Bass, Berry & Sims | Clients | Client Successes

Client Successes

Bass, Berry & Sims Obtains Certificate of Need for Memphis-Based Children's Research Hospital

The firm recently assisted a Memphis-based children’s research hospital in obtaining a Certificate of Need (CON) required for the construction of a new building. In addition to state-of-the-art surgery and intensive care spaces, this ambitious project will also include a next generation proton beam therapy (PBT) facility that will enhance the hospital’s world-renowned pediatric cancer research and treatment programs.

Proton beam therapy is an advanced form of radiation therapy that can be precisely guided to target cancer tumors and create less damage to the areas around them. The PBT facility at this research hospital will be the first one in the world dedicated exclusively to pediatric care.

Our team of attorneys — which included Brant Phillips and Lauren Gaffney — obtained a CON for the project in August 2011. In May 2010, Phillips and Gaffney obtained a CON for Tennessee’s first PBT facility project, which is now under development in Knoxville.

Qui Tam Lawsuit Filed Against IASIS Healthcare Corporation Dismissed with Prejudice

United States ex rel. Frazier v. IASIS Healthcare Corp., No. 2:05-cv-766-RCJ (D. Az.). The United States District Court for the District of Arizona dismissed with prejudice, for a second time, a qui tam lawsuit under the False Claims Act filed against IASIS Healthcare Corporation by the Company’s former compliance officer. After the District Court's initial dismissal of the complaint in March 2008, the ruling was appealed. The Ninth Circuit agreed that the relator failed to meet the applicable pleading standard, but reversed the District Court’s dismissal with prejudice on grounds that the relator should have been given a chance to re-plead his lawsuit. After oral argument on May 4, 2011, the District Court dismissed the Third Amended Complaint with prejudice.

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.

Bass, Berry & Sims Represents HCA in $4.35 Billion Initial Public Offering

On March 9, 2011, HCA Holdings, Inc. priced the largest private-equity backed initial public offering in U.S. history. The shares began trading on the New York Stock Exchange on March 10. Following the IPO, HCA remains controlled by a private investor group comprised of affiliates of, or funds sponsored by, Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co., BAML Capital Partners, Citigroup Inc., Bank of America Corporation and HCA founder, Dr. Thomas F. Frist, Jr. Bass, Berry & Sims PLC served as company and regulatory counsel in this transaction. Attorneys who worked on the transaction included Jim Cheek, Page Davidson, Leigh Walton, Ryan Thomas, Elizabeth Warren, Bryan Metcalf, Claire Miley, Kevin Ball, Mike Kuffner, Elisa Harris, Krista Cooper, Seth Killingbeck and Aryn Subhawong.

Derivative Lawsuit Against Morgan Asset Management Dismissed

Rebecca Ryan v. Morgan Asset Management, Inc., et al., No. 08-cv-02162, 694 F.Supp.2d 879 (W.D. Tenn. 2010). The United States District Court for the Western District of Tennessee dismissed a derivative action asserting claims against Morgan Asset Management, Inc., and others by shareholders in a Morgan Keegan-related investment fund. Judge Samuel H. Mays, Jr., dismissed the plaintiff's derivative action due to the plaintiff's failure to to make demand on the board of directors of the investment company and otherwise show that demand would have been futile.

Morgan Asset was represented by Matthew M. Curley and Michael L. Dagley of Bass Berry & Sims PLC in Nashville and Michael A. Brady and Shepherd D. Tate of the firm’s Memphis office.

Class Action Lawsuit Against Morgan Keegan Dismissed

C. Fred Daniels v. Morgan Asset Management, Inc., et al., No. 09-cv-02800 (W.D. Tenn.). The United States District Court for the Western District of Tennessee dismissed with prejudice class action claims against Morgan Keegan & Co., Inc., Morgan Asset Management, Inc., MK Holding, Inc., and others brought on behalf of beneficiaries of trust and investment accounts concerning certain Morgan Keegan-related investment funds. Judge Samuel H. Mays, Jr., ruled that the plaintiffs' class action claims are precluded under the Securities Litigation Uniform Standards Act (SLUSA).

Morgan Asset, Morgan Keegan, MK Holding and other individual defendants were represented by Matthew M. Curley and Michael L. Dagley of Bass Berry & Sims PLC in Nashville.

