Michelle Gasaway represents corporate and REIT clients, private equity sponsors, investment banks and other investors in a broad range of traditional and complex corporate finance and capital markets transactions.

Bio

These transactions include initial public offerings, public and private offerings of high-yield debt, investment grade debt, convertible debt and equity securities, "at-the market" (ATM) programs, private equity investments, tender offers, exchange offers, consent solicitations, spin-offs, rights offerings and other customized transactions. 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, corporate governance, securities law compliance, public reporting, stock exchange rules and other corporate matters. Ms. Gasaway has been named to The Legal 500 U.S., IFLR1000 and The Best Lawyers in America.

A few of the more notable transactions in which Ms. Gasaway recently has been involved include:

Initial Public Offerings and Dual-Track Processes

  • Vencore Holding Corp., a portfolio company of Veritas Capital, in connection with a dual-track process that included a proposed $250 million initial public offering of common stock and listing on the NYSE and 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;
  • Excelitas Technologies Holding Corp., a portfolio company of Veritas Capital, in connection with a dual-track process that included a proposed initial public offering of common stock and culminated in an acquisition by funds sponsored by AEA Investors; and
  • the underwriters in the $2.3 billion registered common stock offering by General Growth Properties, Inc. following its emergence from bankruptcy and GGP’s subsequent $250 million offering of cumulative redeemable preferred stock.

Acquisition and Other Transaction Financing

  • Veritas Capital in connection with the corporate 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 by Verscend Holding Corp. 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 the acquisition of the Capital Services business of Chicago Bridge & Iron;
  • SJW Group in its $426.9 million offering of common stock to fund, in part, its acquisition of Connecticut Water Service, Inc.;
  • Select Income REIT in its $1.45 billion registered offering of investment grade notes to fund, in part, its acquisition of Cole Corporate Income Trust, Inc.;
  • CareTrust REIT, Inc. in its $260 million offering of high-yield notes in connection with its spin-off from The Ensign Group, Inc.;
  • Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (GLPI) in multiple high-yield note offerings and tender offers, including offerings in connection with Penn’s spin-off of GLPI;
  • 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
  • securities offerings to fund the construction of various gaming projects, including Revel AC, the Margaritaville Resort Casino (Bossier City), the Diamond Jo Worth Casino, Evangeline Downs, Hooters Casino Hotel and the Riverside Casino & Golf Resort.

Ms. Gasaway also has advised on the corporate finance and securities aspects of several other mergers and acquisitions transactions, including, most recently: Zayo Group in its pending acquisition by Digital Colony and EQT; Penn Virginia Corporation in its previously proposed acquisition by Denbury Resources, Inc.; Modular Space Corporation in its acquisition by WillScot Corporation; and Total Produce in its acquisition of Dole Food Company.

Restructuring and Recapitalization-Related Transactions

  • JAKKS Pacific, Inc. in a comprehensive transaction that included multiple binding definitive agreements among its existing senior lenders, certain holders of its private convertible notes and an ad hoc group of holders of its public 4.875% convertible senior notes due 2020, 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

  • Five Point Holdings, LLC in multiple Rule 144A/Regulation S offering by Five Point Operating Company, LP of high-yield notes;
  • J.C. Penney Company in multiple capital markets transactions, including offerings of common stock, secured and unsecured notes, and tender offers;
  • Insight Enterprises, Inc. in its convertible notes offering;
  • O’Reilly Automotive, Inc. in multiple registered offerings of investment grade notes;
  • TravelCenters of America LLC in its registered offering of “baby bonds” and its conversion from a Delaware limited liability company to a Maryland corporation; and
  • the underwriters and/or dealer managers in multiple securities offerings and/or liability management transactions, including most recently by American Homes 4 Rent, Crown Castle International Corporation, Fidelity National Information Services, Inc., 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

Michelle Gasaway