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J. Allen Overby

Member

Nashville

(615) 742-6211

aoverby@bassberry.com

https://www.bassberry.com/professionals/overby-j-allen/

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Allen Overby has counseled some of the nation’s most influential companies with respect to mergers and acquisitions, corporate governance, public company disclosure obligations, and a wide range of securities regulation matters. Allen’s practice focuses primarily on public companies and middle market M&A transactions between $50 million and $1 billion, with an emphasis on cross border mergers and acquisitions and other strategic transactions.

Allen has been recognized by Chambers USA and is “described by sources as a ‘tenacious negotiator’ and a practitioner who ‘sees the big picture.’ Additionally, clients highlight his astute commercial awareness and praise him for bringing a business perspective to transactions. His practice offers considerable experience in M&A, private equity and corporate governance matters.” (from Chambers USA 2018).

Mergers & Acquisitions/Cross-Border & Domestic – Representing public and private companies in connection with merger and acquisition transactions, and financing transactions (including offerings of debt and equity securities); Representing companies based in the U.S. and abroad in connection with cross-border mergers and acquisitions and strategic investments.
Corporate Governance & Public Company Disclosure – Advising public companies on corporate governance, fiduciary duties, securities law compliance, public company disclosure obligations, executive compensation and takeover defense matters.
Securities Regulation – Advising as independent counsel for regulatory and compliance matters. Representative matters include the Regulatory Audit of the New York Stock Exchange from 2005 to 2013 and serving as audit committee disclosure counsel to an NYSE listed global financial services company. As a former member of the staff of the Division of Enforcement at the U.S. Securities and Exchange Commission (SEC) in Washington, D.C., Allen also works closely with audit and special committees regarding a wide variety of issues.

Allen is a past member of the firm’s Executive Committee and the past chair of the Corporate & Securities Practice Group.

In addition to his law practice, Allen served as an adjunct professor at the Vanderbilt University Law School where he taught courses on mergers and acquisitions and the federal securities laws.

Memberships

American Health Law Association (AHLA)

Lex Mundi — Cross Border Transactions Group

Representative Experience

Helix Sleep Acquired by Cerberus, Forms Leading Mattress Platform

We represented Helix Sleep, Inc. (Helix) in its sale to Cerberus Capital Management, L.P. (Cerberus), a global leader in alternative investing.

We represented Helix Sleep, Inc. (Helix), a custom home furnishings and mattress company, in its sale to Cerberus Capital Management,...

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Brookdale Senior Living Completes Sale of 80 Percent Stake in Outpatient Therapy Division to HCA Healthcare

Representation of Brookdale Senior Living Inc. (NYSE: BKD) in its definitive agreement to sell 80 percent of Brookdale Health Care Services, the Brentwood-based company’s home health and outpatient therapy division, to HCA Healthcare (NYSE: HCA), one of the nation’s leading healthcare providers, in an all-cash transaction for $400 million

We represented Brookdale Senior Living Inc. (NYSE: BKD) in its sale of majority stake in its hospice, home health and...

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Client Type: Public Company
Gibson Announces Acquisition of Iconic Amplifier Brand Mesa/Boogie

We represented Gibson, the iconic American instrument brand, in its acquisition of Mesa/Boogie, one of the most prestigious brands in sound and guitar amplification. Centered on decades of professional experience and a true passion for sound, this historical transaction perfectly aligned with Gibson’s efforts to renew the iconic brand’s legacy and commitment to musicians around the world. The partnership was a natural collaboration of iconic American brands on a mutual quest of sound, quality and craftsmanship and to push the boundaries of how guitar sound is delivered and experienced. In addition, Mesa/Boogie founder Randy Smith will join Gibson as Master Designer and Mesa/Boogie amps will be available in Gibson’s Custom Shop for Amplifiers.

We represented Gibson, the iconic American instrument brand, in its acquisition of Mesa/Boogie, one of the most prestigious brands in...

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Client Type: Private Company
Wholesale, Inc. Sold to RumbleOn, Inc.

