Michael represents companies, boards of directors, investment banks, private equity firms and institutional investors in domestic and cross-border, public and private debt and equity securities offerings and related capital markets, acquisition finance, M&A, private equity and restructuring transactions, for both domestic companies and foreign private issuers.
He also works on corporate governance matters for a variety of companies.
Michael frequently advises on a full range of domestic and cross-border capital markets, financing and related M&A matters, including IPOs and other listings, debt and equity offerings, block trades, SPACs and de-SPAC transactions, tender offers, proxy solicitations, high yield debt offerings, 144A and Regulation S offerings, investment grade offerings, ATM programs, exchange offers, consent solicitations, liability management transactions, commitment papers, acquisition financings, restructurings, private placements and convertible debt issuances.
He also has extensive experience with corporate governance matters, SEC compliance issues, NYSE/Nasdaq matters, cross-border capital markets matters and Sarbanes-Oxley concerns.
Before joining Freshfields, Michael was a corporate partner with Fried, Frank, Harris, Shriver & Jacobson LLP.
Equity Offerings
- Indivior plc in connection with its Nasdaq listing
- AstraZeneca plc in connection with its NYSE listing and US capital markets transactions
- Ashtead plc in connection with its Nasdaq listing and US redomiciliation
- International General Insurance Holdings Ltd. in connection with its Nasdaq listing
- Verlinvest S.A. in connection with underwritten and Rule 144 block trades related to Vita Coco
- The London Stock Exchange Group plc in connection with US equity capital markets transactions
- Bunzl plc in connection with its US ADR offering
- Underwriters on Ares Capital Corporation’s SEC-registered equity offerings and ATM program
- Underwriters on Sally Beauty Holdings’ equity offerings
- AST SpaceMobile, Inc. in connection with its SEC-registered equity offerings
- Lilium GmbH in connection with its SEC-registered equity offerings, ATM program, PIPE transactions, registered direct offerings (RDO’s), confidentially marketed public offering (CMPO), standby equity purchase agreement (SEPA) and warrant issuances
- KLX Energy Holdings, Inc. on its Nasdaq listing and spin-off from KLX Inc.
- CarLotz, Inc. on its Nasdaq listing and de-SPAC business combination
- Underwriters on the IPOs of foreign private issuers Canaan Inc. and 111, Inc.
- Underwriters for the ADR issuances by foreign private issuer 21Vianet Group, Inc.
- SEC-registered offerings of foreign private issuers XPeng Power Ltd., Baozun, ZTO Express and Huazhu
- La Française des Jeux on its IPO and listing on Euronext Paris
- Merck & Co. on Beigene Ltd.’s IPO and listing on Nasdaq
- CTI Biopharma on its US redomestication merger and delisting from the Italian stock exchange
- CVC Capital as selling shareholder in sell-downs of Liberty Formula 1 common stock.
- Goldman Sachs funds as selling shareholders in numerous secondary offerings including TransUnion, Burger King, Limelight, Americold, Avantor, Markit, Endurance, Sprout Social and Benefitfocus
- New Enterprise Associates in connection with the sale of its shares of Tuya, Inc.
- US IPOs of Covia, Molekule Group, Susser, Kirklands, Ares Capital, CVR Energy, MRC Global, The Nasdaq Stock Market, CVR Partners, Dick’s Sporting Goods, Knoll, Gerald Stevens, Polo Ralph Lauren, Gerber Childrensware, Susser Holdings, The Pantry, Sola International, CasTech Aluminum, Packard BioScience and Waters Corporation.
