Michelle Gasaway



Corporate Finance and Capital Markets

Los Angeles

T: +1.213.687.5122

F: 1.213.621.5122


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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 public and private offerings of high-yield debt, investment grade debt, convertible debt and equity securities, initial public offerings, 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.

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

  • 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;
  • Triangle USA Petroleum Corporation in its rights offering and the other corporate finance aspects of its pending restructuring;
  • ONEOK, Inc. and ONEOK Partners, L.P. in connection with the corporate finance aspects of ONEOK’s proposed $9.3 billion acquisition of all of the outstanding common units of ONEOK Partners it does not already own;
  • Noble Energy in connection with the corporate finance aspects of its pending 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;
  • Anchorage Capital Group in an investment in senior secured second lien notes and perpetual convertible preferred units of Breitburn Energy Partners LP;
  • Veritas Capital in connection with the corporate finance aspects of several acquisition transactions, including the $485 million offering of senior notes by StandardAero;
  • 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, 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;
  • Joh. A. Benckiser GmbH in connection with the equity financing of its $9.8 billion acquisition of D.E Master Blenders;
  • the underwriters in multiple registered offerings of senior notes and equity by Crown Castle International Corporation;
  • the underwriters in multiple registered offerings of senior notes by Fidelity National Information Services, Inc., including to fund, in part, the $9.1 billion acquisition of SunGard;
  • the underwriters in the $2.3 billion initial public offering by General Growth Properties, Inc. following its emergence from bankruptcy (the largest U.S. real estate bankruptcy at the time), and its subsequent $250 million offering of cumulative redeemable preferred stock;
  • DineEquity, Inc. in its $1.8 billion refinancing of securitized debt and preferred stock with a new credit facility and senior unsecured notes and a tender offer for the securitized debt; and
  • Delphi Corporation in its $3.9 billion registered rights and warrant offerings in connection with its restructuring.

Bar Admissions

New York


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)