Corporate, Securities, and Merger and Acquisition Transactions
Michelle Gasaway represents corporate clients and investment banks in a variety of transactions, including public and private offerings of equity and debt securities, mergers and acquisitions, private equity investments, tender offers, exchange offers, consent solicitations and other capital markets transactions. She also counsels corporate clients on an ongoing basis, assisting with the review and preparation of SEC filings, corporate governance, securities law compliance and other corporate matters.
Significant representations in which Ms. Gasaway has been involved include:
- Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (GLPI) in $2.35 billion of note offerings in connection with Penn’s spin-off of GLPI, which expects to be the first gaming-focused REIT.
- initial purchasers in the $750 million offering of senior notes by The Howard Hughes Corporation.
- O’Reilly Automotive, Inc. in its holding company reorganization and more than $1 billion of registered offerings of senior notes.
- EMC Corporation in its $5.5 billion registered offering of senior notes.
- Occidental Petroleum Corporation in more than $7 billion of registered offerings of senior notes.
- initial purchasers in the €325 million offering of senior secured notes by an Onex acquisition subsidiary to finance the acquisition of the KraussMaffei Group.
- initial purchasers in the $1.02 billion offering of senior and senior subordinated notes by WideOpenWest Finance, LLC to finance the acquisition of Knology, Inc.
- Revel AC, Inc. in its $1.15 billion debt financing with warrants to fund the completion of construction, opening and operations of Revel’s Atlantic City casino resort.
- underwriters in the $2.3 billion registered common stock offering by General Growth Properties, Inc. following its emergence from bankruptcy (the largest U.S. real estate bankruptcy at the time) and GGP’s subsequent $250 million offering of cumulative redeemable preferred stock.
- DineEquity, Inc. in its $1.8 billion refinancing of securitized debt and preferred stock with a new credit facility and senior unsecured notes and a tender offer for the securitized debt.
- Delphi Corporation in its $3.9 billion registered rights and warrant offerings in connection with its restructuring.
- Wynn Resorts and its affiliates in multiple first mortgage note offerings under Rule 144A and Regulation S and multiple common stock offerings.
Mergers and Acquisitions
- Joh. A. Benckiser GmbH in connection with the equity financing of its $9.8 billion acquisition of D.E Master Blenders.
- Serge Azria and Dutch, LLC in a majority investment by TA Associates in Dutch, the global fashion company behind the JOIE, Equipment and Current/Elliott brands.
- Summit Entertainment, LLC in its $412.5 million acquisition by Lions Gate Entertainment Corp.
- the special committee of independent directors of Station Casinos, Inc. in connection with the company’s sale of certain assets and related restructuring.
- United Online, Inc. in its $800 million acquisition of FTD Group, Inc.
- TPG Capital in its $450 million acquisition of Midwest Air Group, Inc. and the subsequent sale of Midwest Air Group to Republic Airways Holdings, Inc.
- DineEquity, Inc. in its $2.1 billion acquisition of Applebee’s International, Inc.
- Gateway, Inc. in its $710 million acquisition by Acer Inc. via a tender offer.
- Centro Properties Group of Australia in its $6.2 billion acquisition of New Plan Excel Realty Trust, Inc.
- Penn National Gaming, Inc. in its $2.2 billion acquisition of Argosy Gaming Company and in its purchase and sale of various other casino properties.
- Hard Rock Hotel, Inc. in its $770 million sale to Morgans Hotel Group.
- The News Corporation and Fox Entertainment Group, Inc. in the sale of the Los Angeles Dodgers and certain related assets.
J.D., Harvard Law School (cum laude)
M.B.A., University of Georgia (summa cum laude)
B.S., University of Georgia (summa cum laude)
Marketing and Membership Chair, Executive Committee, Los Angeles County Bar Association, Business & Corporations Law Section
Member, American Bar Association; Business Law Section; Business Financing, Gaming Law and Mergers & Acquisitions Committees