Michele is a tax lawyer who employs her training and knowledge to help clients make the best business decisions and navigate many types of complex tax issues. During her years of practice, Michele has provided counsel in a wide range of transactions, from mergers and acquisitions, capital markets and securities offerings, to financing, joint ventures, and restructurings. In recent years, Michele’s practice has evolved to include a strong focus on private equity and hedge funds and similar investment vehicles. She also has experience in, and has written extensively about, real estate investment trusts, and has advised many international clients on inbound U.S. real estate investments.
Recent Notable Matters
Upper Bay Infrastructure Partners — Acquisition of Tidewater Transportation & Terminals, a multi-commodity transportation, terminal, and marine construction and repair company serving the Pacific Northwest, from Stonepeak Infrastructure Partners. Upper Bay Infrastructure Partners was the lead investor of a group consisting of Ullico, funds and accounts under management by BlackRock, Silverfern and certain other co-investors.
Par Pacific Holdings, Inc. — acquisition of 100 percent of the equity interests in U.S. Oil & Refining Co. and certain affiliated entities for $358 million, including a 42,000 bpd refinery, a marine terminal and associated logistical system in Tacoma, Washington
AP Energy Holdings Inc and South Field Energy LLC — $1.3 billion project financing and equity arrangements for the construction of the South Field Energy project, a 1,182 megawatt combined-cycle natural gas electric generating facility located near Wellsville, Ohio
Crédit Agricole Corporate & Investment Bank — as lead arranger, in the $4.65 billion financing of McDermott International, Inc.’s all-stock combination with Chicago Bridge & Iron Company N.V., consisting of a $2.26 billion senior secured term loan facility, a $1.0 billion senior secured revolving credit facility and a $1.39 billion senior secured letter of credit facility
Rockland Capital, LLC and its affiliate, Wolverine Power Holdings, LLC — sale of 100 percent of the equity interests in Michigan Power Limited Partnership to Osaka Gas Michigan Power, LLC, a subsidiary of Osaka Gas USA Corporation
Tallgrass Energy Partners, LP — representing the Conflicts Committee of the Board of Directors of the General Partner of Tallgrass Energy Partners, LP (TEP) in the merger agreement between Tallgrass Energy GP, LP (TEGP) and TEP, in which TEGP will acquire all TEP common units held by the public
Apache Corporation — $4 billion senior revolving credit facility involving the combination of US dollars and British pounds to support Apache’s North American and North Sea operations, as borrower
Great Plains Energy Inc. — revised stock-for-stock merger of equals transaction with Westar Energy, Inc., creating a company with a combined equity value of approximately $14 billion, and with nearly 13,000 MW of generation capacity and more than 51,000 miles of distribution lines
Hydro One Limited — $5.3 billion acquisition of Avista Corporation in an all-cash transaction, establishing one of North America’s largest regulated electricity and natural gas businesses with more than $25.4 billion in combined assets
Kinder Morgan, Inc. — $1.25 billion offering of senior notes
Venoco, Inc. — creditor negotiations and Chapter 11 reorganization, which resulted in the elimination of almost $1 billion in debt. The bankruptcy proceeding was completed in four months and with the agreement of all creditor groups.
Yuhuang Chemical — project development and financing of a $1.85 billion greenfield methanol project in Louisiana
Lillis Energy, Inc. — three separate transactions consisting of a three-year $50 million credit facility; acquisition of 2,798 net acres located in the Delaware Basin from OneEnergy Partners, LLC; and a preferred stock issuance
Leading manufacturer and marketer of skin care, makeup, fragrance and hair products — acquisitions of two skin care brands, two fragrance brands and a sensory lifestyle brand*
Private equity firm — acquisition of membership interests of a company that specializes in consumer expos, events, and national touring shows and exhibits*
Allegiance Bank — $40 million offering in fixed-to-floating rate subordinated notes due 2027
Barclays Capital Inc. — public offering by certain shareholders of Green Bancorp, Inc. of 3,000,000 shares of its common stock
Leader in advanced LED lighting solutions — acquisition of a leading supplier of lighting solutions to the multifamily residential industry across the United States*
* Work completed prior to Bracewell
Publications and Speeches
"PE Funds Buying Distressed Debt," Oil & Gas Financial Journal, June 10, 2016.
“Tax Protection Agreements,” REITs: Mergers and Acquisitions, Law Journal Press, 2013.
“Tax Issues in Business Separation Transactions,” Business Separation Transactions: Spin-Offs, Subsidiary IPOs and Tracking Stock, Law Journal Press, June 2012.