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In June 2016, AmSurg Corp. and Envision Healthcare Holdings, Inc. (Envision) announced they have signed a definitive merger agreement pursuant to which the companies will combine in an all-stock transaction. Upon completion of the merger, which is expected to be tax-free to the shareholders of both organizations, the combined company will be named Envision Healthcare Corporation and co-headquartered in Nashville, Tennessee and Greenwood Village, Colorado. The company's common stock is expected to trade on the New York Stock Exchange under the ticker symbol: EVHC. Bass, Berry & Sims served as lead counsel on the transaction, led by Jim Jenkins. Read more.

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Inside the FCA blogInside the FCA blog features ongoing updates related to the False Claims Act (FCA), including insight on the latest legal decisions, regulatory developments and FCA settlements. The blog provides timely updates for corporate boards, directors, compliance managers, general counsel and other parties interested in the organizational impact and legal developments stemming from issues potentially giving rise to FCA liability.

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Jason Northcutt

Member

Jason Northcutt

Member

Washington, D.C.
(202) 827-2981 TEL
(202) 380-0334 FAX
Washington, D.C.
(202) 827-2981 TEL
(202) 380-0334 FAX

Jason Northcutt joined Bass, Berry & Sims' Washington, D.C. office in February 2016. He has more than 16 years experience advising a wide variety of corporate and business clients and firms doing business with the federal government. In addition, Jason represents both private equity firms and companies in corporate transactions, having advised on matters totaling more than $2 billion in the last 10 years alone. He assists both publicly and privately held companies in structuring and managing complex transactions, as well as advises entrepreneurs on raising capital and in the development of creative and effective financing techniques.

Jason works with leaders in the government contracting, aerospace and defense, manufacturing, healthcare, life sciences, retail, information technology and business services industries.

His practice includes:

  • Mergers & Acquisitions – Advising public and private companies in connection with merger and acquisition transactions, and financing transactions (including offerings of debt and equity securities).
  • Private Equity – Advising private equity sponsors in deploying capital in control investments; counseling portfolio companies on debt and equity financings, corporate governance and executive compensation matters.
  • Government Contracts Transactions – Counseling buyers and sellers of government contractors in mergers, stock and asset acquisitions and dispositions, corporate reorganizations, joint ventures and securities offerings; and assisting clients in the negotiation of subcontracts, teaming agreements, joint ventures, and non-disclosure agreements.

Prior to joining Bass, Berry & Sims, Jason was a partner at Sheppard, Mullin, Richter & Hampton LLP.

Memberships

American Health Lawyers Association (AHLA)

News

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Publications

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Past Events

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Additional Thought Leadership

Articles:

  • "Mergers and Acquisitions in Cloud Computing" (co-authored chapter), Cloud Computing Legal Deskbook, 2013 Edition, Thomson Reuters Westlaw (2013)
  • "When You Sell Your Business Keep Your Advantage During the Process," Washington Technology (April 13, 2011)
  • "Recent Developments and Their Implications for M&A in 2008" (authored chapter) 2008 International Mergers & Acquisitions: Creating Value in an Increasingly Complex Corporate Environment, Financier Worldwide (2008)
  • "Traps for the Unwary in D&O Insurance Policies," Corporate Counsel's Monitor (April 15, 2005)

Speaking Engagements:

  • "Defense Aerospace Overview: Four Middle-Market Dealmakers Exchange Predictions About Marketplace," Private Equity Investing in Aerospace Companies (October 1, 2015)
  • Mergers & Acquisitions and Aerospace & Defense Forum (June 3, 2015)
  • "Briefing on Mergers and Acquisitions for Government Contractors," The Public Contracting Institute (September 7, 2011)
  • "Mergers & Acquisitions: Maximize Your Business Objectives — Unique Perspectives of the Government Contractor," L2 Federal Resources and The Public Contracting Institute (August 11, 2011)
  • "Executive Briefing on Mergers and Acquisitions: Lessons Learned," Public Contracting Institute (May 25, 2011)
  • "Current M&A Deal Dynamics: A Private Equity Look at the State of M&A in the Lower Middle Market Defense and Government Sector" (May 17, 2011)
  • "Legal and Business Issues in Leveraged Buyouts," Private Equity Symposium (April 2, 2010)

Representative Experience:

  • Representation of government contractor in sale of risk management and information security solutions division in a management buyout

  • Representation of private equity-backed logistics solutions company in add-on acquisition of case management and business process management leadership company

  • Representation of private equity-backed provider of total life cycle solutions to military, enforcement and first responder customers in sale to management in a management buyout

