P. Michelle Gasaway

Ms. Gasaway has worked on transactions that include: initial public offerings (IPOs); pre-IPO investments and PIPEs; 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.

Clients from a broad range of industries, including technology, fintech/trading, energy, natural resources, retail, real estate, hospitality, leisure and entertainment, call on Ms. Gasaway to handle their most important capital markets matters.

Ms. Gasaway has repeatedly been recognized in Chambers USA, in addition to being 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 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 Living 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 as 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.

Initial Public Offerings and Multi/Dual-Track Processes

Ms. Gasaway has been involved in IPOs for founder-led companies, private equity portfolio companies and others, including in connection with complex transactions related to spinoffs, acquisitions and Up-C structures, such as, more notably:

• Mobileye Global Inc., in its $1 billion IPO and concurrent private placement;
• Dole plc, a newly created company formed for the combination of Total Produce plc and Dole Food Company, Inc., in its $400 million IPO;
• Affirm Holdings, Inc. in its $1.3 billion IPO;
• the separation of Apartment Investment and Management Company (Aimco) into two, separate and distinct, publicly traded companies, Apartment Income REIT and Aimco; and
• Vencore Holding Corp., a portfolio company of Veritas Capital, in connection with a dualtrack 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.

Acquisition and Other Transaction Financing

Ms. Gasaway regularly represents clients on acquisition financing transactions, as well as other securities aspects of mergers and acquisitions, including, more notably:

• Southwestern Energy Company in multiple transactions in connection with its acquisitions of Indigo Natural Resources and GEP Haynesville, including offerings of senior notes, cash tender offers, a consent solicitation for its existing notes and an exchange offer and consent solicitation for Indigo’s notes;
• Veritas Capital in connection with the finance aspects of several acquisition transactions, including high-yield bond and preferred financings, as applicable, for Cotiviti Holdings, Inc. and StandardAero;
• 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 issuers in issuances of mezzanine-style perpetual preferred stock, including to fund acquisitions and recapitalizations;
• Livongo Health, Inc. in its acquisition by Teladoc Health, Inc.;
• Caesars Entertainment Corporation in its acquisition by Eldorado Resorts, Inc.;
• Zayo Group in its acquisition by Digital Colony and EQT; and
• Total Produce in its acquisition of Dole

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 and placement agents, most recently including: Dragonfly Energy, Voltus, American Express Global Business Travel, WeWork, SoFi, Vertiv Holdings, Eve Urban Air Mobility, SIGNA Sports United, Blacksky, Berkshire Gray, Opendoor, Cano Health, Wheels Up and Celularity.

Restructuring and Recapitalization-Related Transactions

Ms. Gasaway regularly advises clients on the securities aspects of restructuring and recapitalization transactions, both in court and out of court, including, most recently:

• Noble Corporation plc in its rights offering and the other corporate finance aspects of its restructuring;
• The We Company in connection with its $5 billion in new financing from SoftBank Group Corp.;
• JAKKS Pacific, Inc. in a comprehensive transaction to recapitalize the company’s balance sheet with new debt and equity;
• Oaktree Capital Management in connection with the recapitalization of its investment in Neovia Logistics;
• Melinta Therapeutics, Inc. in its convertible financing from Vatera Healthcare Partners LLC and related transactions with funds managed by Deerfield Management Company, L.P.;
• 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.

General Capital Markets and Liability Management Transactions

Ms. Gasaway routinely advises issuers, underwriters and initial purchasers on all aspects and types of securities transactions, including:

• registered offerings of investment grade notes, including most recently by O’Reilly Automotive, Inc., Southwestern Energy Company and Xilinx, Inc.;
• Rule 144A/Regulation S offerings of secured and unsecured high-yield notes, including most recently by Jane Street Capital, Burlington Stores, Inc., Five Point Holdings, LLC and Viking Cruises Ltd.;
• offerings of convertible notes, including most recently by Burlington Stores, Inc., Coupa Software Incorporated and Insight Enterprises, Inc.;
• committed equity lines, including most recently by Dragonfly Energy and Senti Biosciences;
• “at the market offerings,” including most recently by Assembly Biosciences, Inc.; and
• the underwriters and/or dealer managers in multiple investment grade notes, preferred stock, common stock, ATM programs and other securities offerings and/or liability management transactions, including most recently by Crown Castle International Corporation, The Howard Hughes Corporation and Public Storage.