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On December 1, 2016, Parker Hannifin Corporation and CLARCOR Inc. announced that the companies have entered into a definitive agreement under which Parker will acquire CLARCOR for approximately $4.3 billion in cash, including the assumption of net debt. The transaction has been unanimously approved by the board of directors of each company. Upon closing of the transaction, expected to be completed by or during the first quarter of Parker’s fiscal year 2018, CLARCOR will be combined with Parker’s Filtration Group to form a leading and diverse global filtration business. Bass, Berry & Sims has served CLARCOR as primary corporate and securities counsel for 10 years and served as lead counsel on this transaction. Read more here.

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Securities Law Exchange BlogSecurities Law Exchange blog offers insight on the latest legal and regulatory developments affecting publicly traded companies. It focuses on a wide variety of topics including regulation and reporting updates, public company advisory topics, IPO readiness and exchange updates including IPO announcements, M&A trends and deal news.

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Court of Appeals Interprets Tennessee's Current Deficiency Judgment Statute

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February 1, 2013

The ability to recover the full amount of a loan deficiency after foreclosure requires careful attention by lenders. The Tennessee Court of Appeals, in Greenbank v. Sterling Ventures, LLC, (Dec. 7, 2012), recently interpreted Tennessee's statute, adopted in 2010, governing deficiency judgments following a foreclosure sale. The statute provides borrowers a greater chance of minimizing the deficiency judgment than the prior law. The statute directs courts to use the foreclosure sale price in its deficiency determination, unless the borrower proves that the property sold for "materially less" than the property’s actual "fair market value." Prior to the 2010 amendment, borrowers had to prove that the sale price was "grossly inadequate" compared to the fair market value. If a borrower is successful, the court decides the fair market value to credit the indebtedness.

The Court decided there was no intent of the legislature to abandon the presumption that the sale price represents fair market value. Although the new statute is "more consumer friendly," the standard continues to require "a pretty substantial difference" between the foreclosure price and the fair market value. Additionally, "fair market value" under the statute was intended to reflect the property's condition on the sale date and the context of the sale. Thus, the type of appraisal and the conditions and terms of the sale are critical to the fair market value determination.

To maximize deficiency judgments and minimize legal proceedings: (a) appraisals should reflect liquidation value as of the date of foreclosure; (b) a lender should maintain a record of pre-foreclosure information relevant to the property's value, including any efforts to sell or market the property; and (c) a foreclosure/auction sale should be considered for certain properties. In planning its course of action, the terms of the appraisals should be carefully considered, as well as any additional variables that could affect the fair market value.


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