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Client Successes

Multi-specialty Physician Practice Receives Favorable Ruling in Medicare Audit Appeal

April 22, 2008 - Bass, Berry & Sims successfully defended a multi-specialty physician practice during a Medicare audit appeal before an Administrative Law Judge. The appeal arose after a Program Safeguard Contractor (PSC) alleged in an audit that the practice had overcharged Medicare by $1.6 million. The ALJ issued a fully favorable ruling for the practice after finding that the statistical sampling used by the PSC was flawed and the denial of the appealed sampled claims was in error. Anna Grizzle and Brian Roark were lead counsel, assisted by Pooneh Ghiassi and Seth Killingbeck.

Qui Tam Lawsuit Filed Against IASIS Healthcare Corporation Dismissed

March 31, 2008 – United States ex rel. Frazier v. IASIS Healthcare Corp., No. CV 05-0766-PHX-JAT (D. Az.). The United States District Court for the District of Arizona dismissed a qui tam lawsuit filed against IASIS Healthcare Corporation by the Company’s former compliance officer. United States District Judge James A. Teilborg granted IASIS Healthcare’s Motion to Dismiss from the bench at the conclusion of oral argument and dismissed the complaint with prejudice. This case dates back three years to March 2005 and became the subject of a subpoena by the Office of the Inspector General in September 2005. In August 2007, the case was unsealed after the United States Department of Justice declined to intervene in the matter.

Bass, Berry & Sims served as co-counsel for IASIS Healthcare. Attorneys on the team included Leigh Walton, Scott Noonan, Michael Dagley, Matthew Curley, Britt Latham and Brian Roark.

Performance Food Group Signs $1.3 Billion Merger Agreement

January 18, 2008 - Performance Food Group (PFG) announced this morning that it will merge with an affiliate of The Blackstone Group and Wellspring Capital Management in a leveraged buyout aggregating $1.3 billion. The transaction is at a 42% premium to PFG's trading price at close of day yesterday and PFG shareholders will receive $34.50 in cash for each outstanding share of company common stock. PFG markets and distributes more than 68,000 national and private label food and food-related products to over 41,000 restaurants, hotels, cafeterias, schools, healthcare facilities and other institutions.

Bass, Berry & Sims attorneys Mitch Walker, Jennifer Noonan, Scott Holley and Jamie Wade acted as counsel to Performance Food Group.

Bright Horizons To Be Acquired for $1.3 Billion

Nashville, Tenn., January 14, 2008 - Bass, Berry & Sims PLC has acted as counsel to Bright Horizons Family Solutions, Inc. in connection with its acquisition by Bain Capital Partners LLC, a global private investment firm. Bright Horizons is the world's leading provider of employer-sponsored childcare, early education and work/life solutions and is based in Boston, Massachusetts. Under the terms of the Merger Agreement, Bright Horizons stockholders will receive $48.25 in cash, representing a 47% premium over the previous closing share price. The transaction is valued at approximately $1.3 billion and is one of the largest transactions announced in 2008 and one of the largest leveraged buyout transactions announced since the credit crunch occurred in late 2007. A copy of the Merger Agreement has been filed with the Securities and Exchange Commission. The Bass, Berry & Sims team representing Bright Horizons was led by Jim Cheek, Howard Lamar and Laura Brothers and included Scott Bell, Curtis Fisher, Matt Thompson, Jamie Wade and Price Wilson.

Genesco Wins High-Stakes Litigation Against Finish Line

December 2007 - Bass, Berry & Sims, serving as lead counsel for Genesco, recently received a favorable judgment in the high-stakes litigation case Genesco, Inc. v. Finish Line, Inc., Headwind, Inc., UBS Securities LLC and UBS Loan Finance LLC.

In June 2007, Bass, Berry & Sims represented Genesco in connection with the negotiation of a merger agreement for Genesco to be acquired by Finish Line for $1.5 billion. The merger agreement was extremely seller-friendly, but when the credit markets subsequently took a dive, Finish Line and its lender, UBS, tried to back out of the deal accusing the company of withholding key financial information and citing a material adverse change based on Genesco's weaker than expected results from the second and third quarter of 2007. Bass, Berry & Sims' litigation team, led by Overton Thompson, filed suit to enforce the agreement asserting that there had been no fraud, that Genesco's recent performance was the result of general economic conditions which did not allow Finish Line to escape its obligations under the merger agreement, and that the merger agreement should be enforced as written.

On December 27, 2007, Tennessee Chancery Court Judge Ellen Hobbs Lyle ruled in favor of Genesco, dismissing all of Finish Line's arguments for breaking the agreement, rejecting claims that Genesco had committed fraud by concealing financial information and affirming that Finish Line had breached its merger agreement. Most significantly, Chancellor Lyle ordered that Finish Line must specifically perform its obligations under the merger agreement and close the transaction.

