Susan V. Sidwell
Susan Sidwell represents businesses in a variety of capital raising endeavors, from WKSIs that frequently access the market to newly formed entities raising their initial capital. For more than 25 years, Susan has advised private companies on preparing to go public and public companies on ongoing SEC compliance, corporate governance issues and compliance with various stock exchanges. In addition, she helps clients with regulatory and fiduciary obligations in the context of strategic transactions such as mergers, going private transactions and tender offers. Susan applies her accounting background to assist clients with the technical side of securities work, guiding clients through complex SEC filings. Throughout her career she has worked with clients in a wide variety of industries, including healthcare, life sciences and biotechnology, real estate, insurance software, technology and others. Her practice includes:
- Capital Markets – Advising clients on registration statements for IPOs and secondary offerings, universal shelves, TIPs offerings, and ATM offerings; and private placements of securities, as well as on the filing requirements for mergers of public companies.
- Public Company Advisory – Counseling companies on a variety of public company issues such as corporate governance, fiduciary duties, shareholder proposals, ongoing SEC compliance and issues involving listings on the NYSE, NASDAQ and other exchanges.
- Executive Compensation – Representing clients on aspects of equity-based compensation arrangements, corporate governance relating to compensation and compensation committees, employment agreements, compensation issues in mergers and acquisitions, director compensation and retention and non-competition agreements; and advising on all issues relating to the disclosure of compensation arrangements under the federal securities laws, including under proxy, Section 16 and ’34 Act rules.
Prior to joining Bass, Berry & Sims, Susan was a shareholder at Harwell Howard Hyne Gabbert & Manner, P.C.
Memberships
Nashville Bar Association
Tennessee Bar Association
American Bar Association
American Health Law Association (AHLA)
Representative Experience
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Representation of Heritage Global Inc. (Nasdaq: HGBL), an asset services company specializing in financial and industrial assets, in its public offering of 5,462,500 shares of common stock with proceeds of $9,559,375. The underwriters included Lake Street Capital Markets, LLC and Colliers Securities, LLC.
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Representation of LucidHealth, a portfolio company of Excellere Partners, in its acquisition of Madison Radiologists
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We represented BioScrip, Inc. in its merger with Option Care Enterprises, Inc. The newly combined company, Option Care Health, Inc., emerges as the largest independent home and alternate site infusion services provider in the United States. Option Care Health’s common stock will be listed on the Nasdaq Global Select Market under the ticker symbol BIOS.
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Represented NN, Inc. (Nasdaq: NNBR) in its public offering of 14,375,000 shares of common stock
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Represented NN, Inc. (Nasdaq: NNBR) in its acquisition of Paragon Medical
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Represented infrastructure technology solutions provider in its sell to Data Blue
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Represented AmSurg Corp. (NASDAQ: AMSG) in its merger with Envision Healthcare Holdings, Inc. (NYSE: EVHC)
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Advised BioMimetic Therapeutics, Inc. in the sale of its orofacial therapeutic business to Luitpold Pharmaceuticals, Inc.
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Advised Central Parking Corporation in its going-private transaction for aggregate consideration of approximately $900 million
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Advised Juris Inc. in the sale of its law firm management software business to LexisNexis®, a division of Reed Elsevier
Publications
Media Mentions & Firm News
Accolades
The Best Lawyers in America© — Securities/Capital Markets (2013-2021)