Michelle Gasaway represents corporate and REIT clients, investment banks, private equity funds 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, 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 the financing aspects of other investment transactions. In addition, she counsels clients on an ongoing basis, assisting with respect to analysis of transaction alternatives and structures, disclosure issues, corporate governance, securities law compliance and other corporate matters. Ms. Gasaway has been named to The Legal 500 U.S.

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

  • 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;
  • CareTrust REIT, Inc. in its $260 million offering of senior notes in connection with its spin-off from The Ensign Group, Inc.;
  • Coupa Software Incorporated in its $230 million offering of convertible notes;
  • Five Point Holdings, LLC in the offering by Five Point Operating Company, LP of $550 million of senior notes;
  • Penn National Gaming, Inc. and Gaming and Leisure Properties, Inc. (GLPI) in multiple note offerings and tender offers, including offerings in connection with Penn’s spin-off of GLPI, which was the first-ever tax-free spin-off of a “PropCo” REIT and the first gaming-focused REIT;
  • Veritas Capital in connection with the corporate finance aspects of several acquisition transactions, including the $485 million offering of senior notes to fund the acquisition of StandardAero and the $515 million offering of senior secured notes to fund the acquisition of the Capital Services business of Chicago Bridge & Iron;
  • various funds in issuances of mezzanine-style perpetual preferred stock, including to fund acquisitions and recapitalizations;
  • the underwriters in multiple registered offerings of equity (common and preferred) and senior notes by Crown Castle International Corporation;
  • the underwriters and dealer managers in multiple registered offerings of senior notes and tender offers by Fidelity National Information Services, Inc., including offerings to fund, in part, the $9.1 billion acquisition of SunGard;
  • the initial purchasers, underwriters and dealer managers in multiple offerings of senior notes, secondary equity offerings and tender offers by The Howard Hughes Corporation;
  • O’Reilly Automotive, Inc. in multiple registered offerings of senior notes;
  • J.C. Penney Company in multiple offerings of common stock and notes and tender offers;
  • 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;
  • Anchorage Capital Group in an investment in senior secured second lien notes and perpetual convertible preferred units of Breitburn Energy Partners LP;
  • ONEOK, Inc. and ONEOK Partners, L.P. in connection with 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 connection with the corporate finance aspects of its acquisition of Clayton Williams Energy, Inc.;
  • Noble Energy, Inc. in its registered offer to exchange its senior notes for $1.8 billion of senior notes of Rosetta Resources, Inc., in connection with Noble Energy’s acquisition of Rosetta Resources;
  • Select Income REIT in its $1.45 billion registered offering of senior notes to fund, in part, its acquisition of Cole Corporate Income Trust, Inc.;
  • Joh. A. Benckiser GmbH in connection with the equity financing of its $9.8 billion acquisition of D.E Master Blenders;
  • American Apparel, Inc. in its acquisition by Endeavor Acquisition Corp., a special purpose acquisition company (SPAC), and subsequent common stock and debt offerings; and
  • Serge Azria and Dutch, LLC in a majority investment by TA Associates in Dutch, the global fashion company behind the JOIE, Equipment and Current/Elliot brands.

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