Kevin H. Douglas

Member

Nashville

(615) 742-7767

kdouglas@bassberry.com

https://www.bassberry.com/professionals/douglas-kevin-h/

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Kevin Douglas is the Chair of the firm’s Corporate & Securities Practice Group. He has deep experience representing public companies on corporate and securities laws related matters, including companies within the healthcare industry. Kevin’s public company practice focuses on corporate governance matters, securities laws compliance, mergers and acquisitions, corporate finance and shareholder activism. His representative experience has ranged from providing SEC disclosure advice to the audit committee of a Fortune 100 company to representing an NYSE-listed company in connection with its $4.3 billion acquisition by another public company to representing another NYSE-listed company in connection with its issuance of $2.2 billion in senior notes. Kevin has also represented private companies in a wide variety of mergers and acquisition matters.

Kevin represents public companies, private equity-backed companies and other private companies. His broad corporate practice involves:

Mergers & Acquisitions – Representing public and private companies in connection with mergers and acquisitions.
Corporate Finance – Advising clients in connection with public offerings, Rule 144A offerings, private placements and venture capital investments.
Securities Laws Compliance – Advising public company clients in connection with the preparation of Form 10-Ks, 10-Qs, 8-Ks, proxy statements and earnings releases.
Corporate Governance – Providing clients with advice related to compliance with the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act and other federal securities laws requirements; compliance with stock exchange corporate governance listing standards, committee charters and corporate governance guidelines, board and committee composition issues, internal control and disclosure control matters, Regulation FD, insider trading policies and 10b5-1 trading plans.
Shareholder Activism – Assisting with shareholder rights plans, proxy access bylaws, contested director elections, classified boards, advance notice bylaws, Rule 14a-8 shareholder proposals, ISS and other proxy advisory firm-related matters, and Section 13 of the Securities Exchange Act and standstill agreements.
Executive Compensation – Advising on executive compensation disclosure requirements applicable to public companies and related topics.

Kevin is the co-editor of the firm’s Securities Law Exchange blog, where he provides commentary on a variety of corporate and securities law issues.

Prior to joining the firm, Kevin practiced at Latham & Watkins in Washington, D.C. and Sherrard & Roe, PLC in Nashville.

Featured Experience

Disclosure Counsel for Audit Committee of Board of Directors of Bank of America

Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC

We were engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors...

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Client Type: Public Company

Memberships

American Bar Association

American Health Lawyers Association (AHLA)

Representative Experience

Disclosure Counsel for Audit Committee of Board of Directors of Bank of America

Engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors of Bank of America pursuant to a settlement order entered into by Bank of America and the SEC

We were engaged in 2010 to serve as independent disclosure counsel to the Audit Committee of the Board of Directors...

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Client Type: Public Company

Pace Payment Systems Sold to i3 Verticals

Represented Pace Payment Systems, Inc. in its sale to i3 Verticals, Inc. for $52.7 million

We represented Pace Payment Systems, Inc. in its sale to i3 Verticals, Inc. for $52.7 million, plus an earnout payment...

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Client Type: Private Company
Engility Holdings Merges with SAIC for $2.5 Billion

Engility Holdings Merges with SAIC for $2.5 Billion

We represented Engility Holdings (NYSE: EGL) in its merger with Science Applications International Corp. (NYSE: SAIC) in which SAIC acquired...

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Client Type: Public Company
Addus HomeCare August 2018 Common Stock Offering

Addus Homecare August 2018 Common Stock Offering

We represented Addus HomeCare Corporation (Nasdaq: ADUS) in its public offering of 2,100,000 shares of common stock for net proceeds...

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Client Type: Public Company
i3 Verticals, Inc. 2018 Initial Public Offering

Represented i3 Verticals, Inc. in its initial public offering (IPO) of of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.

We represented i3 Verticals, Inc. in its initial public offering (IPO) of 7,647,500 shares of Class A common stock for...

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Client Type: Public Company
Change Healthcare Acquires National Decision Support Company

Represented Change Healthcare in its acquisition of National Decision Support Company

We represented Change Healthcare in its acquisition of National Decision Support Company (NDSC), a leader in cloud-based solutions that delivers...

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Client Type: Private Company
CenseoHealth Sold to New Mountain Capital

Represented CenseoHealth in its sale to New Mountain Capital

We represented CenseoHealth in its sale to New Mountain Capital. The transaction closed in December 2017 and terms of the...

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Client Type: Private Company
CHS Completes $900 Million Senior Secured Notes Tack-on Offering

Represented CHS in its $900 million secured notes tack-on offering

We represented Community Health Systems, Inc. (NYSE: CYH) in its tack-on offering of $900 million aggregate principal amount of 6.250%...

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Client Type: Public Company
CHS Completes March 2017 Notes Offering

Represented CHS in its $2.2 billion secured notes offering

We represented Community Health Systems, Inc. (NYSE: CYH) in its offering of $2.2 billion aggregate principal amount of 6.250% Senior...

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Client Type: Public Company
CLARCOR Acquired by Parker Hannifin Corporation

Represented CLARCOR Inc. (NYSE: CLC) in its acquisition by Parker Hannifin Corporation (NYSE: PH) for approximately $4.3 billion in cash

We represented CLARCOR Inc. (NYSE: CLC) in its acquisition by Parker Hannifin Corporation (NYSE: PH) for approximately $4.3 billion in...

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Client Type: Public Company
HealthStream Acquires Doctor Credentialing Provider

Represented HealthStream (NASDAQ: HSTM) in its acquisition of Morrisey Associates for $48 million cash

We represented HealthStream (NASDAQ: HSTM) in its acquisition of Morrisey Associates for $48 million cash. Morrisey's products look to automate...

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Client Type: Public Company

Publications

Navigating the Maze: Which SEC Rules Apply to Your Non-GAAP Financial Measure Disclosures

October 24, 2019
Revisiting Advance Notice Provisions and Proxy Access

August 12, 2019
Does Your Acquisition Agreement Trigger a Form 8-K?

July 1, 2019

Past Events

Corporate & Securities Counsel Public Company Forum

December 12, 2019 | Nashville, Tennessee
Bass, Berry & Sims
Key Insights into Financial Reporting Considerations: MD&A, Earnings Releases & Regulation FD

July 18, 2019 | Webinar
Securities Law Exchange: Public Company Webinar Series
Corporate Governance Communications Strategies for Shareholder Engagement

August 20, 2015 | Nashville, Tennessee
Proxy Statement Interactive Seminar

Media Mentions & Firm News

Bass, Berry & Sims Announced as Winner in Two Categories at the 18th Annual M&A Advisor Awards

December 3, 2019
Attorney Spotlight: Kevin Douglas

October 1, 2019

Accolades

IFLR1000 — Notable Practitioner

Vanderbilt Law Review — Member (1996-1998)

Education

Vanderbilt Law School - J.D., 1998

Order of the Coif
University of Virginia - B.A., 1995

Admissions

District of Columbia, 2000
Tennessee, 1998

Securities Law Exchange Blog

Featuring commentary and practical insight on SEC updates for publicly traded companies. Visit Now