The following is an excerpt from Practice Perspectives: Vault's Guide to Legal Practice Areas.
Jonathan Michels, Partner—Americas Capital Markets
Jonathan Michels is a partner at White & Case and a member of the firm’s Capital Markets practice group. Based in New York, Jonathan’s practice primarily focuses on public and private capital markets transactions, including high-yield and investment-grade debt offerings, exchange offers, tender offers, consents solicitations and other liability management transactions, bridge and other acquisition financing commitments, and other capital markets transactions, representing issuers, sponsors, and investment banks in a wide variety of industries in the United States, Latin America, and elsewhere abroad. In addition to his client work, Jonathan also serves as the chair of White & Case’s New York Workplace Committee, in charge of recommending, supporting, and implementing initiatives in the New York office to promote a vibrant, productive, engaged, and collegial culture and work environment.
Describe your practice area and what it entails.
I am a partner in White & Case’s Americas Capital Markets practice group, specializing in leveraged finance. Various subsections sit under the umbrella of our Capital Markets practice group, including debt capital markets/high-yield, equity capital markets, securitization, investment funds, and derivatives. My focus is on debt capital markets/high-yield, which we often look at side by side with our Bank Finance practice group, together comprising our Leveraged Finance practice.
What types of clients do you represent?
I work with a variety of clients, ranging from corporate issuers looking to raise financing for various strategic initiatives to financial institutions acting as advisors and underwriters for securities offerings to private equity sponsors looking to successfully execute on leveraged buyouts. Our leveraged finance team has successfully established a roster of premier clients, seeking to create an optimal balance between sponsor/issuer-side and financial institution-side representations. Just over the last few months, I have advised (i) corporate issuers, like Hertz and Transocean, on their debt financing transactions; (ii) private equity sponsors like Stone Point Capital on its $4.2 billion acquisition of Duff & Phelps; and (iii) financial institutions, like Deutsche Bank, Jefferies, and Bank of Montreal, in their roles as underwriters and dealer managers on new bond issuances and related liability management exercises.
I also often work very closely with our Financial Restructuring and Insolvency team in connection with both out-of-court and in-court high-profile restructuring mandates, so I frequently represent both distressed issuers and top-tier hedge funds in connection with their efforts to recapitalize a business or pursue other strategic initiatives.
What types of cases/deals do you work on?
Our deals require us to manage complex, multijurisdictional transactions and work seamlessly alongside teams of White & Case lawyers from around the world. Transactions can take many forms, but a good recent example is my representation of Hertz in connection with its successful refinancing transactions that resulted in a meaningful deleveraging of its balance sheet. We advised Hertz in connection with an over-subscribed US$750 million equity rights offering, followed by a US$500 million senior notes offering, the proceeds of which were used to refinance existing debt. The multifaceted financing transactions evidenced our expertise in advising clients across various capital markets instruments in order to identify and execute on transactions that achieve our clients’ best interests while working seamlessly across our capital markets practice to bring such expertise to bear in an efficient and strategic manner.
On the acquisition finance front, we need to be able to navigate the multiple stages of complex acquisition transactions across the entire life cycle of a high-yield committed acquisition financing structure, from financing commitment to the funding of a bridge loan to successful execution of a take-out bond financing. A good recent example of such a transaction is my representation of Bank of Montreal in connection with the financing for Ensign Energy Services Inc.’s acquisition of Trinidad Drilling Ltd. The financing for the acquisition transactions included (i) a CAD$1,250 million revolving credit facility, the proceeds of which were used by Ensign to acquire Trinidad, (ii) a change of control offer and related consent solicitation by Trinidad relating to Trinidad’s existing notes, (iii) a US$700 million bridge loan, the proceeds of which were used by Ensign to purchase the Trinidad notes tendered in the change of control offer and repay indebtedness of Ensign, and (iv) the sale of US$700 million senior notes by Ensign to repay in full the bridge loan.
How did you choose this practice area?
