Michelle Rae Heisner

Selected Transactions and Representations - M&A

• Advised ALDI on its acquisition of Southeastern Grocers, home of the Winn-Dixie and Harveys Supermarket brands.
• Advised Galapagos, a Belgian headquartered biotechnology company listed on Nasdaq and Euronext, on its acquisition of AboundBio, a US headquartered, privately held biotechnology company focused on developing antibody-based biological therapeutics for cancers.
• Advised MiddleGround Capital in its (i) multijurisdictional carve out acquisition of PVI Holdings, a flow control distributor focused on serving MRO applications across marine, chemical, downstream energy, and W&O Supply, a distributor of valves, actuated valves, pipe, fittings and engineered solutions to the maritime industry, from Pon Holdings and (ii) acquisition of Race Winning Brands and subsequent roll-up of aftermarket performance motor sports parts suppliers around the globe.
• Advised a newly formed joint venture providing competitive intelligence and specialist data to the retail and commercial banking market. The joint venture combined Novantas, a provider of analytic advisory services and technology solutions, and Informa Financial Intelligence's FBX Group.
• Advised Daily Mail and General Trust's on the sale of its education technology business in two transactions for an aggregate approx. USD 410 million to PowerSchool and EAB Global.
• Advised PointsBet Holdings, an ASX listed corporate bookmaker with operations in Australia and the United States that has developed a scalable cloud-based wagering platform through which it offers its sports and racing wagering products, on its 5-year, USD 393 million US media partnership with NBCUniversal Media involving the sale of an equity stake in their business.
• Advised North Equity LLC in its acquisition of various digital media brands, including Domino, Popular Science, Field & Stream, Outdoor Life and Saveur.
• Advised Brazilian education business YDUQS (formerly known as Estácio Participações S.A.) on its acquisition for USD 465 million of Adtalem Educacional do Brasil, the Brazilian education business of Adtalem Global Education, a US public company.
• Advised Sika AG, a Swiss chemical company, on its CHF 2.5 billion (USD 2.55 billion) offer for Parex, mortar manufacturer.
• Advised Brookfield Business Partners on its USD 13.2 billion acquisition of Johnson Controls' Power Solutions business.
• Various de-SPAC engagements, including the de-SPACs of: Aurora Acquisition Corp. with Better HoldCo, Inc., a fully digital homeownership platform (post-money equity value of approximately USD 7.7 billion); JHD Holdings (Cayman) Limited, operating in China under the brand Ji Hui Duo®("积惠多"), with East Stone Acquisition Corporation (USD 1 billion valuation); and Okada Manila, as holder of one of the Philippines' biggest casino resorts, with 26 Capital Acquisition Corp. (USD 2.6 billion valuation).
• Advised Duff & Phelps, Goldman Sachs, Rothschild and H.C. Wainwright in connection with their roles as financial advisors to various transactions.

Selected Transactions and Representations - Capital Markets

• Advised Bank of New Zealand, one of New Zealand’s largest banks, on the establishment of its Luxembourg-listed Rule 144A Medium-Term Note Sub-Program and over USD 1.6 billion of issuances thereunder. 
• Advised National Australia Bank Limited, one of Australia’s big four financial institutions, in connection with various U.S. legal advice, including: its AUD 5.5 billion rights issue of ordinary shares in NAB in reliance on Regulation S, Section 4(a)(2) and Rule 144A; the establishment of its U.S. commercial paper program and update of its U.S. commercial paper program using its Delaware funding entity; and issuances of over USD 6.6 billion of Rule 144A Medium-Term Notes, USD 4.75 billion of Covered Bonds; and USD 7.35 billion of 3(a)(2) Medium-Term Notes. 
• Advised Queensland Treasury Corporation, the Queensland Government's central financing authority, in connection with its various U.S. legal advice, including its registered U.S. Medium-Term Note program and AUD Bond program in reliance on Rule 144A and Regulation S. 
• Advised Queensland Treasury Holdings on its AUD 806 million block trade of shares in ASX-listed QR National Limited, an Australian rail freight company, in reliance on Rule 144A and Regulation S.
• Advised ASX-listed Telstra Corporation Ltd, Australia's leading telecommunications company, in connection with various U.S. legal advice, including: its USD 1 billion issuance of senior notes in reliance on Rule 144A and Regulation S; the USD 123.6 million initial public offering of Autohome Inc., with Telstra Corporation Limited as controlling shareholder, on the NYSE and USD 410 million registered follow-on offering; and its AUD 1 billion share buyback excluding U.S. holders.

*Includes representations during work with prior law firms.

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• Women in Business Law (Americas) - Mergers & Acquisitions Lawyer of the Year Shortlist 2023 and 2024
• Women in Business Law (Americas) - Corporate Rising Star Shortlist 2022

• How Women Lead (HWL) - Member of the DC Executive Board
• Maryknoll Lay Missioners - Director
• D.C. Bar, M&A and Corporate Disclosure Subcommittee - Co-Chair
• D.C. Spartans (Michigan State University Alumni Association) - Director of Professional Development