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

Ms. Gasaway has advised on a wide variety of transactions, including: initial public offerings (IPOs); pre-IPO investments and PIPEs; SPAC and de-SPAC transactions; offerings of investment grade debt, convertible debt and high-yield debt, including green, social and sustainability-linked bonds; offerings of common stock, preferred stock and other equity securities; “at-the market” (ATM) programs and committed equity lines; private equity investments; tender offers; exchange offers; consent solicitations; spin-offs; rights offerings; and other customized transactions.

Ms. Gasaway also regularly advises clients on acquisition financings, de-SPAC-related financings, out-of-court restructurings and distressed 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, stock exchange rules and ESG-related issues.

She has broad experience with technology-related companies, including in transactions for: Mobileye; Intel; V2X; Affirm; Coupa Software; Duolingo; EMC Corporation; Insight Enterprises; Jane Street; Xilinx; Zayo; Boingo; Eve Urban Air Mobility; SoFi; Berkshire Gray; and Opendoor.

Ms. Gasaway also regularly advises issuer and investment banking clients in transactions in the retail, real estate, hospitality, leisure and entertainment industries, including for: Apartment Investment and Management Company; Apartment Income REIT; WeWork; Five Point Holdings; O’Reilly Automotive; Burlington Stores; Viking Cruises; PLBY Group; Crown Castle International Corporation; The Howard Hughes Corporation; and Public Storage.

In addition, Ms. Gasaway has extensive experience advising energy and natural resource clients in acquisition financings and other capital markets transactions, including for: Southwestern Energy Company; Hycroft Mining; OneOK; Noble Energy; Atlas Resource Partners; and Nine Point Energy.

She also regularly handles the financing aspects of strategic transactions, such as mergers, acquisitions, joint ventures, Up-C structures and spin-offs. Some of these more notable representations have included: Dole plc, a newly created company formed from the combination of Total Produce plc and Dole Food Company, Inc.; the separation of Apartment Investment and Management Company into two, separate and distinct, publicly traded companies; Southwestern Energy Company in multiple transactions in connection with its acquisitions of Indigo Natural Resources and GEP Haynesville; Veritas Capital in connection with the finance aspects of several acquisition transactions; Livongo Health, Inc. in its acquisition by Teladoc Health; Caesars Entertainment in its acquisition by Eldorado Resorts; Zayo Group in its acquisition by Digital Colony and EQT; and 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.

Ms. Gasaway has vast experience in all aspects of a large number of SPAC and de-SPAC-related transactions, representing SPACs, sponsors, targets, post-de-SPAC public companies, underwriters, financing sources and placement agents, most recently including de-SPACs of Dragonfly Energy, Voltus, American Express Global Business Travel, WeWork, SoFi, Vertiv Holdings, Eve Urban Air Mobility, SIGNA Sports United, Blacksky, Berkshire Gray, Open-door, Cano Health, Wheels Up and Celularity.

Ms. Gasaway is repeatedly recognized in Chambers Global and Chambers USA, and was named a Woman of Influence by the Los Angeles Business Journal in 2021 and a Top Women Lawyer by the Daily Journal in 2020. She also was named Best in Capital Markets at Euromoney’s 2020 Women in Business Law Americas Awards and was a key member of the deal team recognized by the Daily Journal with a California Lawyer Attorneys of the Year (CLAY) award for innovative work on behalf of Livongo Health, Inc. in its $18.5 billion acquisition by Teladoc Health, Inc. which was the largest-ever M&A transaction in the digital health sector (2021). She also was named one of The Deal’s 2020 Top Women in Dealmaking and has been named to The Legal 500 U.S., IFLR1000 and The Best Lawyers in America.

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
  • Florida

P. Michelle Gasaway