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Michael is an associate in the tax group who advises private equity firms and other clients on a broad range of U.S. federal income tax matters. His practice focuses on the tax aspects of mergers, acquisitions, dispositions and other transactions, as well as business restructurings, including representations of both creditors and financially distressed companies. He also advises on the formation and operation of private equity, hedge and credit funds across a variety of investment strategies and tax structures.
Experience
Mergers & Acquisitions
- Represented New Mountain Capital in its acquisitions of Real Chemistry and Swoop, in subsequent add-on acquisitions, and in Swoop’s spinoff from Real Chemistry.
- Represented New Mountain Capital in its acquisition of Consor, a leading provider of transportation and water infrastructure engineering and consulting services.
- Represented New Mountain Capital in its majority investment to facilitate the merger of IMA Consulting and Revint Solutions, as well as representing New Mountain Capital and the resulting portfolio company (Cloudmed) in several add-on acquisitions, and its subsequent sale to R1 RCM, Inc.
- Represented TPG Capital and Francisco Partners in their carve-out acquisition of Boomi, a provider of cloud-based iPaaS, from Dell Technologies.
- Represented TPG Capital in its investment in DirecTV with AT&T.
- Represented Advent International in its take-private acquisition of Forescout Technologies, a cybersecurity company.
- Represented General Atlantic in its acquisition of US Urology Partners, a provider of a comprehensive suite of practice management capabilities to its affiliated community-based urology practices.
- Represented General Atlantic, The Vistria Group, and PANTHERx in the sale of PANTHERx, the leading independent rare pharmacy in the United States.
- Represented New Mountain Capital in the reorganization and initial public offering of Signify Health (structured as an “up-C IPO”), a leading health care platform that leverages advanced analytics, technology, and nationwide health care provider networks to create and power value-based payment programs.
Business Restructuring
- Represented Inotiv, Inc. in its chapter 11 cases to implement a comprehensive recapitalization transaction to strengthen its capital structure, preserve the going-concern value of the business, and protect the jobs of hundreds of employees through a substantial balance sheet deleveraging and bridge financing commitments to support ongoing business operations.
- Represented Hearthside Foods and its affiliated debtors in their prearranged chapter 11 cases involving approximately $3.0 billion of funded debt. Hearthside emerged from chapter 11 with approximately $600 million of liquidity and rebranded as Maker’s Pride.
- Represented holders of $2.4 billion of convertible notes issued by Wolfspeed, Inc., a global leader in silicon carbide technology, in connection with its confirmed prepackaged chapter 11 plan of reorganization. This transaction involves approximately $6.7 billion of debt and includes a restructuring support agreement entered into with the company’s key stakeholders.
- Represented an ad hoc group of senior secured noteholders and convertible noteholders of Quotient Limited, a publicly-listed European-based diagnostics company, with respect to, among other things, its chapter 11 case and recapitalization involving more than $250 million of secured and unsecured debt.
Fund Formation
- Represented Bain Capital, Audax Group, Stone Ridge Asset Management and other sponsors in launching open-end and closed-end investment funds.
- Experience in buyout funds, credit funds (including treaty, season-and-sell, and mezz structures), crypto and venture funds, and multi-strategy funds.