David W. Marshburn
David Marshburn counsels clients on corporate and securities issues including mergers and acquisitions, capital markets transactions, and securities regulations matters and filings.
Prior to joining Bass, Berry & Sims, David served as a law clerk with the U.S. Bankruptcy Court for the Western District of Tennessee. David earned his law degree from the University of Memphis Cecil C. Humphreys School of Law and an M.B.A. from the University of Memphis Fogelman College. He earned a B.A. in political science from the University of Alabama.
Memberships
American Health Law Association (AHLA)
Representative Experience
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Offering of $750,000,000 of 4.750% Senior Notes due 2032
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Representation of Strategic Storage Growth Trust II, Inc., a private REIT sponsored by an indirect subsidiary of SmartStop, in its sale to SmartStop Self Storage REIT, Inc., a self-managed and fully-integrated self storage company, for approximately $280 million.
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Representation of a founder owned WorkCompEDI and its affiliates, a leading EDI clearinghouse for the Property & Casualty market, in its sale to Data Dimensions, LLC, the leading provider of outsourced document handling and workflow solutions and portfolio company of Thompson Street Capital Partners. The merged companies will operate under the Data Dimensions brand and will leverage their respective strengths to become the premier technology services organization in the P&C industry.
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Representation of Gladstone Commercial Corporation in its offering of 4,000,000 shares of its newly designated 6.00% Series G Cumulative Redeemable Preferred Stock raising $100.0 million in gross proceeds and approximately $96.7 million in net proceeds after payment of underwriting discounts and commissions and estimated expenses of the offering. Stifel, Goldman Sachs & Co. LLC, B. Riley Securities and Baird acted as joint book-running managers of the offering, and Janney Montgomery Scott LLC, Ladenburg Thalmann, Colliers Securities LLC and Wedbush Securities served as co-managers of the offering.
Gladstone Commercial Corporation (Nasdaq: GOOD) is a real estate investment trust focused on acquiring, owning and operating net leased industrial and office properties across the United States.
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Representation of NN, Inc. (NASDAQ: NNBR) in a new financing with J.P. Morgan, funds managed by Oaktree Capital Management, L.P., and investment funds managed by Morgan Stanley Tactical Value providing a $50 million asset-based credit line (ABL), a 5.5-year $150 million term loan, and a $65 million preferred stock issuance, respectively. Proceeds from the transaction will be used to repay the current principal balance of $70 million on its term loans due in 2022, to redeem its current $100 million outstanding preferred stock, prior to the increase in redemption premium at March 31, 2021, and pay off its fixed interest rate swap of $14 million. The transaction enables the company to strengthen its balance sheet by extending its capital structure’s maturity at an attractive blended cost of capital, allowing the company financial flexibility to continue its current business transformation efforts.
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Representation of Gladstone Land Corporation in its offering of 2,100,000 shares of its newly designated 5.00% Series D Cumulative Term Preferred Stock with proceeds of $58,000,000.
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Representation of the University of Pittsburgh Medical Center (UPMC) in the spinoff and sale of the management services organization responsible for the operational and strategic management of Chartwell to CarepathRx, a platform company formed by Nautic Partners that offers pharmacy solutions to patients undergoing complicated medication therapies. Nautic will manage the UPMC pharmacy moving forward. Terms of the transaction were not disclosed.
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Representation of OptionOne, a specialty pharmacy providing home and alternate-site infusion therapies through a comprehensive clinical approach to patient care, in its sale to Amerita, Inc., a specialty infusion company focused on providing complex pharmaceutical products and clinical services to patients outside of the hospital. Terms of the transaction were not disclosed.