Michelle Earley

Michelle Earley handles a wide range of corporate and securities matters for public and private companies with a strong focus on securities offerings, public disclosures, mergers and acquisitions and corporate governance.

Michelle has extensive experience representing issuers and selling stockholders in registered public offerings, Rule 144A transactions as well as equity and debt private placements, and merger and acquisition transactions. She also advises management and boards of directors on general corporate governance matters.

Prior to joining O’Melveny, Michelle was a partner at an international, full-service law firm, where she served in various leadership positions, including Co-Chair of the Capital Markets practice.

Capital Markets Experience

• Solutions by Text in its growth investment from Edison Partners with participation from Stifel Venture Bank
• Lamar Advertising in over US$1.80 billion of Rule 144A (high-yield) offerings of senior notes and related exchange offers
• Lamar Advertising in its US$400 million at-the-market offering
• Conflicts Committee of Spectra Energy Partners, LP (SEP) in the completed conversion of all of Enbridge Inc.’s incentive distribution rights (IDRs) and general partner economic interests in SEP into 172.5 million newly issued SEP common units
• Helix Energy Solutions Group, Inc. in a public offering with gross proceeds of nearly US$230 million
• Helix Energy Solutions Group, Inc. in a US$125 million offering of 4.25% Convertible Senior Notes due 2022
• Large offshore oil and gas operator in its US$100 million at-the-market offering
• Oil field service company in two separate US$50 million at-the-market offerings
• Regulated utility company in its US$175 million private placement of its unsecured senior notes and its US$835 million exchange offer of senior secured notes
• Large offshore oil and gas operator in its US$200 million public senior convertible notes offering
• Master limited partnership in its private placement of payment-in-kind securities, Rule 144A offering of senior notes, public offerings of equity securities, and private debt offerings and subsequent exchange offers
• Various issuers in Rule 144A note offerings, exchange offers, high-yield note offerings, and other equity and debt offerings (registered and private)
• Several Fortune 1000 clients in Securities Exchange Act and Securities Act matters

Mergers and Acquisitions Experience

• Adaptive3D in its sale to Desktop Metal, Inc. (NYSE: DM)
• Ashford Inc. in its completed combination with Remington Holdings, LP
• Lamar Advertising in its US$418.5 million acquisition of another outdoor advertising company
• Conflicts Committee of Crestwood Equity Partners LP in Crestwood Equity Partners’ merger with Crestwood Midstream Partners LP, forming a publicly-traded partnership (enterprise value of US$7.5 billion)
• Crestwood Midstream Partners, LP in connection with its public offering of US$125 million in common units
• Crestwood Midstream Partners LP in its acquisition of RKI Exploration & Production's 50% interest in the Jackelope Gas Gathering Services, L.L.C./Access Midstream Partners L.P. joint venture
• Merit Energy Company in MMGJ Hugoton III, LLC’s acquisition of 100% of both the issued share capital of BHP Billiton Petroleum (Arkansas) Inc. and the membership interests in BHP Billiton Petroleum (Fayetteville) LLC from BHP Billiton Ltd. for US$300 million
• Pillarstone Capital REIT in its acquisition of 14 real estate assets from Whitestone REIT (transaction value of approximately US$84 million)
• Range Resources Corporation in the sale of producing oil and gas properties to Castleton Resources LLC for US$245 million
• South Texas Implement Co. in the sale of 11 John Deere dealerships to Ag-Pro Companies
• Southcross Holdings Borrower LP in the sale of the Robstown NGL fractionation facility to EPIC Midstream Holdings, LP
• Team, Inc. in the planned acquisition of all outstanding shares of Furmanite Corporation (a stock-for-stock transaction valued at approximately US$335 million)
• Publicly-traded utility in its US$4.7 billion acquisition by an investor group
• Publicly-traded industrial services company in its US$335 million acquisition of a publicly-traded industrial services company
• Publicly-traded software company in its US$135 million acquisition of a company engaged in end-user experience and web application performance monitoring
• Publicly-traded distributor and contract manufacturer of specialized components in multiple acquisitions, dispositions, and securities matters
• Privately held data analytics company in its sell to a private equity group