Whitestone REIT Public Offering

On August 25, 2010, Bass, Berry & Sims' client Whitestone REIT (NYSE: WSR), priced a 2,200,000 share initial public offering of class B common stock that began trading on the American Stock Exchange the next day. The pricing of an IPO is always an event of note, but this offering was the culmination of five years of corporate restructuring to position the company to graduate from a public, unlisted REIT to an institutionally-owned, exchange-traded REIT. In addition, the IPO priced in a dismal stock market where no REIT IPOs had been priced and four REIT IPOs had been withdrawn within the past several weeks. Bass, Berry & Sims played a key role over the last five years in positioning Whitestone for this event and was integral to the IPO transaction itself. The BBS IPO team was led by John Good and included Eric Loumeau, Amanda Poe, Sherish Siddiqui, Bryan Metcalf, Todd Ervin and Philip Lewis.

Intergraph to be Acquired by Hexagon AB

Intergraph Corp., a leading global provider of engineering and geospatial software, announced on July 7, 2010 that it had signed a definitive agreement to be acquired by Hexagon AB, a leading global measurement technology company, in a transaction valued at approximately $2.125 billion. Pending regulatory approvals, as well as satisfaction of other customary closing conditions, the transaction is expected to be completed in the third or fourth quarter of 2010. Allen Overby, Ryan Thomas, RP Dempsey and Kendrick Vaughn represented Intergraph in connection with the transaction.

Emdeon Acquires FutureVision
Healthcare information technology company Emdeon Inc. has acquired FutureVision Technologies LLC, a Salt Lake City electronic processor of healthcare payments. Consideration for the transaction was approximately $20 million in cash at closing, along with an earnout of up to $40 million in cash following the closing.

Emdeon's last acquisition came before its initial public offering when it bought eRx Network LLC, a provider of electronic pharmacy healthcare solutions, in July 2009. Consideration for this transaction was approximately $75 million in cash, plus 1,850,000 units of EBS Master LLC, a subsidiary of Emdeon.

Howard Lamar, Kevin Douglas and Wes Scott of Bass, Berry & Sims PLC served as Emdeon's legal advisers.

Vanderbilt Successfully Defended in Americans With Disabilities Act and Gender Discrimination Case

The Sixth Circuit Court of Appeals has ruled in favor of Vanderbilt University in an Americans With Disabilities Act and reverse gender discrimination case. A nurse fired for not completing patients' medical charts failed to show that his termination was based on either disability discrimination or reverse discrimination (Simpson v. Vanderbilt Univ., 6th Cir., No. 08-6548, unpublished opinion 12/22/09). The Sixth Circuit affirmed a grant of summary judgment from the United States District Court for the Middle District of Tennessee. The case is reported in the January 8, 2010 edition of Daily Labor Report. To read the full article, click here.

Vanderbilt was represented by Alonda W. McCutcheon and William N. Ozier of Bass, Berry & Sims PLC and Kevin R. Davis of the University's Office of General Counsel.

AmREIT Announces Successful Completion of the Merger with REITPlus

On November 24, 2009, AmREIT, a Maryland real estate investment trust, completed a merger into REITPlus, Inc., with a simultaneous change of its name to AmREIT, Inc. The combined company will continue to operate as a Maryland corporation that has elected to be taxed as a REIT. The merger, which was overwhelmingly approved by shareholders of both companies, simplifies the capital structure of AmREIT and positions the company to pursue Phase 3 of its Vision 2010 strategic plan, which is to grow the company and achieve liquidity for shareholders.

The team from Bass, Berry & Sims PLC consisted of corporate and tax lawyers in the Memphis and Nashville offices of the firm. The team was led by John Good and included Laura Brothers, Todd Ervin, Amanda Poe, Tom Wedeles, Wes Scott and Philip Lewis.

Click here for AmREIT’s press release.

Class Action Lawsuit Against Morgan Keegan Dismissed

Richard A. Atkinson, M.D., et al. v. Morgan Asset Management, Inc., et al., No. 08-2694, W.D. Tenn.; 2009 U.S. Dist. LEXIS 93371 (W.D. Tenn. Sept. 23, 2009); 2009 WL 03245550 (W.D. Tenn. Sept. 23, 2009). The United States District Court for the Western District of Tennessee dismissed with prejudice class action claims against Morgan Asset Management, Inc., Morgan Keegan & Co. Inc., MK Holding, Inc., and others by shareholders in certain Morgan Keegan proprietary mutual funds. Judge Samuel H. Mays, Jr., ruled that the class claims are precluded under the Securities Litigation Uniform Standards Act (SLUSA) and did not fall within SLUSA’s so-called "Delaware Carve-Out" provision.

