Both publicly traded and private companies rely on David Clay for assistance with mergers and acquisitions and securities law. With an emphasis on the healthcare industry, David works with healthcare providers in navigating the issues involved in strategic acquisitions and divestitures of facilities and in establishing joint ventures with physicians and physician groups. David also has experience representing real estate investment trusts (REITs) and manufacturing companies.
David provides advice and counsel with respect to a number of securities-related matters, including:
· Registered and private offerings of debt and equity securities
· Securities law compliance and periodic reporting
· Rule 13e-3 "going private" transactions
· Delisting and deregistration of securities
· Private offerings of debt and equity securities
Experience
· Represented a hospital company in its Rule 144A offering of $500 million in senior unsecured notes and follow-on exchange offer registration statement filing with the SEC
· Represented a NASDAQ-listed hospital company in its Rule 144A offering of $400 million in senior unsecured notes
· Represented a NYSE-listed REIT in public shelf offerings of $300 million and $400 million in senior unsecured notes and 8,050,000 shares of common stock
· Represented a NYSE-listed REIT in its "at-the-market" public common stock offerings
· Represented a NASDAQ-listed hospital company in connection with the acquisition of a non-profit hospital and development of a replacement facility with an aggregate transaction value of approximately $60 million
· Represented numerous healthcare facilities in establishing joint ventures with physician-owners of single and multi-specialty ambulatory surgery centers.
· Represented the special committee of an AMEX-listed REIT in connection with a Rule 13e-3 going private merger transaction valued at approximately $260 million
· Represented a healthcare-based private equity fund in the acquisition of an outpatient wound care services business
· Represented an India-based pharmaceutical company in the strategic acquisition of two U.S. companies involved in the manufacture and distribution of generic inhalation anesthetic gas products
· Represented a family-owned manufacturing company in the sale of the company to a strategic investor
· Represented lead investor in connection with acquisition of a professional hockey team
Professional
· Member, Nashville and Tennessee Bar Associations
· Member, American Health Lawyers Association
· Member, The Federalist Society for Law & Public Policy
News/Events
ARTICLES
2003, "Federal Attraction for the Interstate Class Action: The Effect of Devlin v. Scardelletti and the Amendments to Federal Rule of Civil Procedure 23(e) on Class Action 'Minimal Diversity' Concerns," 52 Emory Law Journal 1877
Community
· Member, Belmont University Alumni Board of Directors
· Member, Sennet Society, United Way of Metropolitan Nashville
· Alumnus, Nashville Emerging Leaders
· Deacon and college Bible study leader, First Baptist Church of Nashville
Up Close
Originally from Oklahoma, David is married with three young children. He enjoys camping, hiking, fishing and traveling. He also plays softball in the law league.