mark's lifelong passion with astronomy has provided him opportunities to work with NASA in its mission to Pluto, KELT (Kilodegree Extremely Little Telescope) in discovering distant exoplanets, and various academic institutions in setting up observatories around the country. He is listed as a co-author on several scientific papers reporting on the discovery of exoplanets, and has been fortunate to witness three previous total solar eclipses, in Canada (1979), Hawaii (1991) and Aruba (1998).

Mark has contributed content and research to several academic articles on astronomy, including the recent discovery of a new planet:

For more information about Mark's astronomy passion and to view images he has taken of planets and the sun, visit his blog www.spotastro.com.

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