Michelle Rutta
Biography
Overview
Michelle Rutta is a partner in White & Case's New York office and a member of the Securities Group and M&A Group, with over 30 years of experience in securities law, corporate governance, acquisition finance, high-yield debt and complex securities offerings, often using her knowledge to create innovative solutions for her clients.
Michelle regularly advises domestic and foreign public companies on Securities and Exchange Commission, stock exchange, securities law compliance and disclosure matters and general corporate and governance issues. Clients also seek Michelle's advice in connection with M&A of public companies, stock and asset purchases of private companies, spin-offs, leveraged buyouts and other acquisition transactions.
Clients who benefit from her counsel also include as issuers and underwriters in a variety of public and privately placed debt and equity securities transactions, and issuers and dealer-managers in tender offers and consent solicitations.
Michelle has represented companies in numerous acquisition financings in the healthcare industry, with a transaction history that includes high-yield, bank and equity financings for LifePoint Hospitals, Triad Hospitals, Healthtrust, Inc. and Omnicare, Inc. Michelle advised Omnicare, Inc. in financing its acquisition of NCS HealthCare, Inc., which included the first ever issuance of a contingent interest, contingent convertible trust preferred security.
Michelle has extensive experience in the retail industry, having represented the underwriters in numerous capital markets transactions for issuers including CVS Health Corporation, Reebok International Ltd., Phillips-Van Heusen Corporation and JC Penney Company, Inc. Other significant deals in which Michelle was involved include her representation of NBC Universal, Inc. in negotiating joint venture ownership arrangements for Universal City Florida Holding Co. and in a related high-yield financing.
Michelle has represented acquirers, targets, boards of directors, special committees and investment banks in numerous negotiated and unsolicited, public and private strategic transactions, including the CBS Corporation acquisition of CNET Networks, Inc., the Walt Disney Company acquisition of Capital Cities/ABC, the HCA acquisition of Healthtrust, the Eridania Béghin-Say S.A. acquisition of American Maize-Products Company and the Community Health Systems acquisition of Triad Hospitals.
Experience
Recent matters include the representation of:
EchoStar Corporation, a premier technology and networking services provider, on its entry into a definitive agreement to combine with DISH Network in an all-stock merger with a total enterprise value of $28.4 billion.
Macquarie Infrastructure Corp. (NYSE: MIC) and its related entities in the sale of three businesses, including (i) the US$4.475 billion sale of its Atlantic Aviation business to KKR; (ii) the US$2.685 billion sale of International-Matex Tank Terminals to Riverstone Holdings LLC.; and (iii) the US$514 million sale of the MIC Hawaii businesses to Argo Infrastructure Partners, LP.
Macquarie Infrastructure Partners II in the US$1.212 billion sale of Gadus Holdings Corporation, the parent company of WCA Waste Corporation, to GFL Holdco (US), LLC, a subsidiary of GFL Environmental Inc.
LifePoint Health, Inc., a NASDAQ-listed nationwide healthcare provider, in its pending US$5.6 billion sale of the company to RCCH HealthCare Partners, which is owned by certain funds managed by affiliates of Apollo Global Management, LLC.
ETF Securities Ltd.'s sale of its European commodities exchange traded fund business to Wisdom Tree in a US$611 million cash and stock transaction.
Zimmer Holdings, Inc. (NYSE and SIX: ZMH), a world leader in musculoskeletal health solutions, in its US$13.35 billion deal to acquire Biomet, Inc., one of the world's leading medical device manufacturers.
The Walt Disney Company in its offering and sale of US$500 million 2.125% Notes due 2022 and listed on the Luxembourg Stock Exchange.
Macquarie Infrastructure Company LLC in financing its US$1.025 billion acquisition of the remaining interest in the holding company of International-Matex Tank Terminals (IMTT), the fuel storage terminal company, which was not already owned by the company.
Special Committee of the Board of Directors of GFI Group Inc., (NYSE: GFIG), the New York brokerage and clearing house, in the successful completion of a tender offer by BGC Partners, Inc. (NASDAQ: BGCP), a leading global brokerage company servicing the financial and real estate markets, for the outstanding shares of GFI, resulting in an equity value of approximately US$780 million and an enterprise value of US$1 billion.
Omnicare, Inc. in connection with its public offering of US$400 million principal amount of 4.75% Senior Notes due 2022 and US$300 million principal amount of 5.00% Senior Notes due 2024.
The Walt Disney Company in its offering and sale of C$1.25 billion 2.758% Notes due 2024.
LifePoint Health, Inc., as issuer in connection with the issuance of US$400 million in aggregate principal amount of its 5.5% Senior Notes due 2021.
The underwriters in a US$1 billion high-yield bond and common stock financing by Phillips-Van Heusen Corporation to fund its acquisition of Tommy Hilfiger B.V.
Avast plc (LSE: AVST), one of the world's largest cybersecurity companies, on the carve-out disposal of its Family Safety Mobile Business to Smith Micro Software, Inc. (NASDAQ: SMSI).
Omnicare, Inc. in a US$2.3 billion financing to fund its acquisition of Neighborcare, Inc., consisting of 30-year contingent convertible bonds, high-yield bonds and common stock.
Macquarie Infrastructure Company LLC in financing its acquisitions of six fixed-base operations and one hangar under construction.
The underwriters in a US$5.5 billion financing by CVS Health Corporation consisting of fixed- and floating-rate notes and enhanced capital advantaged preferred securities.
Listed among Thompson Reuters Stand-out Lawyers, and selected therein by clients as one of the most outstanding lawyers worked with, 2023
Listed among IFLR1000's Women Leaders Guide for M&A in the United States, 2021
Listed in Euromoney's Women in Business Law Guide for Corporate/M&A, 2021
Leading Individual for Corporate Governance in the United States, Euromoney's Banking Finance and Transactional Expert Guide, 2021
