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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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Presentation Recap: Diligence Considerations and Risk Management in Healthcare M&A

Events

September 20, 2017

Bass, Berry & Sims attorney Angela Humphreys co-presented at a breakfast program, "Diligence Considerations and Risk Management in Healthcare M&A." Fellow panelists included Will FitzSimons, Senior Managing Director at Arthur J. Gallagher & Co.; Lisa T. Nix, CPA, Practice Leader of Transaction Advisory Services at LBMC; and David M. Pontius, Vice President at MTS Health Investors.

The event provided attendees practical advice on how to mitigate risks in healthcare transactions. Key takeaways included:

  • Valuations are at an all-time high. Buyers do not want to pay an A+ price for a B- asset, which makes diligence key.
  • Deals are running longer before exclusivity. It is a very competitive market. 
  • 34% of all private equity transactions in the first half of 2017 have Reps & Warranties insurance. This is gaining traction in the healthcare space. 
  • Don't lose sight of the issues: identify debt-like liabilities early on. 
  • Engage your team early for billing and coding, financial, and legal diligence and consider a phased approach starting with billing and coding to detect any compliance issues at the beginning. 
  • Sell-side diligence before a transaction launches is becoming more common as dealmakers are recognizing the benefits. 
  • Background checks are a key component of due diligence. 
  • Deals rarely go astray as a result of legal issues, it is almost always a matter of valuation, making the front-end due diligence critical in setting up a higher probability for success.

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