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The M&A Advisor Winner 2017The M&A Advisor announced the winners of the 16th Annual M&A Advisor Awards on Monday, November 13 at the 2017 M&A Advisor Awards. Bass, Berry & Sims was named a winner in the two categories related to the following deals:

M&A Deal of the Year (from $1B-$5B) – Acquisition of CLARCOR Inc. by Parker Hannifin Corporation

Corporate/Strategic Deal of the Year (over $1B) – Acquisition of BNC Bancorp by Pinnacle Financial Partners

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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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FTC Announces Revised HSR Thresholds for 2011

Publications

January 27, 2011

The Federal Trade Commission has announced revised threshold amounts for premerger notification under the Hart-Scott-Rodino Antitrust Improvements Act ("HSR Act"). Under the HSR Act, when a deal meets the "size of person" and "size of transaction" thresholds, and no exemption applies, the deal must be reported to the antitrust agencies and the parties must wait for a designated period of time before closing the transaction. The revised thresholds will take effect 30 days after publication in the Federal Register which we anticipate will occur in the next two weeks.

The revised thresholds are:

Size-of-Transaction Test: The $50 million (as adjusted) threshold used in the size-of-transaction test will increase from $66.0 million to $68.2 million.

Size-of-Persons Test: The $10 million (as adjusted) and $100 million (as adjusted) sales and assets thresholds used in the size-of-persons test will increase from $13.2 million to $13.6 million and from $126.9 million to $136.4 million, respectively. The $200 million (as adjusted) threshold, below which the size-of-persons test applies, will increase from $263.8 million to $272.8 million.

Greater Notification Thresholds: These thresholds, which apply to acquisitions of voting securities made within five years after expiration or termination of the waiting period from a previous HSR filing for an acquisition of voting securities from the same issuer, were revised as follows:

Previous Threshold
Revised Threshold
$131.9 million $136.4 million
$659.5 million $682.1 million
25% of voting securities if valued at greater than $1,319.0 million
25% of voting securities if valued at greater than $1,364.1 million
50% of voting securities if valued at greater than $66.0 million
50% of voting securities if valued at greater than $68.2 million
 
Filing Fees: Filing fee thresholds based upon the value of assets or voting securities being acquired will be revised as follows:
 
Value of Transaction  Filing Fee
$68.2 million to $136.4 million

(previously $66 million to $131.9 million)
$45,000
$136.4 million to $682.1 million

(previously $131.9 million to $659.5 million)
$125,000
$682.1 million or more

(previously $659.5 million or more)
$280,000

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