Capital Markets

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).
  • Defense.
  • Energy.
  • Financial services.
  • Food and beverage.
  • Healthcare.
  • Hospitality.
  • Manufacturing.
  • Media and telecommunications.
  • REITs.
  • Retail.
  • 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.

  • Lead Counsel to POINT Biopharma Inc. in connection with its proposed SPAC business combination with Therapeutics Acquisition Corp. d/b/a Research Alliance Corp. I (Nasdaq: RACA), a special purpose acquisition company, sponsored by RA Capital Management.  Upon closing, the combined company will be named POINT Biopharma Global Inc. and is expected to be listed on Nasdaq under the ticker symbol “PNT”.

    We served as lead legal counsel to POINT Biopharma Inc., a late stage biopharmaceutical company dedicated to bringing the many...
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    Client Type: Private Company
  • 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.

    We represented NN, Inc. (NASDAQ: NNBR) in a new financing with J.P. Morgan, funds managed by Oaktree Capital Management, L.P., and...
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    Client Type: Public Company
  • Representation of Louisiana-Pacific Corporation in its offering of $350,000,000 of 3.625% senior notes due 2029.

    We represented Louisiana-Pacific Corporation in its offering of $350,000,000 of 3.625% senior notes due 2029. BofA Securities, Goldman Sachs and...
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    Client Type: Public Company
  • Representation of ClearPoint Neuro, Inc. in its public offering of 2,127,660 shares with proceeds of $46,800,000.

    We represented ClearPoint Neuro, Inc. in its public offering of 2,127,660 shares with proceeds of $46,800,000. B. Riley Securities acted...
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    Client Type: Public Company
  • 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.

     

    We represented ClearPoint Neuro, Inc. in its public offering of 2,127,660 shares with proceeds of $46,800,000. B. Riley Securities acted...
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    Client Type: Public Company
  • We represented Tractor Supply Company (Nasdaq: TSCO) in their agreement to acquire Orscheln Farm and Home, a family-owned farm and ranch retailer.

    We represented Tractor Supply Company (Nasdaq: TSCO), the largest rural lifestyle retailer in the United States, in their agreement to...
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    Client Type: Public Company
  • We represented Dean Solon, the founder of Shoals Technologies Group, Inc. (backed by Oaktree Capital), a leading solar-power components maker, in connection with Shoals’ initial public offering (IPO) of 88.5 million shares of Class A common stock for a total net proceeds of more than $2.2 billion. The shares began trading on the Nasdaq Global Market under the symbol “SHLS” on January 27, 2021. Bass Berry & Sims has represented Shoals since the 2016 recapitalization transaction with Oaktree Capital.

    We represented Dean Solon, the founder of Shoals Technologies Group, Inc. (backed by Oaktree Capital), a leading solar-power components maker,...
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    Client Type: Public Company
  • 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 Gladstone Land Corporation in its offering of 2,100,000 shares of its newly designated 5.00% Series D Cumulative Term...
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    Client Type: Public Company
  • 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.

    We represented ClearPoint Neuro, Inc. (f/k/a MRI Interventions, Inc.), a global therapy-enabling platform company providing navigation and delivery to the...
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    Client Type: Private Company
  • 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

    We represented the independent Special Committee of Strategic Storage Trust IV, Inc. (SST IV), in connection with a definitive agreement...
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    Client Type: Public Company
John R. Adgent
Associate
Shayan A. Ahmed
Associate
Taylor J. Ashley
Member
Dixon Babb
Associate
Scott W. Bell
Member
Nicholas M. Bessette
Associate
Courtney  L. Black
Associate
Kolby  A. Boyd
Associate
Al Bright, Jr.
Member
Laura R. Brothers
Member
Lauren  A. Brown
Associate
James H. Cheek, III
Member
Bo R. Cook
Associate
Elizabeth  A. Cook
Associate
David Cox
Member
J. Page Davidson
Member
K. Stewart Day
Associate
Kevin H. Douglas
Member
Kristin C. Dunavant
Counsel
R. Todd Ervin
Member
D. Lee Flaherty
Associate
John L. Fuller
Member
B. Riney Green
Member
Mary Lindsey Hannahan
Associate
Andrew Hard
Associate
Brad L. Hart
Member
Grant Hauss
Associate
S. Ryan Hoffman
Member
D. Scott Holley
Member
Michael J. Holley
Member
Tyler Huseman
Associate
J. James Jenkins, Jr.
Member
John Keny
Associate
Jay H. Knight
Member
Eric J. Knox
Member
Michael R. Kuffner
Member
Howard H. Lamar III
Member
Philip M. Lewis
Member
Vincent B. Lillegard
Associate
James R. Litzow
Associate
Mark Manner
Member
David W. Marshburn
Associate
George H. Masterson
Member
Richard F. Mattern
Member
R. Davis Mello
Member
Lori B. Morgan
Member
Jennifer H. Noonan
Member
Andrea N. Orr
Member
J. Allen Overby
Member
Janice Parmar
Senior Healthcare Attorney
Tatjana Paterno
Member
Sarah M. Pelham
Associate
Frank M. Pellegrino
Member
Whitney Robinson
Associate
Grant Sharp
Associate
Sehrish Siddiqui
Member
Susan V. Sidwell
Member
Brian L. Sims
Member
Greg Stevens
Senior Counsel
W. Benjamin Tarpley
Associate
Ryan D. Thomas
Member
Sara Vance
Associate
David R. Venturella
Associate
Kurt Vincent
Associate
F. Mitchell Walker, Jr.
Member
Julie C. Walker
Senior Corporate Attorney
Leigh Walton
Member
Price W. Wilson
Member
Taylor K. Wirth
Associate