Tonya Mitchem Grindon

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Baker Donelson Center
Suite 800
211 Commerce Street
Nashville, Tennessee 37201
T: 615.726.5607
F: 615.744.5607

Tonya Mitchem Grindon, a shareholder in the Nashville office, serves on Baker Donelson's Board of Directors and is chair of the Firm's Securities/Corporate Governance Group. She concentrates her practice in securities and corporate finance, corporate governance and business transactions. Ms. Grindon has been interviewed on securities and corporate finance topics by numerous publications, including Wall Street Journal and the Washington Post.

Corporate Finance and Securities/Corporate Governance: Ms. Grindon's experience in corporate finance and securities work includes representation of companies in public offerings and private placements of both debt and equity securities. She has assisted companies and acquirers in both the defense of and the instigation of public tender offers and takeovers, exchange offers, and in Exchange Act compliance, including proxy statements and annual, quarterly and current reports. Ms. Grindon also has advised public and private boards of directors on numerous fiduciary duties and corporate governance issues, has served as counsel to special committees of boards of directors and has advised foreign individuals serving on U.S. boards.

Private Equity: Ms. Grindon has significant experience in the representation of private funds (offshore and domestic, including hedge funds and private equity funds), including planning and structuring strategies for funds and in their day-to-day operations, including negotiation of investments in portfolio companies. Ms. Grindon also represents investment advisers and broker-dealers on investment, regulatory and compliance issues.

Business Transactions: Ms. Grindon's experience in the area of business transactions includes the representation of foreign and U.S. companies in asset purchases, mergers and acquisitions.

Recent Public Company and Corporate Finance and Governance Matters

  • Served as counsel to public oil & gas company in connection with $50 million debt recapitalization.
  • Served as Tennessee counsel to NYSE public company in connection with the registration on Form S-4 with the SEC of a $300 Million exchange of promissory notes and related guarantees for new notes and guarantees.
  • Served as counsel to special committee of a public company board of directors in connection with $150 million asset sale.
  • Represented public pharmaceutical company in secondary offering on Form S-1.
  • Represented ethanol transportation company in sale of equity securities to South American ethanol transportation company.
  • Represented shareholders of a private oil and gas company in sale of $27 million of securities to private equity fund.
  • Served as Tennessee counsel to a Fortune 500 NYSE public company traded in connection with the refinancing of its $1.25 billion credit facility.
  • Served as lead counsel to a private oil and gas service company in connection with the restructuring of its outstanding debt with a $75 million credit facility and private equity investment of $50 million.
  • Served as lead counsel to one of the U.S.'s largest ethanol transportation companies in connection with its $150 million debt refinancing and a subsequent financing increase to $250 million.
  • Represented trustee in a $25 million 7% convertible subordinated debenture offering.
  • Served as lead transactional counsel to bankruptcy trustee in connection with the redemption and sale of $100 million of equity interests by the bankruptcy estate in a publicly traded company (NASDAQ).
  • Represented a cardiovascular health care company in connection with its offering of $40 million of debt and preferred equity to a private investment firm.  
  • Represented public client in hostile take-over by other public company. Worked with board of directors when initial bid was $21/share. Thwarted take-over attempt and auctioned client under Revlon, with final sale price of $45/share.
  • Represented company in $65 million public tender offer for its outstanding debt.
  • Represented public company in $120 million debt exchange offer for new debt and equity securities.
  • Represented third party offeror in tender offer for equity securities of a publicly traded health care company.
  • Managed $100 million public debt (shelf) offering for NYSE public company.
  • Represented largest selling shareholder in IPO through its piggy-back registration rights.
  • Represent numerous private funds in connection with securities compliance with public companies in their portfolios (e.g., Section 16 filings and Williams Act filings).

Recent M&A Transactions

  • Represented an internet company in the sale of all of its assets to a NYSE public company.
  • Represented oil and gas company (as the seller) in an $89 million sale of substantially all of its assets.
  • Represented barge company in acquisition of another barge company for $375 million.
  • Represented healthcare company issuer in contentious sale between a buyer and the largest stockholder of the company for $375 million.  
  • Represented private bank holding company in a merger with and into a publicly traded (NYSE) company. 

