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Michelle has extensive experience in acquisition finance, high-yield debt and complex securities offerings, often using her knowledge to create innovative solutions for her clients.
Clients who benefit from her counsel include both issuers and underwriters in a variety of public and privately placed debt and equity securities transactions, as well as issuers and dealer-managers in tender offers and consent solicitations.
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. In addition, she regularly advises clients on Securities and Exchange Commission, securities law compliance and disclosure matters and general corporate and governance issues.
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.
Michelle worked as part of the team of the Firm's lawyers that advised 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.
Michelle led the Firm's lawyers that represented 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.
Michelle represented the 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. The transaction marks one of the most complex hostile M&A transactions.
Michelle represented 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.
Michelle represented LifePoint Hospitals, Inc., a leading hospital company that operates general acute care hospitals primarily in non-urban communities in the United States, as issuer in connection with the issuance of US$400 million in aggregate principal amount of its 5.5% Senior Notes due 2021.
Michelle advised 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.
Michelle represented 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.
Michelle advised Macquarie Infrastructure Company LLC in financing its acquisitions of six fixed base operations and one hangar under construction.
Michelle represented 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.
Michelle advised The Walt Disney Company in a commercial paper program, a US medium-term note program and a European medium-term note program.