Debt Offerings
- AST SpaceMobile, Inc. in connection with multiple convertible debt offerings
- Convatec plc in connection with its 144A debt offering
- Verlinvest S.A. in connection with the issuance of convertible notes by Oatly Group AB
- Cazoo Group Ltd. in connection with its 144A high yield and convertible debt offerings
- 3D Systems, Inc. in connection with its convertible debt offering
- Intercontinental Hotels Group plc in connection with its EMTN program
- Barings in connection with its purchase of high yield notes in the restructuring of Party City
- Underwriters on Ares Capital Corporation’s SEC-registered investment grade debt and convertible debt offerings
- Underwriters on Sally Beauty Holdings’ high yield debt offerings
- Underwriters on The Kroger Co.’s SEC-registered investment grade debt offerings
- Underwriters on Ares Strategic Income Fund’s debt offerings
- Underwriters on Republic Services Corp.’s SEC-registered debt offerings
- Underwriters on Prudential plc’s debt offerings
- Underwriters on Procter & Gamble’s SEC-registered debt offerings
- Merck in connection with its investment grade debt offerings
- Team Inc. on its new $250 million term loan, new $150 million ABL facility and repurchase of $137 million of convertible notes.
- High yield debt offerings by, among others, CVR Energy, JoAnn Stores, KLX Energy, Sally Beauty, CVR Refining, Sinclair Broadcast, MRC Global, Euramax, Pregis, Quiksilver, Global Cash Access, Centennial Communications, Nextel Communications, Orion Power, Crown Paper, Apria Healthcare, Alamo Rent-A-Car, Penske Automotive Group, Titan International, Michaels Stores, Winn-Dixie Stores and A&P Supermarkets
SPACs/De-SPACs
- SPAC IPO of blueacacia ltd.
- SPAC IPO of OneIM Acquisition Corp.
- International General Insurance in connection with its de-SPAC business combination with Tiberius Acquisition Corp.
- Cazoo Group Ltd. in connection with its de-SPAC business combination with Ajax 1
- A major shareholder in ReNew Power in ReNew’s $8 billion de-SPAC business combination with RMG Acquisition Corp. II
- CarLotz on its Nasdaq listing and de-SPAC business combination with Acamar Partners Acquisition Corp.
- National Petroleum Services on its Nasdaq listing and de-SPAC business combination with National Energy Services Reunited.
Public M&A
- Mubadala in connection with the $6 billion acquisition of Clear Channel Outdoor Holdings
- Celsius on its $1.8 billion acquisition of Alani Nutrition LLC (Alani Nu)
- SubSea7 S.A. in connection with its European cross-border merger with Saipem S.p.A.
- CVC in connection with its minority investment in Acronis AG and EQT's acquisition of a majority interest in Acronis AG
- Japan Tobacco in connection with its acquisition of Vector Group
- Cinven’s all-cash sale of the Kurt Geiger business to Nasdaq-listed Steve Madden
- Telefonaktiebolaget LM Ericsson on its $6.2 billion acquisition of Vonage Holdings Corp.
- Wincor Nixdorf GmbH on its sale to Diebold Nixdorf Inc.
- Groupe Bruxelles Lambert in connection with a Swiss tender offer and restructuring
- Antonioli Boutique SA in connection with its sale to Nasdaq-listed Farfetch
- Hellman & Friedman in connection with its acquisition of German listed company Zeroplus
- Formula 1 and CVC Capital on the sale of Formula 1 to Liberty Media Corporation
- Priory Group and Advent International on the sale of Priory to Acadia Healthcare, Inc.
- Cinven on the sale of Host Europe to Go Daddy
- Windstream in connection with the acquisitions of Earthlink and Broadview
- SCR-Sibelco NV and Unimin Corporation on Sibelco’s acquisition of Fairmount Santrol Holdings Inc.
- Blackstone portfolio company, Schenck Process Group, on the sale of its food and performance materials business to Hillenbrand, Inc.
- Hellman & Friedman in the sale of Wood MacKenzie to Verisk Analytics
- AeroClean Technologies, Inc in connection with its all-stock merger with Molekule, Inc.
- AstraZeneca on its $39 billion acquisition of Alexion Pharmaceuticals.
- London Stock Exchange on its $27 billion acquisition of Refinitiv
- KLX Energy Holdings on its all-stock merger with Quintana Energy Services.


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