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After finishing her first year as an associate at Bass, Berry & Sims, find out what advice Margaret Dodson offers to new attorneys. Read more>


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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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Blueprint for an IPO

Companies go public to raise capital to fuel growth, pay down debt and provide liquidity to shareholders. Although all issuers and offerings are different, the basic process of going public remains relatively constant. Blueprint for an IPO identifies the key players, details the process and identifies the obligations companies will face after going public.

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FTC Targets Healthcare M&A Again


November 19, 2014

Healthcare continues to be highly scrutinized by the antitrust enforcement agencies. The latest enforcement action involved the merger of two competing outpatient surgery center companies. On October 31, the Federal Trade Commission ("FTC") announced that it entered into a proposed settlement regarding its challenge of Surgery Partners' $792 million acquisition of Symbion. The proposed settlement requires Surgery Partners to divest its interest in the newly acquired Blue Springs Surgery Center in Orange City, Florida to an FTC-approved buyer within 60 days.

The antitrust enforcers consider multiple factors when evaluating a healthcare merger's potential impact on consumers, including the merged company's market share; the number of competitors in the market; and whether new competitors can or will enter the market. The FTC’s complaint alleged that the Surgery Partners-Symbion merger would combine the only two multi-specialty ambulatory surgery centers in Orange City, leaving only one meaningful alternative in the broader southwestern Volusia County area. The merging parties' agreement to divest the Blue Springs facility allows them to avoid litigating with the FTC.

This is not the FTC's first challenge of an outpatient surgical services acquisition. In 2012, a health system abandoned its proposed acquisition of Surgical Institute of Reading after the FTC filed an administrative complaint challenging the merger as anticompetitive. This latest case is further confirmation that healthcare companies contemplating an acquisition, merger, or other form of consolidation should fully consider the possible antitrust risks and consequences that the potential transaction may present.

A copy of the FTC's complaint may be obtained here.

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