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In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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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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Event Recap: 2016 Health Care Investors Conference

Events

October 20, 2016

Health care investors and executives gathered last week in Nashville for the sixth annual Health Care Investors Conference (HCIC), hosted by Bass, Berry & Sims and Deloitte & Touche LLP. 

Speakers discussed trends in healthcare investing and the potential impact of the 2016 elections. Themes included MACRA implications, investment insights and common deal busts. 

MACRA IMPLICATIONS
Several speakers analyzed implications of the Medicare Access and CHIP Reauthorization Act of 2015 (better known as MACRA), and its final rule released by CMS earlier this month.

Ryan Haggerty, Senior Manager in Deloitte & Touche LLP, called MACRA a "game changer." "It repeals the SGR formula, setting updates to the Medicare Physician Fee Schedule (PFS) for all years in the future and offers significant financial incentives for health care professionals to participate in risk-bearing, coordinated care models and to move away from the traditional fee for service system" he said.

"MACRA requires entirely new ways of reporting (reimbursements), which requires new infrastructure, and the physician world is completely unprepared," said Patrick Solomon, chief development officer of physician services at AmSurg. Solomon displayed a 2016 Deloitte study which showed only 2 percent of doctors are ready for MACRA. "It's just a new pain point to drive physicians to join larger organizations," he said.

INVESTMENT INSIGHTS
Casey Lynch, managing director of Altamont Capital Partners, warned investors that scale alone may not lead to sustained success. "We believe simply being bigger is not enough," Lynch said. "You've got to be better. If you're better at running your business, the scale and efficiencies will come."

Danielle O'Rourke, principal with Martin Ventures, outlined the types of health care technology her organization seeks for investment. "Technologies adopted through governmental mandate are generally not good investments for us," she said. Instead, O'Rourke's firm prefers technologies that either improve efficiencies and operations within the current health care system, or those driving changes to the system through transparency and accessibility.

COMMON DEAL BUSTS 
Speakers also identified legal and financial issues that can bust deals including undiscovered Stark Law violations, heightened fraud and abuse enforcement and purchase price adjustment disputes. Matt Curley, member, Bass, Berry & Sims, discussed the heightened enforcement environment facing healthcare companies, pointing out that the federal government has amassed more than $20 billion in civil fraud recoveries during the past five years. The Yates Memo, released by the U.S. Department of Justice in late-2015, outlines DOJ's policy of holding individuals accountable for civil and criminal wrongdoing uncovered in connection with corporate fraud investigations. He said, "Executives and board members of healthcare companies should take notice of the government's enforcement initiatives and work to create an environment of compliance within their organizations as a proactive means of reducing enforcement risk."

Angela Humphreys, chair of the Bass, Berry & Sims health care practice, and Deloitte & Touche LLP's Phil Pfrang, U.S. Managing Partner for life sciences & health care M&A transaction services, served as leaders of the event designed to connect investors with prominent players in the health care industry. 

"Investors have long recognized the entrepreneurial vigor and creativity of Nashville's health care community, making Nashville a natural location to bring together great leaders from the health care and private equity worlds over the past six years," said Humphreys. "It is a dynamic, transformative time in health care: Consolidation is at an all-time high, and everyone is trying to figure out what sectors to watch next. The speakers gave us all some truly valuable insight into that. We're grateful to Deloitte and pleased that our conference enables investors and management teams to connect."

Supporting organizations included the Nashville Entrepreneur Center, Healthcare Private Equity Association (HPCEA), the Nashville Health Care Council and Nashville Capital Network.


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