Rob DelPriore is a shareholder in the Firm's Memphis office. He concentrates his practice in securities offerings and other corporate finance matters, mergers and acquisitions, and corporate governance and compliance matters with a particular emphasis on real estate capital markets transactions and real estate investment trusts (REITs).
Mr. DelPriore has extensive experience in both public and private offerings of equity and debt securities and other corporate finance matters, corporate governance and the representation of both public and private buyers and sellers in merger and acquisition transactions. His experience also includes the representation of early stage, pre-public and public companies on an on-going basis and in a variety of matters, including formation, financing, corporate governance and SEC reporting.
Recent Securities Offerings
- Issuer's counsel to a multi-family apartment real estate investment trust in connection with its public offering of $120 million of common stock in March 2012, its ongoing public offering of up to $365 million of common stock and thirteen prior public offerings of common and preferred stock aggregating in excess of $1 billion of additional equity capital and a private placement of $135 million of Senior Guaranteed Notes in July 2011.
- Issuer's counsel to a national discount retailer in connection with a secondary offering of $975 million of common stock in December 2011 and $868 million of common stock in September 2011.
- Issuer's counsel to an agriculture technology company in connection with a private placement of $10 million of Series C Preferred Stock in April 2010 and $8 million of Series B Preferred Stock in May 2008.
- Issuer's counsel to a specialty food company in connection with three private placements of $28 million of Preferred Units in October 2009, May 2006 and December 2004.
- Issuer's counsel to a hospital company in connection with a private placement of $5 million of Series A Preferred Units to partially finance the acquisition of three hospitals in November 2008.
- Issuer's counsel to a student housing real estate investment trust in connection with a continuous equity offering of $42 million of common stock in May 2007.
- Issuer's counsel to a restaurant company in connection with its private placement of $4 million of Class A Units in April 2007.
- Underwriters' counsel in connection with an underwritten public offering of $25 million of Series B Preferred Stock for a triple net lease real estate investment trust in October 2006.
- Issuer's counsel to a specialty retailer of automotive parts and accessories in connection with its public offering of $200 million of 6.95% Senior Notes due 2016 in June 2006.
- Issuer's counsel to a biotechnology company in connection with its public offering of $43 million of common stock in October 2005, its initial public offering of $78 million of common stock in February 2004, and its private offering of 8% Series E Cumulative Convertible Preferred Stock in August 2003.
Recent M&A, Corporate & Restructuring Transactions
- Representation of unmanned aerial systems company in connection with an $80 million leveraged recapitalization in March 2011.
- Representation of a clinical and anatomic pathology company in connection with a $200 million leveraged recapitalization in December 2009.
- Representation of a specialty food company in connection with an acquisition of an appetizer brand and facilities in July 2011; three acquisitions of food brands and facilities in 2009; an acquisition of a food manufacturing facility and related brands from a multi-national food company in May 2006; and an acquisition of several regional protein product brands from a multi-national food company in December 2004.
- Representation of a supplier/processor of a full range of carbon and alloy steel coil and bar products in connection with the disposition of a division in February 2009 and two acquisitions in 2007.
- Representation of an investment bank in connection with the acquisition of a boutique investment bank focused on regional banks with offices in Atlanta in December 2008; the purchase of membership interests of a boutique healthcare investment bank with offices in Atlanta, Chicago, New York and San Francisco in May 2007; the disposition of an investment advisor subsidiary in September 2006; and the acquisition of an oil and gas divestment firm in March 2005.
- Representation of investors purchasing a 40% interest in a publicly traded specialty retailer in September 2008.
- Representation of a provider of stored value card services in connection with a capital restructuring with a Fortune 100 financial services company in June 2005 and subsequent sale of the remaining interest in the company in July 2008.
- Representation of a for-profit hospital chain in connection with the restructuring of a joint venture involving radiologists in January 2008.
- Representation of a leading provider of revenue cycle management and clinical communication solutions in connection with the acquisition of a patient billing service provider in December 2007.
- Representation of a Fortune 50 conglomerate in connection with the disposition of a subsidiary in September 2007.
- Representation of a national leader in outsourced HR solutions in connection with a restructuring of its corporate structure in August 2007.
- Representation of a multi-family apartment real estate investment trust in connection with a $500 million joint venture with a quasi-governmental agency in May 2007.
- Representation of an acute care hospital owner in connection with a $1.3 billion recapitalization of its debt and equity securities in April 2007.
- "Company Buybacks: Best Practices," TheCorporateCounsel.net, webcast, February 2012
- "M&A Negotiation Trends: Insights from the 2011 Private Targets Deal Points Study," American Bar Association CLE webcast, Business Law Section, February 2012
- "The Dodd-Frank Act: Update on Whistle Blowing and Anti-Retaliation," Ethics and Compliance Officers Association, Seattle, Washington, September 2011
- Listed in The Best Lawyers in America® in Corporate Governance and Compliance Law, Corporate Law, Mergers & Acquisitions Law and Securities Law since 2007
- Listed in Chambers USA: America's Leading Business Lawyers as a leading corporate/mergers & acquisitions lawyer in Tennessee since 2007
- Listed in Mid-South Super Lawyers since 2008
- Listed as among top 50 attorneys in Memphis and among top 100 attorneys in Tennessee by Mid-South Super Lawyers, 2010 and 2011
- Member – Memphis Bar Association
- Member – Tennessee Bar Association (Chairman, Business Law Section, 2011 – 2012)
- Member – American Bar Association (Member, Mergers and Acquisitions Committee)
- Member – University of Tennessee College of Law Alumni Advisory Council (2004 – 2010)
- Order of the Coif
- University of Tennessee, J.D., 1993, magna cum laude
- Vanderbilt University, B.A., 1990