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Michelle Gasaway

Partner

Partner

Capital Markets, Private Equity and Securities

Los Angeles

T: 1.213.687.5122

F: 1.213.621.5122

michelle.gasaway@skadden.com

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Michelle Gasaway represents issuers, investment banks and private equity funds in a variety of transactions, including mergers and acquisitions, public and private offerings of high-yield debt, investment grade debt and equity securities, private equity investments, and other capital markets transactions, including tender offers, exchange offers, consent solicitations, and acquisition and greenfield financings. 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. Ms. Gasaway’s representations span a variety of industries, including in particular, gaming, real estate, and apparel and consumer goods.

Significant representations in which Ms. Gasaway has been involved include:

  • CareTrust REIT, Inc. in its $260 million offering of senior notes in connection with its spin-off from The Ensign Group, Inc.
  • 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 was the first-ever tax-free spin-off of a “PropCo” REIT. GLPI also expects to be the first gaming-focused REIT.
  • Joh. A. Benckiser GmbH in connection with the equity financing of its $9.8 billion acquisition of D.E Master Blenders.
  • The underwriters in the $850 million registered offering of senior notes by Crown Castle International Corp.
  • Modular Space Corporation, a portfolio company of Calera Capital, in its $375 million offering of senior secured second-lien notes.
  • The initial purchasers in the $750 million offering of senior notes by The Howard Hughes Corporation.
  • J.C. Penney Company, Inc. in its $810 million offering of common stock.
  • 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.
  • American Apparel, Inc. in its $206 million offering of senior secured notes and its offering of 61 million shares of common stock.
  • 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.
  • The initial purchasers in the €325 million offering of senior secured notes by an Onex acquisition subsidiary to finance the acquisition of the KraussMaffei Group.
  • The 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. and subsequent add-on financing.
  • 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.
  • The 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 its 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.
  • Penn National Gaming, Inc. in multiple notes offerings under Rule 144A and Regulation S.

Bar Admissions

California
New York

Education

J.D., Harvard Law School, 1997 (cum laude)

M.B.A., University of Georgia, 1994 (summa cum laude)

B.S., University of Georgia, 1993 (summa cum laude)

Associations

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

Publications

"Corporate Finance Alert: SEC Eases Social Media Restrictions"

Skadden, Arps, Slate, Meagher & Flom LLP

"High-Yield Bonds: An Introduction to Material Covenants and Terms"

Butterworths Journal of International Banking and Financial Law

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