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How did Brianna Powell's work as a law clerk prepare her for practicing law? Read more>

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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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Ryan Thomas Discusses Acquisition for GlobeSt.com

GlobeSt.com

Media Mentions

February 17, 2010

Ryan Thomas, attorney at Bass, Berry & Sims, is extensively quoted regarding an offer by Indianapolis-based Simon Property Group to acquire Chicago-based General Growth Properties, thus merging the top two retail-focused real estate companies in the country. The article by reporter Katie Hinderer, titled "Simon Faces Uphill Battle with Shareholders," appears in the February 17, 2010 online edition of GlobeSt.com.

From the article:

However, this is not a done deal, according to Ryan Thomas, a partner at Bass Berry & Sims PLC and expert in mergers and acquisitions of public and private companies. Since GGP is still trying to pull a number of assets out of bankruptcy, Simon will need court approval; as well as the approval of secured creditors and shareholders.

The creditors may be the easiest challenge. "The court will balance the interests of all creditors, including the secured creditors, and will consider the feasibility of the Simon transaction," Thomas tells GlobeSt.com. "The secured creditors may support the transaction, unless they see an alternate path that enhances their collateral -- or unless the Simon transaction somehow impairs their collateral."

"The shareholders and the board will likely be a challenge for Simon, especially given the apparent cold shoulder to date," Thomas says. "One of General Growth's largest equity holders, (Pershing Square) who happens to be an activist investor, has recently indicated that the company is vastly undervalued -- placing its valuation significantly higher than the offer by Simon. It is also telling that the board has apparently not engaged in negotiations with Simon, presumably reflecting either a more optimistic view of the residual value of the equity or confidence in a better alternative plan."


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