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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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FTC Announces Revised HSR Thresholds for 2012

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January 27, 2012

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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