Bass, Berry & Sims is nationally known for its extensive experience in securities transactions, and is principal securities counsel to more than 35 public companies. In past five years alone, the firm has served as legal advisor to issuers or underwriters on more than 80 public offerings of debt and equity securities and Rule 144A offerings valued at $24.6 billion. By leveraging both the experience of our attorneys and the strength of our national platform, our capital markets attorneys regularly advise issuers and investment banks on significant equity and debt offerings. We are particularly adept at helping clients access the capital markets and completing transactions quickly and efficiently.
We represent clients in various types of debt and equity financings, including:
- Initial public offerings (IPOs)
- Follow-on public offerings of common and preferred stock
- Public offerings of debt securities, including medium-term notes
- Rule 144A offerings
- Institutional private placements, including PIPE (private investment in public equity) transactions
- Real estate investment trust (REIT) joint ventures, conversion transactions and securitization transactions
We work with clients across a wide range of industries, including the following industry sectors:
- Business development companies (BDCs)
- Financial services
- Food and beverage
- Media and telecommunications
- Specialty pharmacy
Special Purpose Acquisition Companies (SPACS)
Growing in popularity as a financial vehicle, SPACs (i.e., blank check companies) are formed to use their IPO proceeds to acquire a private company via merger, share exchange, asset acquisition, reorganization or similar business combination within a specific timeframe. This structure essentially creates another mechanism through which a private company can go public, along with a traditional firm commitment underwritten offerings, and direct listings. Attorneys across our M&A, public company, private equity, capital markets and tax practices work together seamlessly to advise companies through the full life cycle of a SPAC (and subsequent de-SPAC) process, including any SEC-related guidance and disclosures unique to the structures. Bass, Berry & Sims has provided representation to SPAC sponsors considering an IPO as well as operating companies in de-SPAC transactions that are not yet publicly disclosed. Our sophisticated securities and M&A capabilities provide us a unique advantage to deliver both the judgment and technical expertise to assist clients in all facets of the de-SPAC process, including term sheet negotiations, board representations, merger agreement negotiations, PIPE investor meetings, SEC disclosures and approval, as well as post-merger life as a public company.