  • Representation of private equity fund in acquisition of industrial flexible hose manufacturing company

  • Representation of private equity fund in acquisition of optical design lens software company

  • Representation of not-for-profit health care company in sale of HMO and PPO to publicly-traded health insurance company 

  • Representation of private equity portfolio company in its acquisition of provider of remote sensing data capture and analysis

  • Representation of private equity fund in its recapitalization and restructuring of shipyard business

  • Representation of private equity sponsor in its growth equity investment in healthcare consulting company

  • Representation of private equity sponsor in its acquisition of IT consulting and cloud computing systems business

  • Representation of private equity portfolio company in its acquisition of commercial fire suppression business

  • Representation of private equity sponsor in its acquisition of fire prevention and suppression consulting and engineering business

  • Representation of government contractor in its creation of joint venture formed to operate a government-owned, contractor-operated facility

  • Representation of media solutions provider in its growth equity financing by venture capital fund

  • Representation of online tutoring marketplace business in its sale to online textbook rental company

  • Representation of Luitpold Pharmaceuticals in divestiture of abbreviated new drug application (ANDA) and associated assets relating to synthetic chemotherapeutic antibiotic drug

  • Representation of trust department of large financial institution in matters relating to fiduciary duties and administration and termination of trusts and estates

  • Representation of L-1 Identity Solutions in connection with disposition of Patriot, LLC

  • Representation of BIT Systems (a provider of signal processing and systems engineering technical assistance (SETA) services to the intelligence community) in its leveraged buyout by GTCR Golder Rauner

  • Representation of Arlington Capital Partners and its portfolio company, Chandler/May, in connection with add-on acquisition of developer of prototype unmanned aerial vehicles and systems

  • Representation of Chandler/May in connection with leveraged dividend recapitalization and sale to Lockheed Martin Corporation

  • Representation of L-1 Identity Solutions in disposition of contracts and all related assets

  • Representation of L-1 Identity Solutions in acquisition of McClendon for cash and stock

  • Representation of iDefense, a cyber intelligence firm, in acquisition by publicly traded Silicon Valley company 

  • Representation of Luitpold Pharmaceuticals in acquisition of Roxro Pharma, a late-stage specialty pharmaceutical company that developed Rx nasal spray for treatment of acute pain

  • Representation of C.B. Fleet in connection with the acquisition of all intellectual property, government permits and all other assets related to a development-stage product

  • Representation of C.B. Fleet in connection with sale of oral bowel evacuant product to Axcon Pharma 

  • Representation of private equity fund in acquisition and recapitalization of mobile wastewater and vapor treatment services company

  • Representation of private equity fund in control investment in retail shopping center development

  • Representation of Vectrix, a producer of zero-emission motorbikes, in connection with the sale of substantially all of its assets under Bankruptcy Code Section 363

  • Representation of Italian private equity fund in connection with its acquisition of certain intellectual property rights of manufacturer of heating products under Bankruptcy Code Section 363

  • Representation of DVD distributor in connection with purchase of inventory from debtor-in-possession under Bankruptcy Code Section 363

  • Representation of private equity fund in connection with acquisition of controlling stake in 240-unit apartment complex

  • Representation of strategic co-investor in connection with $10 million Series A financing of web-based luxury travel company

  • Representation of producer of defined-benefit plan administration software and services in connection with the sale of all of its capital stock to an Indian company

  • Representation of U.S. shareholders in connection with the creation of an Italian joint venture to export Italian wines and desserts to other European countries and the U.S.

  • Representation of luxury goods retailer in connection with issuance and sale of Class C Preferred Units to private equity fund

  • Representation of leading publicly-traded semi-conducter company in connection with $289 million sale of non-core businesses in the U.S. and multiple foreign jurisdictions

  • Representation of private equity sponsor in $125 million purchase of ethanol plant and $173 million senior secured credit facility

  • Representation of Latin-American based online auction site in sale of subsidiaries

  • Representation of REITs in refinancing and defeasing loans encumbering real property located in Maryland, Virginia and California

  • Representation of large REIT in connection with $30 million mortgage loan for acquisition financing of Club Quarters Hotel

  • Representation of private investment fund in $12.5M PIPE transaction and $54M equity line of credit transaction

  • Representation of closely held insurance agency in $20 million asset sale to publicly traded insurance brokerage

  • Representation of private equity sponsor in $85 million recapitalization of portfolio company, including senior secured, second lien and secured mezzanine financing

  • Representation of publicly registered BDC in $50 million asset sale

  • Representation of major financial services company in sale of its specialized asset management subsidiary to large European re-insurer

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