Corporate Finance

Baker Donelson's Corporate Finance practice is one of the most active and highly regarded in our region. Our corporate finance lawyers have served as counsel for issuers, underwriters, placement agents and investors in a full range of financial transactions. We have extensive experience in initial and secondary public offerings, 144A offerings, shelf registrations and takedowns, Regulation S and Regulation D private placements for public and private companies, debt offerings, registered exchange offers, equity linked securities, mezzanine finance and other capital raising transactions.

We are committed to understanding our clients' businesses so we can assist them in assessing various financing options and choose the ones that will best satisfy their business needs and complement their strategic objectives. Our corporate finance attorneys apply their legal and practical experience in structuring, negotiating and closing transactions in ways that maximize the goals of the Firm's clients. They regularly work with lawyers in other practice groups such as commercial lending, litigation and intellectual property, to incorporate their knowledge into the transactions.

Our corporate finance lawyers have extensive experience in SEC and other regulatory compliance matters that could affect a transaction, including the rules and processes of the National Association of Securities Dealers and of stock exchanges such as the New York Stock Exchange and the NASDAQ Stock Market, as well as the various state securities regulators. Members of our Group have served as general counsel to public companies and have acquired unique knowledge and insight as to the issues and concerns that affect public companies and their general counsel.

Representative Matters 

• Cement manufacturer – $17 million initial public offering 
• Medical Properties real estate investment trust – $127 million initial public offering 
• Agricultural products company – $64 million tender offer 
• Regional airline – $110 million senior convertible note offering 
• National bank – $5 billion bank note program 
• Personal automobile insurance company – $130 million follow-on offering 
• Regional airline – $271 million initial public offering 
• Internet company – $15 million common stock PIPE 
• Bank holding company – $400 million subordinated debt shelf registration takedown 
• Chemical manufacturing company – $90 million private placement of senior notes 
• Fabrics and home furnishings retailer – $110 million secured financing 
• Manufacturer – $200 million subordinated note offering 
• Internet company – Sale and license of image management system 
• Personal automobile insurance company – $170 million initial public offering 
• Mutual fund – $485 million registration statement/proxy statement 
• Bank holding company – $100 million subordinated debt shelf registration takedown 
• National bank – $250 million subordinated debt offering 
• Barge company – $65 million public tender offer for preferred ship mortgage bonds 
• Oil and gas company – $80 million senior credit arrangement 
• Oil and gas company – $120 million public exchange offer of debt for equity and debt 
• Pharmaceutical products manufacturer – $1.5 billion shelf registration 
• Banks – Formation of new banks in Clarksville, Nashville, Murfreesboro, Greeneville, Shelbyville, Cleveland, Franklin, Memphis and Lebanon, Tennessee: $5 – 11 million capital raises and secondary offerings 
• Retailer – $46 million secondary offering 
• Fund manager – $50 million private placement 
• Technology infrastructure company – $30 million private placement 
• Merchant banking fund – $50 million private placement 
• Telecommunications company – $150 million Regulation S private placement 
• Fund manager – $15 million private placement 
• Assisted living facility provider – $542 million private debt placement and restructuring 
• Pharmaceutical products manufacturer – $110 million shelf registration takedown 
• Internet product company – $72 million follow-on stock offering 
• Pharmaceutical products manufacturer – $165 million secondary offering (shelf) 
• Internet product company – $72 million initial public offering