Thursday, October 21, 2010

CBay files to sell shares in U.S., lists Franklin HQ

CBay Systems Holdings, whose subsidiaries acquired Franklin-based medical transcription services company Spheris Inc. in April, filed to sell shares in the United States for the first time.
CBay dubbed Franklin its principal executive offices and administrative headquarters for its U.S. operations in the regulatory filing of its plans to raise up to $115 million in an initial public offering of common stock in this country.

Executives with CBay, which has been based out of Annapolis, Md., couldn't be reached on Wednesday to explain the significance of using Spheris' former corporate address in the filing with the Securities and Exchange Commission.

The move could be a sign that CBay plans to build a corporate presence here or have only a few executives based out of Franklin, said Gary Brown, a securities attorney with law firm Baker, Donelson, Bearman, Caldwell & Berkowitz in Nashville.

"Tennessee is a fairly attractive place to relocate headquarters," he said,
citing companies such as Nissan and Louisiana Pacific that relocated here.

Shareholders to sell, too

Shares of CBay currently trade on the London Stock Exchange's AIM market. The company hopes to have its stock listed on the Nasdaq Global Market.

Offering proceeds will be used for working capital, for other general corporate purposes and for acquiring complementary businesses, CBay said. In addition to the company, certain shareholders will sell shares in the IPO. Jefferies & Co., Lazard Capital Markets, Macquarie Capital and RBC Capital Markets are listed as IPO underwriters.

MedQuist of Mount Laurel, N.J., the largest U.S. medical transcription services provider by revenue, in which CBay has a 69.5 percent stake, acquired assets of Spheris' domestic operations out of bankruptcy. Another subsidiary of CBay acquired Spheris' non-bankrupt India operations.

In its filing with the SEC this week, CBay also said that just before the stock offering it would convert to a Delaware corporation from a British Virgin Islands company. Delaware is considered an attractive state in which to incorporate.

John E. Fitzgibbon Jr., publisher of investment website, considers CBay's planned stock sale as a public offering in the United States rather than an IPO because the company already trades on the London Stock Exchange.

Reach Getahn Ward at 615-726-5968 or

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