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How did Mike DeAgro's experience co-founding a nonprofit advocacy organization lead to a career in the legal field? Find out more>


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Envision to Sell to KKR for $9.9 Billion

We represented Envision Healthcare Corporation (NYSE: EVHC) in its definitive agreement to sell to KKR in an all-cash transaction for $9.9 billion, including debt. KKR will pay $46 per Envision share in cash to buy the company, marking a 32 percent premium to the company's volume-weighted average share price from November 1, when Envision announced it was considering its options. The transaction is expected to close the fourth quarter of 2018. Read more

Envision Healthcare

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Six Things to Know Before Buying a Physician Practice spotlight

Dermatology, ophthalmology, radiology, urology…the list goes on. Yet, in any physician practice management transaction, there are six key considerations that apply and, if not carefully managed, can derail a transaction. Download the 6 Things to Know Before Buying a Physician Practice to keep your physician practice management transactions on track.

Click here to download the guide.

Kris Kemp Discusses Rep and Warranties Insurance in M&A Transactions

Nashville Business Journal


January 31, 2018

In an article published online by the Nashville Business Journal, Bass, Berry & Sims attorney Kris Kemp provided insight on the most significant trend affecting mergers and acquisitions: representations and warranties insurance (RWI). RWI is being used to fund indemnification obligations that were historically only funded by the seller. Valuation multiples are at an all-time high, rendering favorable legal terms for sellers like lower escrows and indemnification limitations. "This pro-seller environment is forcing buyers to look to alternative funding sources in the event that otherwise indemnifiable losses arise after a transaction is completed," explained Kris. 

Private equity transactions have played a role in the rise of RWI, as transferring risk to the insurance carrier avoids post-closing conflicts as the company is operated. Private equity funds that sell their portfolio also benefit because RWI enables the funds to distribute sales proceeds to investors quickly because that money is not tied up in escrow. 

RWI is also having a significant impact on the healthcare market. "Insurance carriers have now created underwriting teams exclusively focused on health care transactions, permitting them to offer health care coverage riders at reasonable premiums," noted Kris. 

If pursuing a claim against an insurance carrier is no more difficult than an indemnification claim against a seller, then M&A players should expect to see RWI used, or at least brought up, in the majority of M&A transactions.

The full article, "New M&A Trend: More Reps and Warranties Insurance," was published online by the Nashville Business Journal on January 26, 2018, and is available online.

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