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. 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, assisting with 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. and IFLR1000.
A few of the more notable transactions in which Ms. Gasaway 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 funds 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: Penn Virginia Corporation in its pending acquisition by Denbury Resources, Inc.; Esterline Technologies Corporation in its pending acquisition by TransDigm Group Incorporated; Modular Space Corporation in its acquisition by WillScot Corporation; and Total Produce in its acquisition of Dole Food Company.
- 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.
Other Capital Markets and Liability Management Transactions
- Five Point Holdings, LLC in the inaugural Rule 144A/Regulation S offering by Five Point Operating Company, LP of $550 million 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;
- O’Reilly Automotive, Inc. in multiple registered offerings of investment grade notes;
- Toyota Industries Corporation in connection with the U.S. securities aspects of a $1 billion Euro Medium Term Notes Programme;
- TravelCenters of America LLC in its registered offering of “baby bonds”; and
- the underwriters and/or dealer managers in multiple securities offerings and/or liability management transactions, including most recently by Crown Castle International Corporation, Fidelity National Information Services, Inc. and The Howard Hughes Corporation.