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How does Jordana Nelson's prior experience as a general counsel inform her work with firm clients? Read more>


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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 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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