Morgan Asset, Morgan Keegan, MK Holding and other individual defendants were represented by Matthew M. Curley and Michael L. Dagley of Bass Berry & Sims PLC in Nashville and Michael A. Brady and Shepherd D. Tate of the firm’s Memphis office.

U-Store-It Closes Follow-On Public Stock Offering

August 2009 - U-Store-It Trust, a self-administered and self-managed real estate investment trust providing self-storage solutions across the country, closed a follow-on public offering of 32,200,000 common shares at a public offering price per share of $5.25, including 4,200,000 common shares purchased by the underwriters pursuant to an overallotment option. The Company received approximately $161.2 million in net proceeds from the offering.

The Bass, Berry & Sims PLC team of John Good, Todd Ervin, Helen Brown, Wes Scott, Mike Kuffner and Philip Lewis represented U-Store-It in the transaction.

Veterans Successful in Benefits Appeal

In two separate cases, attorneys from Bass Berry & Sims PLC, partnering with the National Veterans Legal Services Program (NVLSP) and the American Legion, successfully assisted in the representation of veterans on a pro bono basis in matters before the Board of Veterans' Appeals in Washington, D.C.

Shayne Clinton assisted in the representation of a veteran who had been diagnosed with prostate cancer 35 years after serving in Southeast Asia. As a result of Shayne's efforts in tracking down medical records, researching and obtaining various military records, and obtaining witness statements, it was established that the veteran's diagnosis of cancer was connected to his service in Vietnam. The Department of Veterans Affairs awarded the veteran substantial back pay and an ongoing monthly stipend.

Taylor Gray assisted in the representation of a veteran in an appeal from a rating decision by the Department of Veterans Affairs, which initially denied the veteran certain benefits. Through the submission of additional medical evidence obtained by Taylor, it was established that the veteran was entitled to receive benefits for an arthritic condition in his ankles stemming from fractures he sustained in service over twenty-five years ago.

Since 2007, Bass, Berry & Sims PLC has joined with other law firms around the country through the National Veterans Legal Services Program (NVLSP) for the purpose of representing military veterans who have been denied benefits by the Department of Veterans Affairs (VA). This pro bono effort has been organized by Matt Curley, member at the firm. The NVLSP is an independent nonprofit veteran’s service organization that has assisted veterans and their advocates since 1980. Lawsuits brought by NVLSP attorneys have resulted in VA payments of hundreds of millions of dollars in benefits to veterans and their families. NVLSP recruits, trains, and assists thousands of volunteer lawyers and veterans' advocates.

Emdeon Purchases eRx

Emdeon, a leading provider of revenue and payment cycle management solutions, has acquired eRx Network, LLC ("eRx"), a premier provider of electronic pharmacy healthcare solutions, for $75 million in cash and 1,850,000 units of Emdeon membership interests. The transaction combines Emdeon's existing pharmacy operations with eRx's expanding customer base, reputation for product innovation, customer support and advanced pharmacy switching technology.

The Bass, Berry & Sims PLC team of Howard Lamar, Kevin Douglas, Scott Bell, Tom Wedeles, Michael Collier and John Fuller represented Emdeon in the transaction.

Magellan Health Services Acquires First Health Services

Magellan Health Services, Inc. signed a definitive agreement to acquire First Health Services Corporation, a subsidiary of Coventry Health Care, Inc. that provides pharmacy benefits administration and other services for Medicaid programs. Magellan also signed service agreements with Coventry to manage radiology services on a risk basis and to provide oncology management services in five Coventry markets each. Under the terms of the purchase agreement, Magellan will pay Coventry $110 million in cash for the stock of First Health Services as well as certain other assets related to the operation of the First Health Services business. First Health Services will become a wholly owned subsidiary of Magellan.

Based in Glen Allen, Va., First Health Services Corporation provides pharmacy benefits administration, health care management, and IT services to state Medicaid programs. The Bass, Berry & Sims PLC team of Bob Thompson, Angela Humphreys and Price Wilson represented First Health Services in the transaction.

