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 that involve accessing the capital markets. 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.

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

  • 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 and deal managers in multiple offerings of senior notes and tender offers by The Howard Hughes Corporation;
  • Veritas Capital in connection with the corporate finance aspects of several acquisition transactions, including the $485 million offering of senior notes by 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;
  • Five Point Holdings, LLC in the offering by Five Point Operating Company, LP of $500 million of senior notes;
  • 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.;
  • 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; and
  • Joh. A. Benckiser GmbH in connection with the equity financing of its $9.8 billion acquisition of D.E Master Blenders.

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