Click here for the entire 46-page opinion issued by Chancellor Ellen Hobbs Lyle.

CLARCOR Completes Merger of its Facet Operations with Perry Equipment Corporation

December 2007 - CLARCOR Inc., a leading marketer and manufacturer of mobile, industrial and environmental filtration products and consumer and industrial packaging products, announced on December 3, 2007 the completion of the acquisition of Perry Equipment Corporation, a privately-owned manufacturer of engineered filtration products and technologies headquartered in Mineral Wells, Texas. The purchase price payable by CLARCOR was approximately $163 million, payable in cash and shares of CLARCOR stock.

Bass, Berry & Sims represented CLARCOR in the acquisition. Attorneys on the team included J. Page Davidson, Kevin Douglas and Andrea Orr.

Ducks Unlimited Preserves Habitat Via Carbon Sequestration

November 20, 2007 - Ducks Unlimited, the world's largest wetland conservation organization, reached an innovative conservation agreement to convey "carbon offset credits" to an environmental asset management company, Equator Environmental, LLC. The funds generated by the sale of these credits further allow Ducks Unlimited to preserve waterfowl habitat that is at risk of being developed for agricultural or other uses. Ducks Unlimited is able to pay landowners more to grant conservation easements to the U.S. Fish & Wildlife Service, and the easements ensure that at-risk grasslands will not be developed and will maintain large carbon stores in the soil. These carbon stores are what is then quantified and sold as carbon offset credits. The partnership between Ducks Unlimited and Equator Environmental not only preserves valuable grasslands but also encourages landowners to maintain these habitats and allows landowners to make a profit at the same time. The agreement between Ducks Unlimited and Equator Environmental reflects the growing importance of conservation and climate change, as well as the expected regulation of carbon emissions by the government.

Bass, Berry & Sims attorneys Drew Goddard and Greg Young, of the firm's Environmental Practice Area, structured and negotiated the agreements between Ducks Unlimited and Equator Environmental as well as the agreements for Ducks Unlimited to use to obtain carbon offset credits from landowners.

For more information, please see the press release here from Ducks Unlimited.

Town of Smyrna Protects Water Supply

September 2007 - The Town of Smyrna, in a suit against the Army Corps of Engineers, won a motion for partial summary judgment in September 2007, alleviating a threat to the town's water supply and allowing the matter to be resolved. Simultaneously, the court denied the Corps' motion to dismiss the action.

After a long period of trying the negotiate with the Corps, in June 2006, the Town of Smyrna received a letter from the Corps demanding payment of $3.5 million within 30 days or the town's easement for its main water supply pipe from Percy Priest Reservoir was subject to termination. The town immediately sued the Corps in federal court in the Middle District of Tennessee for a temporary restraining order/preliminary injunction and asked the court for a declaratory judgment that the Corps' demand that the town pay the amounts the Corps was seeking (based upon the original construction costs of the reservoir) was contrary to the Water Supply Act of 1958. Judge Trauger granted the town's motion, confirming that the Corps lacked the authority to impose such charges on the town.

Bass, Berry & Sims attorneys Jessie Zeigler, Wearen Hughes, Josh Denton and Wendee Hilderbrand represented the Town of Smyrna in this matter.

Pro Bono Navy Whistlerblower Case Has Positive Outcome

July 27, 2007 -I n January 2003, the firm accepted a whistleblower pro bono case on behalf of Lieutenant Jason Hudson. While serving as a Navy human resources officer, Lieutenant Hudson was demoted, publicly maligned and issued an adverse performance evaluation after objecting to and properly reporting an unlawful Navy recruiting directive which required racial discrimination against minority Navy applicants. As part of his representation of Lt. Hudson, Ross Booher prompted Congressional inquiries and media coverage and as a result, the Navy and Defense Department conducted multiple investigations of Lt. Hudson's allegations, ultimately acknowledging that the recruiting policy was "legally indefensible." On July 23, 2007, the Deputy Secretary of Defense signed a strengthened Military Whistleblower Protection Directive. On July 26, 2007, the Navy announced that Hudson has been selected for promotion to Lieutenant Commander. Booher provided more than 1,100 hours to Lt. Hudson throughout the duration of the case.

Verso Paper Creates New Employee Benefits Plan

March 2007 - David Thornton, Bryan Metcalf, Lisa Bleed, Michael Moore and Curtis Fisher helped Verso Paper successfully negotiate and implement employee benefit plans and programs after Verso, previously a business of International Paper, was sold and became an independent company. Producing programs of this scale was complicated and expansive (retirement, medical, nonqualified, life, severance, union benefits, etc.) The work was completed in a matter of several months, including negotiating and implementing service agreements with all providers and vendors.

