Jonathan Michels is a partner in the New York office of White & Case LLP, and a member of the Firm's Capital Markets Practice. Jonathan's practice focuses on public and private securities offerings, including high yield debt offerings, exchange offers and initial public offerings, as well as bridge financing commitments, debt tender offers, consent solicitations and other capital market transactions in a wide variety of industries in the United States, Latin America and elsewhere abroad.
Jonathan's work also includes counseling clients on corporate governance practices, corporate advisory matters and ongoing disclosure and compliance requirements under US securities laws.
Representation of Fortis Inc., a leader in the North American electric and gas utility business, in connection with (i) an approximately US$2 billion bridge loan commitment provided by Goldman Sachs Bank USA and (ii) an approximately US$1.7 billion bridge loan commitment provided by The Bank of Nova Scotia. The bridge loan commitments were entered into in connection with Fortis Inc.'s pending acquisition of ITC Holdings, the largest independent electric transmission company in the US based in Novi, Michigan.
Representation of Anthem, one of the nation's largest health benefits companies, in connection with a US$26.5 billion bridge loan commitment provided by a group of lenders, including Bank of America Merrill Lynch, Credit Suisse and UBS. The bridge loan commitment was entered into in connection with Anthem's pending acquisition of Cigna Corporation.
Representation of Morgan Stanley, Deutsche Bank and Bank of America Merrill Lynch, as joint bookrunning managers, in connection with an offering of US$600 million of 5.875% senior notes due 2023 by SS&C Technologies, a leading provider of mission-critical products and services to the global financial services industry. The proceeds of the offering were used to finance a portion of the purchase price of SS&C Technologies' acquisition of Advent Software. Also represented the banks in connection with the related bridge commitments for a US$500 million debt bridge facility and a US$400 million equity bridge facility.
Representation of Deutsche Bank in connection with a US$1.0 billion bridge loan commitment to Owens-Illinois, the largest manufacturer of glass containers in the world, to fund its acquisition of certain assets of Vitro, S.A.B. de C.V.
Representation of Deutsche Bank in connection with a £3.3 billion bridge loan commitment to Ball Corporation, one of the world's leading suppliers of metal packaging to the beverage, food, personal care and household products industries, to fund its acquisition of Rexam PLC, a public limited company registered in England and Wales.
Representation of Oi S.A., one of Brazil's largest telecommunications companies, in connection with the issuance of its common shares and preferred shares, including shares represented by American Depositary Shares, the value of which was approximately US$6.24 billion, a portion of which were issued in connection with the contribution of all of the operational assets in Portugal, Africa and Asia of Portugal Telecom, one of the principal integrated telecommunications service providers in Portugal, to Oi.
Representation of Votorantim Cimentos S.A., the largest cement company in Brazil and part of the Votorantim Group, which is one of the largest privately held conglomerates in Brazil and Latin America, in connection with the issuance of its 3.250% Euro-denominated Notes due 2021 in an aggregate principal amount of €650 million, a portion of the net proceeds of which were used to fund its concurrent tender offer for a series of its existing notes.
Representation of Jefferies LLC, as sole book-running manager, and Fifth Third Securities, Inc., Natixis Securities Americas LLC, PNC Capital Markets LLC, RBS Securities Inc., SMBC Nikko Securities America, Inc. and SunTrust Robinson Humphrey, Inc., as co-managers, in connection with the issuance of US$750 million in aggregate principal amount of 6% senior notes due 2021 by Salix Pharmaceuticals, Ltd., a specialty pharmaceutical company dedicated to acquiring, developing and commercializing prescription drugs and medical devices used in the treatment of a variety of gastrointestinal disorders.
Representation of Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, as global coordinators, joint bookrunners and initial purchasers, and Deutsche Bank Securities Inc. and Santander Investment Securities Inc., as joint bookrunners and initial purchasers, in the issuance by Offshore Drilling Holding S.A., an offshore drilling company focused on owning and operating a fleet of state-of-the-art offshore drilling units with shallow water, midwater, deepwater and ultra-deepwater capabilities, of US$950 million in aggregate principal amount of its 8.375% senior secured notes due 2020.
Representation of Goldman, Sachs & Co., Jefferies LLC, Credit Suisse Securities (USA) LLC, DNB Markets, Inc., Raymond James & Associates, Inc. and SunTrust Robinson Humphrey, Inc., as initial purchasers, in connection with the issuance by Alere, Inc., a major global developer, manufacturer and marketer of consumer and professional medical diagnostic products, of US$425 million in aggregate principal amount of 6.5% senior subordinated notes due 2020.
Representation of Visa Inc. in connection with its US$19.7 billion IPO and listing on the NYSE. The IPO was the largest in US history.
Kelo v. City of New London: Is the Response to Curb the Effect of the Supreme Court Decision Going Too Far?, 37 Seton Hall L. Rev. 527, 2007
Rising Star, Securities & Corporate Finance, New York Metro 2015, Super Lawyers
Rising Star, Securities & Corporate Finance, New York Metro 2014, Super Lawyers