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 J. Alexander’s Holdings, Inc. (NYSE: JAX), owner and operator of J. Alexander’s Restaurant, Redlands Grill, Stoney River Steakhouse and Grill and selected other restaurants, in its $220 million all cash sale to SPB Hospitality LLC, a leading operator and franchisor of full-service dining restaurants.
Since J. Alexander’s first opened in 1991, Bass, Berry & Sims has served as primary corporate and securities counsel to the company for more than 30 years. Additional details about the transaction can be found in the official news release.
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.
Representation of Louisiana-Pacific Corporation in its offering of $350,000,000 of 3.625% senior notes due 2029.
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.
We represented Tractor Supply Company in its public offering of $650 million of 1.750% Senior Notes due 2030. Underwriters included Goldman Sachs & Co. LLC, Wells Fargo Securities, LLC and Regions Securities LLC.
Representation of Gladstone Land Corporation in its underwritten offering of 1,897,500 shares of common stock for net proceeds of approximately $26.1 million. Janney Montgomery Scott LLC acted as lead book-running manager; B. Riley Securities and Ladenburg Thalmann & Co. Inc. acted as co-book running managers; and Aegis Capital Corp., Kingswood Capital Markets, division of Benchmark Investments, Inc., Maxim Group LLC, National Securities Corporation, a wholly owned subsidiary of National Holdings Corporation (NasdaqCM: NHLD), and Wedbush Securities Inc. served as co-managers.
Representation of Heritage Global Inc. (Nasdaq: HGBL), an asset services company specializing in financial and industrial assets, in its public offering of 5,462,500 shares of common stock with proceeds of $9,559,375. The underwriters included Lake Street Capital Markets, LLC and Colliers Securities, LLC.
Representation of Pinnacle Financial Partners(NASDAQ: PNFP) in its $225 Million offering of Series B Non-Cumulative Perpetual Preferred Stock depositary shares
Represented of Ryman Hospitality Properties, Inc. (NYSE: RHP) in various refinancing transactions in September and October 2019, which successfully refinanced almost $2 billion in indebtedness
Represented Ryman Hospitality Properties, Inc. in connection with the refinancing of its Gaylord Rockies joint venture’s existing construction and mezzanine loans relating to the new Gaylord Rockies Resort & Convention Center in Aurora, Colorado
The Best Lawyers in America© — Corporate Governance Law; Mergers and Acquisitions Law; Securities/Capital Markets Law (2016-2022)
Best Lawyers® — Nashville Corporate Governance Law “Lawyer of the Year” (2018)
Phi Beta Kappa
Harvard International Law Journal — Editor-in-Chief (1993-1994)