Michael Zeidel represents investment banks, corporate clients, and private equity sponsors and their portfolio companies in a variety of U.S. and international transactions, including public and private offerings of equity, high-yield and investment grade securities.

Bio

Mr. Zeidel has extensive experience advising on IPOs, acquisition financing and liability management transactions, including tender offers, exchange offers, consent solicitations and other significant corporate transactions. He also counsels corporate clients of all sizes across a variety of industries on an ongoing basis, assisting with the review and preparation of SEC filings, corporate governance matters and interactions with security holders, stock exchanges and other regulatory bodies. He regularly speaks at conferences and seminars on a variety of corporate finance and governance-related topics and frequently is quoted in The Wall Street Journal, Financial Times, Law360, Institutional Investor and other publications.

Significant transactions include:

  • Aircastle Limited in its $500 million offering of senior notes;
  • Barclays as placement agent in the $600 million common stock offering by Doral Financial Corporation, a portion of which was contingent financing, in connection with a proposed acquisition of assets and liabilities from the FDIC;
  • Centennial Communications Corp. in its offering of $350 million of senior floating rate notes and $200 million of senior notes, the proceeds of which were used to pay a special dividend to common stockholders;
  • Chiquita Brands International, Inc. in multiple offerings of senior notes, including the high-yield financing to fund its acquisition of the fresh express packaged salad and fresh cut fruit business from Performance Food Group Company;
  • Citigroup and Goldman Sachs as the representatives of the initial purchasers in the $2 billion offering of senior notes of Genentech, Inc.;
  • Credit Suisse, Barclays, JPMorgan and UBS as the underwriters in the $530 million common stock offering of Allscripts Healthcare Solutions, Inc. by Misys PLC;
  • Credit Suisse, RBC and Sandler O’Neill as the underwriters in the $334 million offering of common stock by First Merit Corporation, which followed the purchase and assumption of $3 billion of assets and liabilities from the FDIC, as receiver of Midwest Bank;
  • DRS Technologies, Inc. in its offerings of $350 million of senior notes, $250 million of senior subordinated notes and $300 million of convertible notes, the proceeds of which were used to fund the acquisition of Engineered Support Systems, Inc.;
  • EVRAZ North America (a subsidiary of EVRAZ plc) in its $350 million offering of senior secured notes and in its proposed initial public offering;
  • Forester (U.S.A.) Real Estate Group, Inc. in multiple offerings of senior secured notes and convertible notes;
  • Goldman Sachs, Deutsche Bank, Wells Fargo, RBC, Barclays, UBS and Morgan Stanley as joint bookrunning managers of the $2.25 billion equity offering by New GGP Inc., the successor to General Growth Properties, Inc. (the offering provided a portion of the exit financing for the largest real estate bankruptcy in history), as well as the underwriters in an offering of GGP’s preferred stock;
  • Green Bancorp in its $85 million IPO;
  • HealthSouth in its $300 million offering of senior notes;
  • the intermediaries in connection with multiple private sales of Facebook, Twitter and Palantir equity securities;
  • Martin Marietta Materials, Inc. in a number of financings, including multiple offerings of senior notes and at-the-market programs;
  • Masonite International Corporation in its offering of $275 million of senior notes and $100 million reopening, and the underwriters in Masonite’s proposed IPO and offering of $475 million of senior notes;
  • NYMEX Holdings, Inc. in its $384 million IPO, multiple secondary offerings and acquisition of the COMEX trading rights;
  • PHH Corporation in a number of financings, including multiple offerings of senior notes and convertible notes as well as tender offers, consent solicitations and other liability management transactions;
  • QIWI plc in its $212 million IPO with a listing on the NASDAQ and Moscow Stock Exchange (QIWI is the first Russian operating company to complete an IPO under the JOBS Act and the first foreign company to list on a Russian exchange);
  • Rite Aid Corporation in a number of financings, including multiple offerings of senior notes, senior secured notes, convertible notes and preferred stock, as well as exchange offers, tender offers, consent solicitations and private placements of equity securities and the $1.8 billion high-yield financing to fund its acquisition of Envision RX and the $1.7 billion high-yield financing to fund its acquisition of the Brooks and Eckerd drugstores;
  • Rain CII Carbon LLC, a subsidiary of Rain Commodities Limited (India), in its offering of senior secured notes in two tranches: a $400 million offering and a €210 million offering, the proceeds of which were used to finance a portion of Rain CII Carbon’s acquisition of RÜTGERS from funds advised by Triton;
  • UBS and Deutsche Bank as joint bookrunning mangers of the IPO by Amira Nature Foods Ltd. (a first-of-its-kind transaction involving the IPO of a new offshore parent holding company with an Indian operating company);
  • UBS and Piper Jaffray as joint bookrunning managers of the $72 million IPO by Renewable Energy Group (the first IPO of 2012);
  • the underwriters in multiple offerings of convertible notes by Aegean Marine Petroleum Network, Inc.;
  • the underwriters in an offering of convertible notes by Gain Capital;
  • the underwriters in a number of financings by Host Hotels, including multiple offerings of senior notes, exchangeable notes, common stock and at-the-market programs;
  • the underwriters in an offering of subordinated notes by People’s United Bank; and
  • Valeant Pharmaceuticals in its $1 billion offering of senior notes and in its $10 billion offering of senior notes, the proceeds of which are being used to finance its acquisition of Salix Pharmaceuticals. The notes were issued in four tranches, including a $1.5 billion offering of Euro notes. The offering was one of the largest high-yield offerings ever completed.

Mr. Zeidel was selected for inclusion in Chambers Global 2017 and Chambers USA 2016 and 2017. He has been recognized as a "leading lawyer" in IFLR1000 and was "highly recommended" in Legal 500 U.S., where he was cited as a "considerable authority in underwriter-side equity transactions," as well as for his work representing issuers and underwriters in high-yield offerings.

Credentials

Education

  • J.D., Syracuse University College of Law, 1995 (magna cum laude; Member, Syracuse Law Review; Order of the Coif)
  • B.A., George Washington University, 1992 (cum laude; Phi Beta Kappa)

Admissions

  • New York
  • Connecticut

Michael J. Zeidel