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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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FCPA: 2016 Year in Review & 2017 Enforcement Predictions

A review of trends and developments in FCPA as well as a look ahead into what to expect for 2017. This report aims at providing corporate leaders and companies with the knowledge they need to comply with the FCPA and avoid litigation in 2017.

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Pinnacle to Acquire BNC Bancorp for $1.9 Billion

Client Type: Public Company

We represented Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) in its definitive agreement to acquire BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC will merge with and into Pinnacle in an all-stock transaction. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. On a pro forma basis, Pinnacle is expected to be a top 50 public U.S. banking franchise by assets, with $20 billion in assets, $14 billion in loans and $15 billion in deposits. In connection with the definitive agreement, we also represented Pinnacle in an offering of 3,220,000 shares of common stock with gross proceeds of $201,250,000.

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Attorneys were involved in all aspects related to the definitive agreement, including tax, employee benefits and litigation. Additional details about the definitive acquisition agreement can be found in the official news release posted on Pinnacle's website.

The transaction was also covered by various media outlets, including:

BNC Bancorp (NASDAQ: BNCN) is the parent company of Bank of North Carolina, a commercial bank with total assets of $7.4 billion.

Pinnacle Financial Partners (NASDAQ: PNFP) provides a full range of banking, investment, trust, mortgage and insurance products and services designed for businesses and their owners and individuals interested in a comprehensive relationship with their financial institution.

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