Richard F. Mattern
Richard Mattern represents both public and private companies in a variety of corporate and securities law matters, helping clients achieve goals that support their overall strategic initiatives.
As primary corporate and securities counsel to several NYSE- and Nasdaq-listed companies, he has represented clients in transactions ranging from $10 million to $1.4 billion as well as securities offerings ranging from $4 million to $6 billion. He also counsels private companies on capital raising, mergers and acquisitions, and other corporate matters related to their business objectives.
Richard works within a range of industries, with a particular focus in medical device, real estate investment trust (REIT) and manufacturing. His practice includes:
- Mergers and acquisitions
- Corporate governance
- SEC regulatory reporting and compliance
- Corporate finance
Prior to joining Bass, Berry & Sims, Richard was a shareholder in the Memphis office of Baker, Donelson, Bearman, Caldwell & Berkowitz P.C.
Memberships
National Association of Real Estate Investment Trusts (NAREIT)
Tennessee Bar Association
American Bar Association — Business Law Section, Committee on Mergers & Acquisitions
American Health Law Association (AHLA)
Junior Achievement — Board of Directors (2015-2019)
The Children’s Museum of Memphis — Board of Directors (2017-2019)
Representative Experience
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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 ClearPoint Neuro, Inc. in its public offering of 2,127,660 shares with proceeds of $46,800,000.
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Representation of ClearPoint Neuro, Inc. in its public offering of 2,127,660 shares with proceeds of $46,800,000. B. Riley Securities acted as book-running manager and Lake Street Capital Markets, LLC acted as co-manager for the offering.
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We represented ClearPoint Neuro, Inc. (f/k/a MRI Interventions, Inc.), a global therapy-enabling platform company providing navigation and delivery to the brain, in its $17.5 million strategic investment from PTC Therapeutics, Inc. and Petrichor Healthcare Capital Management, with $10.0 million of notes funded by PTC and $7.5 million of notes funded by Petrichor. With the net proceeds from the sale of the notes to PTC and Petrichor, the ClearPoint Neuro intends to repay in full its existing secured indebtedness, and to fund product commercialization, internal research and development, and general corporate requirements. Additionally, we advised ClearPoint Neuro in the draw of $7.5 million additional proceeds from Petrichor in December 2020. ClearPoint Neuro intends to use net proceeds to continue funding global product commercialization, external strategic portfolio partnerships, and internal research and development efforts.
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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 the independent Special Committee of Strategic Storage Trust IV, Inc. (SST IV), in connection with a definitive agreement to merge SST IV and SmartStop Self Storage REIT, Inc., (SmartStop) in an all-stock transaction valued at $370 million
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Served as regulatory and deal counsel to BioPlus, a leading national specialty pharmacy, and ProHealth Pharmacy Solutions, a significant provider of infusion pharmacy management services in their sale to CarepathRx a platform company formed by Nautic Partners
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Publications
Media Mentions & Firm News
Accolades
The M&A Advisor — Emerging Leader, Legal Advisor Category (2018)
Best Lawyers® — Memphis Securities/Capital Markets Law “Lawyer of the Year” (2020)
The Best Lawyers in America© — Securities/Capital Markets Law; Securities Regulation (2019-2022)
Memphis Business Journal “Best of the Bar” — Private Firm, Large (2019 finalist)
Previous Experience
Securities Offerings
- Represented public medical device manufacturer in connection with a $20 million initial public offering.
- Represented public medical device manufacturer in connection with a $4 million private note offering.
- Represented public medical device manufacturer in connection with a $10 million private placement of common stock and warrants.
- Represented public medical device manufacturer in connection with a $5 million private placement of common stock and warrants.
- Represented public multi-family apartment REIT in connection with multiple continuous equity offerings of up to $1.5 billion, in the aggregate, of common stock.
- Represented international event company in connection with $7.5 million secured credit facility.
- Represented public multi-family apartment REIT in connection with public debt offerings of $350 million, $400 million and $400 million, respectively.
- Represented diversified industrial company in connection with a $300 million 144A private placement of high yield senior notes.
- Represented international event company in connection with a $5 million private placement of senior secured notes and preferred stock.
- Represented public national bank holding company in connection with the offering of subordinated debt and bank notes in excess of $6 billion.
- Represented public company in two $5 million private placements of public equity.
M&A Transactions
- Represented public medical device manufacturer in connection with a $35 million strategic acquisition.
- Represented public medical device manufacturer in connection with a sale of a division.
- Represented public medical device manufacturer in connection with a sale of certain intellectual property.
- Represented public multi-family apartment REIT in connection with an $8.6 billion merger transaction on Form S-4.
- Represented public, non-traded self-storage REIT in connection with $1.4 billion cash-out merger.
- Represented public, non-traded office and industrial REIT in connection with a $600 million merger transaction on Form S-4.
- Represented public luxury goods retailer on Tennessee corporate law matters in connection with cash-out merger.
- Represented public national bank holding company in $300 million divestiture of mortgage division.
- Represented public national bank holding company in $450 million divestiture of credit card processing subsidiary.
- Represented public national bank holding company in connection with an $11 million merger transaction on Form S-4.