Covenant Health System Completes Financing of New Hospital and Other Facilities

December 2006 - Covenant Health, a nonprofit health system headquartered in Knoxville, Tennessee, successfully completed a $220 million financing. The financing provided funds to construct a new hospital in Sevier County, Tennessee, one of the fastest growing areas in the state. The financing also allows Covenant to complete improvements at a number of its other facilities.

Bass, Berry & Sims' attorneys, including Mark Mamantov, Warren Sanger and Jordana Nelson, represented the underwriter for the transaction, Citigroup Global Markets, Inc.

Financing of Maryville Civic Arts Center Completed

December 2006 - Culminating a year-long effort, the cities of Maryville and Alcoa, Tennessee closed the financing of a civic arts center that will usher in a new level of cultural programming for those communities. This $42 million facility will include performance halls, exhibition space and classrooms. The facility will be managed by Maryville College on behalf of the cities, and the College will contribute over $20M to the project.

Bass, Berry & Sims served as bond counsel for this transaction. Mark Mamantov and Warren Sanger were primarily responsible for the representation.

Acquisition of Intergraph Completed

November 2006 - Intergraph Corporation, a leading global provider of spatial information management software, announced on November 29, 2006, the completion of the acquisition of Intergraph by Hellman & Friedman and Texas Pacific Group. The acquisition was valued at $1.3 billion, and stockholders received $44.00 in cash, without interest, for each share of stock.

Bass, Berry & Sims represented Intergraph in the acquisition. Attorneys on the team included Allen Overby, Ryan Thomas, Derek Hughey, Erika Gilmore and Andrea Orr.

HCA Merges with Private Equity Consortium

November 2006 - HCA Inc. successfully completed its merger with Bain Capital, Kohlberg Kravis Roberts & Co., Merrill Lynch Global Private Equity and HCA co-founder Dr. Thomas F. Frist, Jr. The transaction was valued at $33 billion, including approximately $11.7 billion of debt, and topped the record-setting leveraged buyout of RJR Nabisco in 1989. HCA stockholders received $51 per share at closing.

Bass, Berry & Sims represented HCA in the merger. Over 30 of our attorneys worked on the transaction, including Jim Cheek, Page Davidson, Jim Tate, Leigh Walton, Wally Dietz, George Masterson, Scott Holley, Ryan Thomas, Stanford Adams, Kevin Ball and Chase Crocker.

NCO Acquired by One Equity Partners for More Than $1 Billion

November 2006 - NCO Group, Inc., a leading global provider of business process outsourcing services, was acquired by One Equity Partners (OEP) and Michael J. Barrist, chairman, president and chief executive officer of the company. Barrist will continue as CEO. The transaction was valued at approximately $1.26 billion. Under the terms of the agreement, shareholders will receive $27.50 in cash for each share of NCO common stock.

Independent members of NCO's Board of Directors served on a special committee that negotiated the merger agreement. Bass, Berry & Sims attorneys Bob Thompson, Page Davidson and Chris Chi served as legal counsel to the special committee.

American Retirement Corporation Shareholders Approve Acquisition by Brookdale Senior Living Inc.

July 2006 - American Retirement Corporation (ARC), a national senior living and health care services provider offering a broad range of care and services to seniors, announced on July 19, 2006, that its shareholders approved the company's acquisition by Brookdale Senior Living Inc. ARC shareholders received $33.00 in cash for each share they owned at the closing of the transaction. The acquisition was valued at approximately $1.2 billion.

Bass, Berry & Sims attorneys, including Jennifer Noonan, Laura Brothers, Bryan Metcalf, Andy McQueen, Natalie Cline, Susan Foxman and Chris Haley, represented ARC in the acquisition.

Clients Win Prompt Dismissal of Multi-Million Dollar Lawsuit

May 2006 - Our New York-based clients Fort Lauderdale Hospital Management, LLC and Millwood Health, LLC won the dismissal of a multi-million dollar lawsuit brought by a behavioral healthcare company. The lawsuit arose out of a contract and Medicaid/Medicare reimbursement indemnification dispute related to a $47 million hospital transaction involving the parties that closed in 2004. Before the closing, our clients managed psychiatric hospitals in Florida and Texas, respectively. In March, the behavioral healthcare company filed its lawsuit. After a May 9 hearing, the Court granted our clients' motion to dismiss the company's claims for lack of personal jurisdiction in Tennessee. The attorney team included Dale Grimes, Ross Booher, Jeff Yarbro and Matt Sinback.

