P. Michelle Gasaway

Gasaway handles traditional and complex corporate finance and capital markets transactions. Her clients include corporations and real estate investment trusts, private equity sponsors, investment banks, and special purpose acquisition companies, or SPACs.

Her work with SPACs has developed alongside the marketplace for capital-raising. “One of the most rewarding things about my practice is that it never stops evolving,” Gasaway said. “I evolved my practice into that area, so it was one other tool in my toolbox.”

Gasaway said she’s developed a very broad capital markets practice in her 23 years with Skadden. SPACs – also called blank-check acquisition companies – have become a versatile and attractive means to raise funds especially amid the coronavirus pandemic.

“One of my goals is that I don’t stay static as a lawyer,” she said.

Her recent transactions have included representing SPAC Cohn Robbins Holdings Corp. in its $828 million initial public offering. Cohn Robbins Holdings is cofounded by investor Clifton Robbins and Gary Cohn, the former economic advisor to President Trump.

She also recently represented Capital Hedosophia Holdings Corp. II in its $600 million private investment in public equity, or PIPE deal, to fund a pending $5 billion acquisition of Opendoor Labs Inc. Opendoor is an online platform for buying, selling, and financing homes.

Gasaway said she works with each client to identify and understand their goals. It helps when all the parties are on the same page. As was the case in a recent transaction in which Gasaway represented GS Acquisition Holdings Corp., a SPAC co-sponsored by an affiliate of The Goldman Sachs Group Inc. and David Cote, former CEO of Honeywell. She represented GS Acquisition Holdings in its $1.24 billion PIPE to fund its $5.3 billion acquisition of Vertiv Holdings LLC.

Gasaway said the merger transaction was consummated quickly – within two months of signing – and PIPE investors had an effective resale registration statement for their shares within a week of closing.

“It took all the parties wanting to make it happen,” she said. “It also took the stars aligning.”

— Jennifer McEntee