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Successful tax-free pro rata spin-off of medical device company

Client Type: Publicly traded

A team of Hodgson Russ attorneys led by John J. Zak represented long-time client, Greatbatch, Inc. (NYSE: GB), in its successful tax-free pro rata spin-off of its subsidiary, QiG Group, LLC, which converted into Nuvectra Corporation prior to the completion of the spin-off. Nuvectra is a medical device company that is concentrated on the development and commercialization of its neurostimulation technology platform, and, in particular, its Algovita spinal cord stimulation system, for the treatment of various disorders through the stimulation of tissues associated with the nervous system. As part of the spin-off, Nuvectra received approval to list and to have its common stock traded on the NASDAQ Global Market under the symbol “NVTR.” Hodgson Russ advised on nearly every aspects of the separation of Nuvectra from Greatbatch and the corresponding distribution of the Nuvectra shares of common stock to Greatbatch’s stockholders, including the registration of Nuvectra with the Securities and Exchange Commission under the Securities Exchange Act of 1934, the listing of Nuvectra’s common stock on the NASDAQ Global Market, facilitating the negotiation of agreements between Nuvectra and Greatbatch to establish a framework for their post spin-off relationship; preparation of corporate governance policies and procedures for Nuvectra as a newly publicly-traded company and assisting in the separation of Greatbatch’s existing employee benefit programs and the establishment of new programs by Nuvectra.

The team of Hodgson Russ attorneys consisted of Craig M. Fischer (securities regulation and corporate compliance); Christofer C. Fattey (banking and finance); Terrence M. Gilbride and Elizabeth A. Holden (real estate); Arthur A. Marrapese, III, Ryan M. Murphy and Richard W. Kaiser (employee benefits); Peter C. Godfrey (labor and employment); Richard F. Campbell and Andrew D. Oppenheimer (business tax); and paralegal Courtney Scanlon.