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.

Bio

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. 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 named a Top Women Lawyer by the Daily Journal in 2020 and Best in Capital Markets at Euromoney’s 2020 Women in Business Law Americas Awards. She also has been named to The Legal 500 U.S., IFLR1000 and The Best Lawyers in America.

Initial Public Offerings, SPAC IPOs and Dual-Track Processes

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

  • Affirm Holdings, Inc. in its $1.2 billion IPO;
  • Tekkorp Digital Acquisition Corp., Cohn Robbins Holdings Corp. and GS Acquisition Holdings Corp II in their initial public offerings;
  • the underwriters in the initial public offerings of Kismet Acquisition One Corp and Forum Merger III Corporation;
  • 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.

De-SPAC PIPEs and Other SPAC-Related Transactions

In addition to SPAC IPOs, Ms. Gasaway regularly advises both SPACs and placement agents in PIPEs and other aspects of de-SPAC transactions, including, most recently:

  • Social Capital Hedosophia Holdings Corp. II in its $600 million PIPE to fund its $5 billion acquisition of Opendoor Labs, Inc.;
  • Social Capital Hedosophia Holdings Corp. III in its $400 million PIPE to fund its $3.7 billion acquisition of Clover Health Investments Corp.;
  • GS Acquisition Holdings Corp. in its $1.24 billion PIPE to fund its $5.3 billion acquisition of Vertiv Holdings LLC; and
  • placement agents in PIPE transactions for ARYA Sciences Acquisition Corp and ARYA Sciences Acquisition Corp II.

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:

  • 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;
  • SJW Group in its $426.9 million offering of common stock to fund, in part, its acquisition of Connecticut Water Service, 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
  • 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 kinds 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

Michelle Gasaway