Taylor K. Wirth
Taylor Wirth advises clients in a variety of corporate and securities law matters, including securities regulation, mergers and acquisitions, and corporate governance matters.
Taylor counsels public companies across a wide range of industries, including retail and consumer products, healthcare and REITs, and has represented issuers in a variety of securities transactions, including initial public offerings, secondary public offerings and at-the-market (ATM) offerings. He also regularly advises clients on other corporate and securities matters, including public company disclosure, Section 16 issues, insider trading and ESG (environmental, social and governance) matters.
Taylor’s private company work includes private offerings of securities, corporate governance matters, mergers and acquisitions, and large internal corporate reorganizations involving dozens of subsidiaries.
In addition to his corporate and securities practice, Taylor regularly assists pro bono and nonprofit clients through all stages of development and in connection with transformative transactions. Since 2018, Taylor has led multiple teams to success, with a particular focus on organizations that provide low-cost or no-cost healthcare services, and groups that further diversity, equity and inclusion efforts.
In 2020, Taylor was named by the National LGBT Bar Association as a “40 Best LGBTQ+ Lawyers Under 40.”
Featured Experience
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Representation of AutoZone, Inc. (NYSE: AZO) in a public offering of $600,000,000 of 1.650% Senior Notes due 2031.
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Represented Tivity Health, Inc. in its acquisition of Nutrisystem, Inc.
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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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Memberships
American Bar Association
American Health Law Association (AHLA)
LGBT Bar Association
Nashville LGBT Chamber of Commerce — Board of Directors, Secretary (2014-2020)
Nashville Civic Design Center — Board Intern, Young Leaders Council (2018-2019)
Representative Experience
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Representation of AutoZone, Inc. (NYSE: AZO) in a public offering of $600,000,000 of 1.650% Senior Notes due 2031.
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Represented Tivity Health, Inc. in its acquisition of Nutrisystem, Inc.
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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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Representation of Wayspring, formerly Axial Healthcare, in its $75 million investment from Valtruis, Centene Corporation, CareSource, HLM Venture Partners and other leading investors. Wayspring will use the capital to scale its value-based care solution, a full-risk medical home model for substance use disorder (SUD).
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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 Louisiana-Pacific Corporation in its offering of $350,000,000 of 3.625% senior notes due 2029.
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Representation of Complete Health Partners, a Pharos Capital portfolio company and physician-centric, professionally managed, technology-enabled primary care group, in its acquisition of Family Care Physicians, LLP is a Florida-based medical group practice specializing in family and geriatric medicine.
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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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Creation of the corporate structure for Mosaic Changemakers – our team helped the new organization obtain tax exempt nonprofit status and transfer the program to a new entity, and provided advice for formation and business practices
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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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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.
Publications
Past Events
Media Mentions & Firm News
Additional News & Insights
Publications:
- “The Fight for Marriage Equality Continues in Tennessee” (author), Unite Magazine (September 2014)
- “Uncertain Investing: ‘Bad Actors’ and Working Interests in Oil and Gas Properties” (author), Oil & Gas Financial Journal (March 14, 2014)
- “SEC Takes First Significant Steps Toward Crowdfunding” (author), Law Journal Newsletters (October 2013)
Presentation:
- “The SEC and Cybersecurity: Are Public Companies Cyber-Prepared,” Bridgeway Software Client Conference (October 2014)
Accolades
Leadership Council on Legal Diversity (LCLD) — Pathfinder (2021)
National LGBT Bar Association — 40 Best LGBTQ+ Lawyers Under 40 (2020)
Tennessee Supreme Court — Attorney for Justice (2021)
Mid-South Super Lawyers “Rising Star” (2018-2021)
Tennessee Law Review — Editor-in-Chief
Phi Beta Kappa National Honor Society