Represented Wholesale, LLC and Wholesale Express, LLC in its sale to RumbleOn, Inc (Nasdaq: RMBL) for $16 million in cash and 1,317,329 in shares of RumbleOn Series B Preferred Stock

We represented Wholesale, LLC. and Wholesale Express, LLC., an independent distributor of pre-owned vehicles in the US, in its sale...

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Client Type: Private Company
Quest Diagnostics Acquires Laboratory Service Operations of Marin General Hospital

Represented Quest Diagnostics in its acquisition of the Outreach Laboratory Service Operations of Marin General Hospital

We represented Quest Diagnostics (NYSE: DGX) in its acquisition of the outreach laboratory services operations of Marin General Hospital, a non-profit, full-service...

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Client Type: Public Company
Quest Diagnostics Acquires Provant Health

Represented Quest Diagnostics in its acquisition of Provant Health

We represented Quest Diagnostics (NYSE: DGX) in its acquisition of Provant Health, a health and wellness services provider. Terms of...

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Client Type: Public Company
Quest Diagnostics Acquires ReproSource

Represented Quest Diagnostics in its acquisition of ReproSource

We represented Quest Diagnostics (NYSE: DGX) in its acquisition of ReproSource, a Massachusetts-based provider of specialty fertility diagnostic services. Terms...

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Client Type: Public Company
Quest Diagnostics Acquires MedXM

Represented Quest Diagnostics in its acquisition of Mobile Medical Examination Service

We represented Quest Diagnostics (NYSE: DGX) in its acquisition of Mobile Medical Examination Service (MedXM), a leading national provider of...

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Client Type: Public Company
Quest Diagnostics Acquires Cleveland HeartLab, Formalizes R&D Collaboration

Represented Quest Diagnostics in its acquisition of Cleveland HeartLab

We represented Quest Diagnostics (NYSE: DGX) in its acquisition of Cleveland HeartLab. The acquisition combines the expertise of Cleveland HeartLab's...

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Client Type: Public Company
Quest Diagnostics Acquires California Laboratory Associates

Represented Quest Diagnostics in its acquisition of a California clinical lab network

We represented Quest Diagnostics in its acquisition of California Laboratory Associates, a clinical lab network serving patients and providers in...

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Client Type: Public Company

Publications

ABA Private Target Mergers & Acquisitions Deal Points Study Released

January 9, 2014

Past Events

Turbo-Charging The Inside-Outside Counsel Partnership

November 13, 2016 | Coral Gables, Florida
Consero Corporate General Counsel Forum
Compliance & Government Investigations Update

September 10, 2015 | Nashville, Tennessee
Bass, Berry & Sims
Audit Committee Oversight of Public Company Financial Reporting

September 30 - October 1, 2014

Media Mentions & Firm News

Accolades

Chambers USA — Corporate M&A (2008-2009, 2013-2022)

The Best Lawyers in America© — Corporate Governance Law; Corporate Law; Leveraged Buyouts and Private Equity Law; Mergers and Acquisitions Law; Securities Regulation (2007-2023)

Best Lawyers® — Nashville Securities Regulation “Lawyer of the Year” (2022, 2018, 2014); Nashville Corporate Governance Law “Lawyer of the Year” (2020); Nashville Leveraged Buyouts and Private Equity Law “Lawyer of the Year”(2019, 2017); Nashville Mergers and Acquisitions Law “Lawyer of the Year” (2012)

The Legal 500 United States 2016 — M&A/Corporate and Commercial for M&A: Middle-Market (sub-$500m)

IFLR1000 — Notable Practitioner (2019-2021)

Lawdragon “New Stars”

Mid-South Super Lawyers (2007-2008)

Mississippi Law Journal — Editorial Board Member (1987)

U.S. Securities and Exchange Commission — Former Senior Counsel

Education

Georgetown University - LL.M., 1993
University of Mississippi School of Law - J.D., 1987
Millsaps College - B.A., 1985

Admissions

Tennessee, 1997
Mississippi, 1988

Chambers USA

"Allen Overby maintains a strong standing in the market and advises on both public and private M&A transactions. 'Allen is a formidable lawyer. He does a very good job.'"

From Chambers USA 2022