Lori Morgan’s practice focuses on public equity and debt offerings for corporate issuers (including real estate investment trusts), formation and operation of joint ventures, and mergers and acquisitions of both public and private acquirors and targets. She also counsels clients on general corporate and securities matters, including corporate governance and public company disclosure. Lori’s recent transactions include a public company REIT conversion transaction, a public company sale with an active go-shop process with multiple bidders and underwritten equity and debt offerings for both issuers and underwriters.
Representation of Ryman Hospitality Properties, Inc. (NYSE: RHP) in various refinancing transactions in September and October 2019, which successfully refinanced almost $2 billion in indebtedness. Refinancing transactions for Ryman included:
• The private placement of $500 million aggregate principal amount of 4.750% senior notes due 2027.
• A tack-on private placement of an additional $200 million aggregate principal amount of 4.750% senior notes due 2027.
• A tender offer for Ryman’s outstanding $350 million 5.00% senior notes due 2021 and a redemption of such notes not tendered.
• The extension of the maturity dates of Ryman’s existing $700 million revolving credit and $200 million term loan A to March 31, 2024, and March 31, 2025, respectively, the increase of the $200 million term loan A to $300 million, and the increase of the accordion feature under Ryman’s credit agreement from $500 million to $600 million.
Represented i3 Verticals, Inc. in its initial public offering (IPO) of of 7,647,500 shares of Class A common stock for a total net proceeds of $92.5 million.
Represented Gladstone Land Corporation in its public offering of common stock
Represented Gladstone Capital Corporation in its public offering of 1,800,000 shares of preferred stock
Represented Gladstone Commercial Corporation in its public offering of common stock
Represented Gladstone Investment in its public offering of common stock
Represented Gladstone Capital Corporation in its at-the-market program offering
Represented Gladstone Land in its at-the-market program offering
Represented Gladstone Land in its March 2017 common stock offering
Represented Pinnacle Financial Partners, Inc. (NASDAQ: PNFP) in its merger with BNC Bancorp (NASDAQ: BNCN)
The Best Lawyers in America© — Corporate Governance Law; Mergers and Acquisitions Law; Securities/Capital Markets Law (2016-2020)
Best Lawyers® — Nashville Corporate Governance Law “Lawyer of the Year” (2018)
Phi Beta Kappa
Harvard International Law Journal — Editor-in-Chief (1993-1994)