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Experience Spotlight

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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Thought Leadership Spotlight

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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Todd R. Overman

Member

Todd R. Overman

Member

Washington, D.C.
(202) 827-2975 TEL
(202) 403-3819 FAX
Washington, D.C.
(202) 827-2975 TEL
(202) 403-3819 FAX

Todd Overman joined Bass, Berry & Sims' Washington, D.C. office in February 2014, and is chair of the firm's Government Contracts practice. Todd has more than a decade of experience advising companies on the unique aspects of doing business with the federal government. Since 2010, he has been involved in more than 45 transactions involving the purchase or sale of a government contractor. Todd has particular experience in structuring transactions and corporate reorganizations to ensure compliance with the Anti-Assignment Act, as well as navigating the rules impacting the acquisition of small businesses. He also has significant experience in advising on issues that may arise during the sale of government contractors to foreign-owned businesses, including national security reviews under Exon-Florio by the Committee on Foreign Investment in the United States (CFIUS) and foreign ownership, control or influence (FOCI) mitigation by the Defense Security Service.

Todd Overman joined Bass, Berry & Sims' Washington, D.C. office in February 2014, and is chair of the firm's Government Contracts practice. Todd has more than a decade of experience advising companies on the unique aspects of doing business with the federal government. Since 2010, he has been involved in more than 45 transactions involving the purchase or sale of a government contractor. Todd has particular experience in structuring transactions and corporate reorganizations to ensure compliance with the Anti-Assignment Act, as well as navigating the rules impacting the acquisition of small businesses. He also has significant experience in advising on issues that may arise during the sale of government contractors to foreign-owned businesses, including national security reviews under Exon-Florio by the Committee on Foreign Investment in the United States (CFIUS) and foreign ownership, control or influence (FOCI) mitigation by the Defense Security Service.

Todd's practice includes a combination of regulatory and compliance advice, transactional issues, and litigation and dispute resolution:

  • Regulatory & Compliance — Counseling government contractors on corporate compliance and ethics programs, General Services Administration (GSA) and Veterans Affairs (VA) Federal Supply Schedule programs, and advising on intellectual property and data rights issues.
  • Transactional — 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 in connection with the pursuit or performance of federal or state contracts.
  • Litigation & Dispute Resolution — Litigating and mediating claims, bid protests, and size protests before the Armed Services and Civilian Boards of Contract Appeals, the U.S. Court of Federal Claims, the Government Accountability Office, and the Small Business Administration's (SBA) Office of Hearings and Appeals.

Todd also has extensive experience counseling clients on SBA's size and affiliation rules, as well as helping companies obtain assistance through the Small Business Innovation Research (SBIR), 8(a) Business Development, Women-Owned Small Business (WOSB), and Service Disabled Veteran Owned (SDVO) programs.

Prior to joining Bass, Berry & Sims, Todd was a partner at Hogan Lovells US LLP, and prior to entering private practice, served as a law clerk for The Honorable Loren A. Smith of the U.S. Court of Federal Claims.

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Memberships

American Bar Association — Section of Public Contract Law, Commercial Products & Services Committee, Vice-Chair; Mergers & Acquisitions Committee, Vice-Chair; and Small Business & Other Socioeconomic Programs Committee, Co-Chair (2010-15)

Vanderbilt Law School — Board of Advisors, Member Emeritus

Mclean Little League — Board Member

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Representative Experience

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Additional Experience

Previous Experience:

  • Advised a government services subsidiary of a NYSE-listed company in its acquisition of a provider of advanced information solutions and services to U.S. defense and federal health clients.
  • Advised a U.K. engineering support services company in the sale of its U.S. defense business to a private investment fund for $99 million.
  • Represented a NYSE-listed global information technology (IT) consulting, services and outsourcing company in the disposition of its Federal division to a government IT services provider, which included managing multiple post-closing novation and assignment issues.
  • Successfully challenged several actions of the Defense Logistics Agency that, if left unchecked, would have allowed a key competitor to replace a small business client as the Defense Department's primary supplier of a particular item. After the agency awarded the contract to a direct competitor, we protested at the Government Accountability Office on the basis that the competitor was unqualified and that the agency overlooked its prior performance issues. After quashing the agency's efforts to dismiss the protest, the agency decided to take corrective action, terminating the award to the competitor and eventually cancelling the procurement, resulting in the small business contractor's retention of its position as the agency's primary supplier of the item at issue.
  • Successfully protested the Navy's award of a $100 million task order for IT support services. Based on inconsistencies gleaned from the company's debriefing, we filed a protest at the Government Accountability Office challenging the contract award. After defeating the Navy's motion to dismiss, we identified additional defects in the procurement and ultimately forced the agency to take corrective action and give the company another opportunity to secure the contract.

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Past Events

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Media Mentions

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Additional Thought Leadership

Recent Presentations:

  • Presenter, "SBA Final Rule Changes that Small Research and Technology Businesses Need to Know," ABA Webinar (July 18, 2013)
  • Moderator, "The Future of Small Business Programs," ABA Section of Public Contract Law, 19th Annual Federal Procurement Institute (March 15, 2013)
  • Presenter, "Implementing the Most Contentious Mandatory Flowdown Provisions: From Data Rights to Defective Pricing," American Conference Institute's Industry Forum on Government Subcontracting Management, Compliance and Enforcement (October 1, 2012)

Accolades

The Legal 500 United States 2016 — M&A/Corporate and Commercial for M&A: Middle-Market (sub-$500m)

Washington, D.C. Super Lawyers  (2017), "Rising Star" (2013-2015)

Vanderbilt Law Review — Managing Editor

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