Practice areas
Startups & Venture Capital
Mergers & Acquisitions
Corporate & Securities
Education
University of Tennessee College of Law, J.D., 2019, magna cum laude; Order of the Coif; Managing Editor, Transactions: The Tennessee Journal ofBusiness Law
University of Tennessee, B.S., Accounting, 2016, summa cum laude
Bar admissions
Tennessee
Biography
Derek Terry is a corporate,M&A, and finance attorney representing corporate management, sellers, buyers, and lenders through transformational business transactions and day-to-day operations. Derek’s legal practice is primarily focused on helping clients navigate the structuring, documentation, negotiation, and closing of business mergers, acquisitions, dispositions and exits; real estate purchase, sale, leasing and financing; and equity and debt capital raising. Additionally, he advises clients in connection with entity startup and formation, corporate governance and maintenance, securities law compliance,Securities and Exchange Commission (SEC) filings, and commercial contract implementation and negotiation for vendor and customer supply agreements, software licensing agreements, service agreements, and the like.
Derek aims to apply practical legal solutions to clients’ most important business needs and issues, negotiating deals with an eye to the bottom line and the big picture. He appreciates his role as service provider and trusted adviser to clients on critical decisions and transactions, and fosters a collaborative relationship with clients with consistent, responsive, and candid communication.
Derek counsels clients in a range of sectors, with a focus on the healthcare, real estate, financial services, and manufacturing industries. In particular, he has represented medical device and similar startups; operators, investors and lenders in skilled nursing, assisted living, and related asset classes; plastics and other industrials manufacturers; and consumer and commercial financial services firms. He assists lenders structuring and negotiating complex financing arrangements in real estate and other asset-backed credit facilities, including multi-state mortgage loans, mezzanine loans, revolving lines of credit, syndicated credit facilities, and intercreditor agreements. Derek also supports buyers and sellers in mergers, stock, and asset acquisitions and dispositions through due diligence review, drafting and negotiating purchase agreements, and related purchase documents from the Letter of Intent (LOI) stage through closing.
Prior to joining Riggs DaviePLC, Derek was an associate at Bradley Arant Boult Cummings LLP in Nashville, and Husch Blackwell LLP in Chattanooga.
Outside of the office, Derek enjoys motorcycling, snow skiing, live music, and exploring Nashville with his wife.
Representative Transactions
M&A
Represented private equity buyer in $29million asset purchase of Tennessee and Alabama assisted living facilities.
Represented buyer in $9 million asset purchase of a Florida skilled nursing facility.
Represented seller in $54 million asset sale of Kentucky assisted living facility to private equity-backed buyer.
Represented seller in $2.4 million asset sale of veterinary practice to national veterinary care network.
Represented seller in $2 million stock sale of wholly owned sanitation services business to private equity-backed acquiror.
Represented buyer in $29 million stock purchase and redemption and associated financing in connection with a capital and governance restructuring of a family-owned mining company.
Finance
Represented private equity fund as administrative agent and lender under $65 million syndicated mezzanine loan secured by the equity interests of the owners of a portfolio of10 West Virginia skilled nursing facilities.
Represented healthcare loan originator as borrower under $25 million revolving warehouse line of credit in connection with restructuring of end loans to originator’s customers.
Represented a healthcare lender in a second-lien mortgage refinance secured by a portfolio of 6 assisted living facilities, negotiating an intercreditor agreement with the senior secured lender.
Represented a healthcare private debt fund as lender in a $30 million acquisition bridge loan secured by 5 assisted living facilities across Florida and South Carolina.
Represented a healthcare private debt fund as lender in a $44 million acquisition bridge loan secured by New York senior living property.
Represented private credit bridge-to-agency mortgage lender in connection with the $18 million acquisition financing of a distressedNew Jersey nursing home.
Represented private credit bridge-to-agency mortgage lender in connection with the $29 million refinancing of a portfolio of 6 Florida nursing homes subject of a business divorce among the portfolio’s various equity owners, coordinating the closing and payoff of existing indebtedness on the portfolio among several banks and related payoff lenders through contentious communication channels among the competing parties.