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In June 2017, Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) closed a $1.9 billion merger with BNC Bancorp (NASDAQ: BNCN) pursuant to which BNC merged with and into Pinnacle. With the completion of the transaction, Pinnacle becomes a Top 50 U.S. Bank. The merger will create a four state footprint concentrated in 12 of the largest urban markets in the Southeast. 

Bass, Berry & Sims has served Pinnacle as primary corporate and securities counsel for more than 15 years and served as counsel on the transaction. Our attorneys were involved in all aspects related to the agreement, including tax, employee benefits and litigation. 

Read more details about the transaction here.

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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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Tennessee Government Update

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November 9, 2016

It's the dawn of a new day in American politics. Defying polls and the expectations of political experts, Donald Trump was successful in his bid to become the 45th President of the United States of America. He will be in like-minded company (perhaps), as Republicans have retained control of the U.S. House of Representatives and the U.S. Senate.

The political landscape in Tennessee remains the same with the exception of the Tennessee House of Representatives. In the Tennessee House, the Republicans won two previously held Democratic seats. Michael Curcio (R) won the open seat in Dickson that long-term, retiring Democrat Rep. David Shepard held for years. Rep. Kevin Dunlap, a freshman Democrat from Rock Island, was defeated by Republican Paul Sherrell. The biggest surprise and upset was Rep. Steve McManus (R-Cordova) losing to Democrat Dwayne Thompson. Rep. McManus, who served as Chairman of the House Insurance and Banking Committee, lost by 373 votes. No one had this race on their radar – the latest polling had McManus up 10 points. Republicans will hold 74 seats in the 99 member House chamber.

The composition of the Tennessee Senate remains the same: 28-5 Republicans to Democrats. Rep. Jon Lundberg (R-Bristol) is the only new senator, having won retiring Lt. Gov. Ramsey's open seat. Both the House and Senate Republican leadership elections will take place on November 17. In these races, Senate Finance Chairman Randy McNally (R-Oak Ridge) is expected to become the new Lieutenant Governor of Tennessee. House Speaker Beth Harwell (R-Nashville) is facing a challenge from Rep. Jimmy Matlock (R-Lenoir City). Rep. Glen Casada (R-Franklin) and Rep. Mike Carter (R-Ooltewah) will be facing off for the open seat of House Majority Leader. Rep. Kevin Brooks (R-Cleveland) is currently running unopposed for House Republican Caucus Chair.

The Tennessee delegation to the U.S. House of Representatives also remains unchanged, with Republican David Kustoff, winner of a hard fought 13-way primary, replacing outgoing Republican U.S. Rep. Stephen Fincher. As expected, Tennessee gave its 11 electoral votes to Donald Trump.

The 110th General Assembly will convene on January 10, 2017. The announcement of committee assignments and chairmanships will follow.


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