Michelle Gasaway represents corporate and REIT clients, special purpose acquisition companies (SPACs), private equity sponsors, investment banks and other investors in a broad range of traditional and complex securities and capital markets transactions. These transactions include initial public offerings (IPOs), pre-IPO investments, PIPEs, offerings of high-yield debt, investment grade debt, convertible debt and other equity securities, “at-the market” (ATM) programs, private equity investments, tender offers, exchange offers, consent solicitations, spin-offs, rights offerings and other customized transactions.

Bio

Ms. Gasaway also regularly advises clients on out-of-court restructurings and distressed financings, acquisition financings and other investment transactions. In addition, she counsels clients on an ongoing basis, including with regard to analysis of transaction alternatives and structures, disclosure issues, securities law compliance, public reporting and stock exchange rules. Ms. Gasaway was recognized in Chambers USA 2021, named a Woman of Influence by the Los Angeles Business Journal in 2021 and a Top Women Lawyer by the Daily Journal in 2020. She was named Best in Capital Markets at Euromoney’s 2020 Women in Business Law Americas Awards and was a key member of the deal team recognized by the Daily Journal with a California Lawyer Attorneys of the Year (CLAY) award for innovative work on behalf of Livongo Health, Inc. in its $18.5 billion acquisition by Teladoc Health, Inc. which was the largest-ever M&A transaction in the digital health sector (2021). She also was named as one of The Deal’s 2020 Top Women in Dealmaking and has been named to The Legal 500 U.S., IFLR1000 and The Best Lawyers in America.

SPAC IPOs, De-SPAC PIPEs and Other SPAC-Related Transactions

Ms. Gasaway has vast experience in all aspects of a large number of SPAC and deSPAC-related transactions, representing SPACs, targets, post-deSPAC companies, underwriters and placement agents, notably including:

  • WeWork in its business combination with BowX Acquisition Corp., a transaction that values WeWork at an initial enterprise value of approximately $9 billion;
  • SIGNA Sports United in its pending business combination with Yucaipa Acquisition Corporation at an implied enterprise value of approximately $3.2 billion;
  • PWP Forward Acquisition Corp. I — a first-of-its-mission SPAC focused on improving access to public financing for companies that are founded by, led by or enriching the lives of women — in its IPO;
  • the underwriters’ counsel for the IPO of Queen’s Gambit Growth Capital, a sustainability-focused SPAC led by an all-women management team and board of directors; and
  • Social Capital Hedosophia Holdings in multiple de-SPAC acquisitions and PIPE transactions.

Initial Public Offerings and Multi/Dual-Track Processes

Ms. Gasaway has been involved in a substantial number of IPOs for founder-led companies, private equity portfolio companies and others, including, more notably:

  • Dole plc, a newly created company formed for the combination of Total Produce plc and Dole Food Company, Inc., in its $400 million initial public offering; 
  • Affirm Holdings, Inc. in its $1.3 billion initial public offering of Class A common stock;
  • Vencore Holding Corp., a portfolio company of Veritas Capital, in connection with a dual-track IPO process that culminated in a merger via a reverse Morris trust transaction with KeyPoint Government Solutions, Inc. and the U.S. public sector business of DXC Technology Company to form a separate, publicly traded company; and
  • Excelitas Technologies Holding Corp., a portfolio company of Veritas Capital, in connection with a dual-track IPO process that culminated in an acquisition by funds sponsored by AEA Investors.

Acquisition and Other Transaction Financing

Ms. Gasaway regularly represents clients on acquisition financing transactions, as well as other securities aspects of mergers and acquisitions transactions, including, more notably:

  • Southwestern Energy Company in multiple transactions in connection with its acquisition of Indigo Natural Resources, LLC, including an offering of senior notes, a cash tender offer and consent solicitation for its existing notes and an exchange offer and consent solicitation for Indigo’s notes;
  • Veritas Capital in connection with the finance aspects of several acquisition transactions, including: the $1.1 billion offering of high-yield notes and an offering of preferred stock to fund the acquisition of Cotiviti Holdings, Inc.; the $485 million offering of high-yield notes to fund the acquisition of StandardAero and financing for StandardAero’s acquisition of Vector Aerospace; and the $515 million offering of secured high-yield notes to fund a carve-out acquisition from Chicago Bridge & Iron;
  • ONEOK, Inc. and ONEOK Partners, L.P. in the corporate finance aspects of ONEOK’s $9.3 billion acquisition of all of the outstanding common units of ONEOK Partners it did not already own;
  • Noble Energy, Inc. in its registered offer to exchange its senior notes for $1.8 billion of senior notes of Rosetta Resources, Inc. and in the corporate finance aspects of its acquisition of Clayton Williams Energy, Inc.;
  • various issuers in issuances of mezzanine-style perpetual preferred stock, including to fund acquisitions and recapitalizations; and
  • Livongo Health, Inc. in its acquisition by Teledoc Health, Inc.; Caesars Entertainment Corporation in its acquisition by Eldorado Resorts, Inc.; Zayo Group in its acquisition by Digital Colony and EQT; and Total Produce in its acquisition of Dole.

Restructuring and Recapitalization-Related Transactions

Ms. Gasaway regularly advises clients on the securities aspects of restructuring and recapitalization transactions, both in-court and out-of-court, including, most recently:

  • Noble Corporation plc in its rights offering and the other corporate finance aspects of its restructuring;
  • The We Company in connection with its $5 billion in new financing from SoftBank Group Corp.;
  • JAKKS Pacific, Inc. in a comprehensive transaction to recapitalize the company’s balance sheet with new debt and equity;
  • Oaktree Capital Management in connection with the recapitalization of its investment in Neovia Logistics;
  • Melinta Therapeutics, Inc. in its convertible financing from Vatera Healthcare Partners LLC and related transactions with funds managed by Deerfield Management Company, L.P.;
  • Atlas Resource Partners, L.P. in the corporate finance aspects of its prepackaged Chapter 11 plan of reorganization, one of the first Chapter 11 reorganizations of a master limited partnership;
  • Nine Point Energy (formerly Triangle USA Petroleum Corporation) in its rights offering and the other corporate finance aspects of its restructuring; and
  • Anchorage Capital Group in an investment in senior secured second lien notes and perpetual convertible preferred units of Breitburn Energy Partners LP.

General Capital Markets and Liability Management Transactions

Ms. Gasaway routinely advises issuers, underwriters and initial purchasers on all aspects and types of securities transactions, including:

  • registered offerings of investment grade notes, including most recently by O’Reilly Automotive, Inc. and Xilinx, Inc.;
  • Rule 144A/Regulation S offerings of secured and unsecured high-yield notes, including most recently by Burlington Stores, Inc., Five Point Holdings, LLC and Viking Cruises Ltd.;
  • offerings of convertible notes, including most recently by Burlington Stores, Inc., Coupa Software Incorporated and Insight Enterprises, Inc.;
  • “at the market offerings,” including most recently by Assembly Biosciences, Inc.; and
  • the underwriters and/or dealer managers in multiple investment grade notes, preferred stock, common stock, ATM programs and other securities offerings and/or liability management transactions, including most recently by Crown Castle International Corporation, The Howard Hughes Corporation and Public Storage.

Credentials

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)

Admissions

  • California
  • New York
  • Texas

P. Michelle Gasaway