Nationwide Class Action Suit Against HCA Dismissed

May 2006 - HCA Inc., one of the leading health care services companies in the United States, faced a nation-wide class action suit that was successfully dismissed. The plaintiff sought damages and injunctive relief, claiming that HCA-affiliated hospitals had charged uninsured patients excessive rates in violation of state consumer protections laws.

After the complaint was filed, HCA's counsel filed a motion to dismiss the case for failure to state a claim for relief under state consumer protection laws and the federal district court for the Middle District of Tennessee granted the motion dismissing the case with prejudice. Bass, Berry & Sims attorneys Lee Barfield, Tara Swafford, Dale Grimes and Jeff Yarbro represented HCA.

Memphis Pastor's Case Dismissed
December 2005 - John Golwen, Kristen Wright and Colleen Hitch represented Dr. Frank A. Thomas, senior pastor of the Mississippi Boulevard Christian Church in Memphis. Thomas was found in contempt and sentenced to jail in 2004 for allegedly breaching a settlement agreement. The defense team, however, was able to secure a stay of the sentence pending appeal. The position of Pastor Thomas, and the other members of the leadership of Mississippi Boulevard Christian Church, was ultimately vindicated when the Tennessee Court of Appeals concluded that the Chancellor had lacked subject matter jurisdiction to enforce the settlement agreement and dismissed the case in its entirety.

Client Wins Bid Protest Cases Worth $37 Million

August 10, 2005 - Ross Booher and Steve Jasper recently won a major victory for our client, Ecotone Services, Inc. Ecotone is a Dover, Tennessee-based environmental services and re-sourcing company which recently received the U.S. Small Business Administration's Award for Excellence. In October 2003, after a "best value" competitive bid process, the U.S. Department of Agriculture Forest Service awarded Ecotone four separate government contracts to provide environmental services, roads and trails maintenance, grounds maintenance & facilities cleaning service and facilities maintenance at the Land Between the Lakes National Recreation Area. Subsequently, two of Ecotone's competitors filed separate bid protest actions in the U.S. Court of Federal Claims challenging the United States' award of the contacts to Ecotone. Four separate nine-year government contracts worth approximately $37 million were at stake. After consolidation of the cases and extensive litigation, the U.S. Court of Federal Claims ruled decisively in favor of our client.

Federal Jury Rules in Favor of Philip Morris USA in Antitrust Trial

July 14, 2005 - Bass, Berry & Sims, Arnold & Porter, and Hunton & Williams teamed up to represent Philip Morris USA in an antitrust lawsuit filed by a group of vending machine operators alleging that the cigarette manufacturer engaged in price discrimination and discriminatory promotional payments, services and facilities under section 2(a), (d), & (e) of the Robinson-Patman Act. A federal court jury in Nashville found in favor of Philip Morris USA on all claims. Team members from Bass, Berry & Sims included Dale Grimes, Ross Booher, Steve Jasper, Matt Sinback and Wendee Hilderbrand.

Client Wins Condemnation Case

April 2005 -Dick Lodge, Brant Phillips and Russ Baldwin recently had terrific outcome in a condemnation case of our client, Upper Cumberland Electric Membership Corporation, which is a rural electric cooperative headquartered in Carthage, TN. A neighboring municipality attempted to condemn large tracts of UCEMC's service territory. Although the court approved the condemnation, the UCEMC received damages of approximately $10,000,000, which was roughly ten times more than the municipality had offered to pay.

Client Wins "Bet the Company" Case

The Bass, Berry & Sims' legal team of Michael L. Dagley, Tara L. Swafford, Kelly A. Cunningham and Matthew J. Sinback recently won a victory for a client in the financial services distribution business. The firm's defense of this company resulted in a ruling by the arbitrators which denied all claims by the plaintiffs, who were alleging fraud, breach of contract and violations of securities laws and were seeking rescission and millions of dollars in damages. In addition, the firm won a monetary judgment on the counterclaim for our client.

Coventry Health Care Inc. and First Health Group Corp. Merger Worth $1.8 Billion

Bob Thompson, Angela Humphreys, Julie Walker and Clay Richards of Bass, Berry & Sims' Corporate and Securities Practice Area represented Coventry in this deal. Bass Berry previously worked with Coventry in its $400,000,000 purchase of Principal's managed care business and since then has been involved with numerous transactions for Coventry, including stock purchases of Altius Health Plans, PersonalCare Health Management, Inc., New Alliance Health Plan, Blue Ridge Health Alliance, Inc. and Wellpath Community Health Plans LLC, a merger with Mid America Health Partners, and the sale of subsidiary Blue Cross and Blue Shield of Florida.

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