Smith & Wesson Acquires Universal Safety Response

Smith & Wesson Holding Corporation, parent company of Smith & Wesson Corp., the legendary 157-year old company in the global business of safety, security, protection and sport, has acquired Universal Safety Response, Inc. (USR), a privately held, full-service security systems solutions provider, for aggregate consideration of up to $78 million, consisting of $52.5 million at closing (in Smith and Wesson common stock and cash) with an 18 month earn out of up to $25.5 million in additional Smith and Wesson common stock. In addition, various use shareholder loans of approximately $7.1 million were paid in full.

USR, founded in 1994 and headquartered in Franklin, Tennessee, is a full-service, uniquely positioned, fast-growing provider of integrated perimeter security solutions. USR serves a variety of clients in the defense, transportation and petrol-chemical industries, as well as corporate facilities, airports, Fortune 500 companies, national laboratories and museums.

The Bass, Berry & Sims PLC team of Howard Lamar, Laura Brothers, Scott Bell, Mike Kuffner, Rishab Jaju and Matt Sinback represented USR in the transaction.

TEKsystems, Inc. v. Farr Decision Upheld

The Tennessee Court of Appeals has upheld a sales tax exemption for staff augmentation services. In TEKsystems, Inc. v. Farr, the Court affirmed a Chancery Court holding that software fabrication, installation, repair, or maintenance services performed by temporary employees provided of an IT staffing company are not subject to Tennessee sales tax if those services are performed under the direction and control of the client companies.

Bass, Berry & Sims Attorneys Michael D. Sontag and Stephen J. Jasper represented the appellee, TEKsystems, Inc. The attorneys have authored an article regarding this recent victory for our client, published in the May 18, 2009 edition of State Tax Notes. The article discusses the decision and its likely ramifications, including significant refund opportunities.

Click here to read the full article.

Carranza Verdict Upheld

The U.S. Court of Appeals for the Sixth Circuit has upheld the jury verdict holding Memphis resident Colonel Nicolas Carranza liable for crimes against humanity. Carranza, the former vice-minister of defense of El Salvador, was held liable for overseeing torture and extrajudicial killings in that country during the early 1980s.

The plaintiffs are hopeful that the upheld verdict will encourage the United States Justice Department to bring proceedings to revoke Carranza’s citizenship based on his responsibility for gross human rights violations. Carranza came to the United States in 1985 and settled in Memphis. He became a U.S. citizen in 1991.

The suit was jointly brought by the Center for Justice & Accountability (CJA) and the law firm of Bass, Berry & Sims.

Bass, Berry & Sims Member David Esquivel represented the plaintiffs.

Click here for the full press release.

Country Music Hall of Fame® and Museum Reaches Settlement with the Estate of Bob McLean

After more than a year of lengthy negotiations with the Robert W. McLean Bankruptcy Estate, the Country Music Foundation, the not-for-profit 501(c)(3) educational organization that operates the Country Music Hall of Fame® and Museum, has reached a settlement that allows the museum to retain two Johnny Cash guitars, Mother Maybelle Carter’s Gibson L-5 guitar and Bill Monroe’s Gibson F-5 Loar mandolin, all made available to the museum by McLean, either through donation or pledges.

McLean is accused of operating a “Ponzi scheme,” defrauding investors of more than $67 million over a period of several years. The bankruptcy estate sought to recover funds donated by McLean to the foundation and either the value of the instruments or the instruments themselves.

“We are pleased to avoid a costly court battle and get this matter resolved,” said Museum Director Kyle Young.

Bass, Berry & Sims Member Gene Humphreys represented the Country Music Foundation.

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

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.

Performance Food Group Signs $1.3 Billion Merger Agreement

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

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

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

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

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, 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

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

In 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

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

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

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 Corporation Completed

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

HCA 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 Group, Inc. Acquired by One Equity Partners for More Than $1 Billion

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.

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.

Healthcare Companies Win Prompt Dismissal of Multi-Million Dollar Lawsuit

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

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

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.

Ecotone Services, Inc. Wins Bid Protest Cases Worth $37 Million

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

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.

Upper Cumberland Electric Membership Corporation Wins Condemnation Case

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.

Financial Services Client Wins "Bet the Company" Case

The Bass, Berry & Sims' legal team of Michael Dagley, Tara Swafford, Kelly Cunningham and Matthew 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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