Lori B. Metrock

A Shareholder in the Firm’s Public Company Advisory Group, Lori concentrates her work in the areas of corporate and securities law and mergers and acquisitions.

She advises public companies on a day-to-day basis, and she handles their public and private securities offerings, including initial public offerings and follow-on offerings, corporate governance, and Exchange Act compliance work. She also provides counsel to NASDAQ and NYSE listed companies on their regulatory compliance. Lori has experience drafting equity compensation plans and guiding public companies on executive compensation matters and related regulatory compliance. She regularly advises boards of directors and committees on fiduciary duties and governance issues.

Lori’s private company work includes private offerings of securities, corporate governance counsel, general corporate work, mergers and acquisitions, and large internal corporate reorganizations involving dozens of subsidiaries.

In addition to her securities practice, Lori has extensive mergers and acquisitions experience which includes the representation of REIT clients in strategic transactions.

Securities and Public Company Experience

• Represented bank holding company in a $55 million initial public offering on the New York Stock Exchange
• Represented NASDAQ listed home health, hospice and personal care company in a $179 million privately negotiated stock repurchase
• Registration Statement on Form S-4 for issuance of common stock by NYSE listed financial holding company in connection with $28.6 million merger transaction
• Represented NYSE listed bank holding company in $40 million public offering of subordinated notes
• Served as Tennessee counsel to NYSE listed public company in connection with a $500 million senior notes offering, $600 million senior notes offering, $1,425,000,000 credit agreement and shelf registration statement on Form S-3
• Represented a biopharmaceutical drug company in connection with a $15 million follow-on offering
• Listed warrants of biopharmaceutical company on NYSE MKT
• Registration Statement on Form S-4 for issuance of common stock by NYSE listed bank holding company in connection with $37.5 million merger transaction
• Served as Tennessee counsel to NYSE listed public company in connection with $500 million registered notes offering
• Shelf registration statements on Form S-3 and subsequent takedowns, including ASRs
• Represented a public company in $120 million offering 7.5% convertible notes pursuant to Rule 144A
• Represented a public company in a registered exchange offering of $1.9 billion of senior notes in a section 144A transaction
• Represented NYSE listed company in resale registration on Form S-3 for selling shareholders
• Securities compliance of private funds with public companies in their portfolios
• Represented a client in a going private transaction, effected by a reclassification of common stock into different classes of equity
• Represented NYSE listed financial services company in a $20 million private placement of subordinated notes

Corporate/Mergers and Acquisitions Experience

• Represented public office and industrial REIT in connection with $600 million merger transaction on Form S-4
• Represented self-storage REIT in connection with internalization transaction
• Represented public company in $500 million acquisition and related financing, including $100 million of privately placed securities
• Represented public over the counter health care company in $200 million and $90 million acquisitions of OTC drug brands
• Represented NYSE listed national retail company, successfully overseeing its internal corporate reorganization
• Represented over the counter health care company, successfully overseeing its internal corporate reorganization

Recognition

• The Best Lawyers in America© for Mergers and Acquisitions Law (2024)
• Birmingham Business Journal's "Best of the Bar" List (2021)
• Mid-South Super Lawyers as a "Rising Star" in Securities & Corporate Finance (2017)