Publications & Speaking Engagements

  • "Alternative Energy Sector May Be Facing Consolidation," Energy Executive blog, March 2014
  • "Blowing up the Barrier Between Work and Family," co-author, ABA Law Practice Magazine, May/June 2012
  • "Developing Topics in Securities Laws" and "Ethical Dilemmas in Preparation and Review of SEC Filings," Drafting Securities Filings 2011, Practicing Law Institute (PLI), Chicago, Illinois, November 2011
  • "SEC Proposed Rules for Investment Adviser Registration," Hedge Fund Regulation and Current Developments Conference, New York, New York, June 8, 2011
  • "The Sunroof in the Glass Ceiling - What Some Women Lawyers in Nashville Have Done to Defy the Statistics," Panelist, Nashville Bar Association Law Association for Women, March 22, 2011
  • "Preparing For and Responding to SEC's Whistleblower Program," Washington Legal Foundation, March 11, 2011
  • "Ethics for Attorneys Appearing and Practicing Before the SEC" and "Recent Developments in Securities Filings," Securities Filings 2010, Practising Law Institute (PLI) Chicago, Illinois, October 2010
  • "Lead Directors: A controversial corporate asset," Southeastern Chapter of Corporate Secretaries and Governance Professionals, Atlanta, Georgia, May 5, 2010
  • "SEC Amends Rules on Proxy Disclosure, Corporate Governance and Executive Compensation," The National Law Review, January 6, 2010
  • "Advantages and Disadvantages of Going Public" and "Regulating Ethics: A Review of Recent SEC Enforcement Actions Against Attorneys," Securities Filings 2009 (Practising Law Institute, Chicago) - October 2009
  • "Duties and Liabilities – What All Directors Need to Know (Updates on Delaware Law)," National Association of Corporate Directors, Atlanta, Georgia, September 2009
  • "SEC Rule 205 Allows States Leeway to Conflict," All-Star Briefing Volume 6, Issue 43 (Practising Law Institute) - November 2008
  • "Advantages and Disadvantages of Going Public" and "SEC Rule 144 and Rule 205," Securities Filings 2008 (Practising Law Institute, Chicago), October 2008  
  • "Fiduciary Duties of Investment Advisors," Mid-South Hedge Fund Association, Nashville, September 2008
  • "A Primer on Mergers & Acquisitions," Tennessee Bar Association CLE, April 25, 2008
  • "Third Party Closing Opinions – Words Can Hurt You," General Counsel Institute, April 8, 2008

Professional Honors & Activities

  • Named to the Nashville Business Journal's "Best of the Bar" (2014)
  • Recipient – Nashville Business Journal's Women of Influence Award (2010)
  • Law360's Top 10 Corporate Finance Attorneys in the United States under 40 (2010)
  • Nashville Chamber of Commerce Emerging Leader Award - Legal Services (2009)
  • Nashville Business Journal's Forty Under 40 Recipient (2009)
  • Named to Best Lawyers in America® since 2008 in the areas of Securities/Capital Markets Law, Corporate Law, and Mergers and Acquisitions Law 
  • Listed in Mid-South Super Lawyers in Securities & Corporate Finance (2012, 2013); listed as a Rising Star (2008, 2010)
  • Listed as among the top 50 female attorneys in the mid-south by Mid-South Super Lawyers (2013)
  • AV® Preeminent™ Peer Review Rated by Martindale-Hubbell
  • Fellow – Nashville Bar Foundation
  • Member – Nashville Bar Association (former Secretary of board; past President, Secretary and board member of the Young Lawyers Division), Tennessee Bar Association, Washington, D.C. Bar Association, Maryland Bar Association and American Bar Association (Business Law Section)
  • Board Member and Past President – Nashville Bar Association Pro Bono Program
  • Member – Tennessee Bar Association Leadership Law Program (2005)
  • Board of Directors and Past President – Nashville Humane Association (2001 – present)
  • Recipient – Baker Donelson Nashville Pro Bono Attorney of the Year (2008)
  • Guest Lecturer – "Corporate Governance in Public Mergers and Acquisitions," with Delaware Supreme Court Justice Jack B. Jacobs, Vanderbilt Law School (January 2013)
  • Guest Lecturer – "Financial Regulatory Reform," George Washington University Law School (2011 – present)
  • Advisory Board – George Washington University Law School (CLEAF Program) (2010 – present)

Admissions

  • District of Columbia, 2000
  • Tennessee, 1999
  • Maryland, 1997

Education

  • George Washington University, J.D., 1997, with honors
  • George Washington University, M.A. in International Affairs, 1997
  • Vanderbilt University, B.A., 1992, cum laude