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Attorney Spotlight

Learn about Richard Arnholt's diverse government contracts practice and why he chose to pursue a career in the legal field. Read more>

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Experience

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Experience Spotlight

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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Thought Leadership

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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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Government Contractor Mergers & Acquisitions

Our Government Contracts Transactions Practice Group provides clients with advice across the entire range of the firm's practice areas in guiding government contractors through complex corporate transactions, including mergers, acquisitions, dispositions, recapitalizations, reorganizations, joint ventures and other.

We seamlessly blend government contracts knowledge with practical business sense to help get the deal done. Our team is intimately familiar with the full spectrum of government contractor transactional issues, ranging from novation and name change requirements; small business size and affiliation standards; foreign ownership control or influence (FOCI); performance issues; pending claims, investigations, audits and disclosures; cost accounting implications; intellectual property and technical data rights and ownership; organizational conflicts of interest; facility and personnel security clearances; export controls; and ethics and compliance concerns.

Our specific capabilities include:

  • Industry-Specific Due Diligence — Identifying and analyzing risks associated with specific government contract types, compliance obligations and other matters that could impact the proposed transaction (including pre-sale, self-due diligence).
  • Structuring Transactions — Analyzing regulatory, accounting and tax implications of alternative transaction structures (e.g., stock, asset, merger, conversion, etc.), as well as addressing issues related to the disposition of business lines, divisions and subsidiaries.
  • Negotiating Transaction Documents — Negotiating provisions unique to government contractor acquisitions, indemnification obligations and drafting deal-specific ancillary agreements (e.g., novation package, subcontract pending novation, etc.).
  • Coordination with Regulatory Agencies — Assisting in drafting required notices and filings with the Defense Security Service (DSS), Committee on Foreign Investment in the United States (CFIUS), Department of State Directorate of Defense Trade Controls (DDTC) and Defense Contract Management Agency (DCMA).
  • Post-Closing Integration — Working with clients on post-closing obligations and rights, including required contract and small business re-representation notices, as well as remediating identified risks discovered as part of due diligence.

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