I walked into White & Case as a summer associate in 2006 with a general idea that I wanted to do something “finance” related, since I was a finance major in undergrad and had been entertaining investment banking jobs out of college. So naturally my first rotation was through our litigation practice group—fantastic group, even better attorneys, but wasn’t for me. So, I pivoted into rotations through our Bank Finance, Capital Markets, and M&A practice groups. The hook into Capital Markets, though, was set by the fortunate timing of my rotation through the group, which coincided with our representation of Visa Inc. in connection with its IPO—at the time, the largest domestic IPO in history. The transaction was enormous in scope, was incredibly high profile, and there was more than enough work to go around, which allowed me to dive into it in a way that I never thought I would be able to as a summer associate. I never looked back—I ended up in Capital Markets, and while my focus has shifted to debt more than equity, I still look back at that opportunity as a primary driver of where I am today. The moral of the story: Follow the work you enjoy for the people you enjoy working with, who provide you the platform to succeed, and you’ll find the right practice area.
What is a typical day like and/or what are some common tasks you perform?
Wake up, quick run through emails on my phone to assess the overnight traffic, walk our dog, and have a coffee. Jump on my home computer to fire off a few emails, just to get some things in motion before I head to the office. Most of the 9-5 is navigating various calls and meetings on a variety of transactions—working through issues lists with clients on transaction documents, negotiating key provisions with opposing counsel, and fielding questions and comments from my team. Time not spent talking in one way or another is mostly spent drafting and revising deal documents, including terms of debt securities, covenants, and disclosures about a company in its offering document. I try to sneak out for client lunches on most days, just to keep up with close friends and contacts. Evenings are often filled with firm events (meeting a new hire, participating in a recruiting initiative, attending office or group meetings) or client events (closing dinners or business development events), or maybe just a quick trip to one of the various restaurants in our building with colleagues to download on the day. I go home to watch a new Schitt’s Creek episode with my girlfriend, walk our dog, and go to bed.
What training, classes, experience, or skills development would you recommend to someone who wishes to enter your practice area?
Keep in mind, most skills of a transactional lawyer will be learned on the job, so don’t sweat not having the perfect law school class to teach you to be a deal lawyer. Look for practical classes—I took a class called “Acquiring a Business,” where we did mock buy-side and sell-side negotiations of a model asset purchase agreement. It was very helpful just to start thinking about issues from different perspectives and articulating arguments to advance your client’s position. Securities law, corporate finance, and tax are also useful. You are looking to find building blocks, knowledge to leverage—you’ll develop the real skills in the trenches once you are on board.
What do you like best about your practice area?
Integration with other practice groups at our firm. In an environment where clients increasingly demand 360-degree representation on all aspects of a transaction, our high-yield practice consistently delivers top-tier advice, side by side with W&C’s highly regarded Bank Finance, M&A, Private Equity, Restructuring, Securitization, and Project Finance practices. Our ability to offer market-leading high-yield service in a cross-practice context is a prerequisite for many of our clients, especially our international clients. We have the ability to step into complex, bespoke transactions, which evidence our team’s critical contributions across other practices in addition to our work on new issuance capital markets financings, which provides opportunities for our high-yield team that we believe are very unique to our practice.
What is unique about your practice area at your firm?
We have an expansive overseas network of offices and deep local resources that few, if any, other firms can match. This breadth of our U.S. and international footprint, and our seamless integration of teams across offices, enables our high-yield practice to spearhead the execution of complex, multijurisdictional offerings. Our high-yield practice stands apart from other firms in our ability to understand intricate transactions on a global scale and apply that knowledge and experience in structuring innovative deals for both our issuer and financial institution clients.
Our market-leading transactional practices in Latin America (including Brazil and Mexico) and Europe (including the U.K., France, Germany, and Italy) provide unique access to, and opportunities with, marquee clients seeking to issue debt and/or execute on other complex liability management transactions in the U.S. debt capital markets, which drives our team’s ability to secure mandates that capitalize on, and benefit from, our extensive experience and expertise in cross-border offerings.
What are some typical tasks that a junior lawyer would perform in this practice area?
Learn our client’s business. Draft a disclosure document describing that business. Draft transaction documents, including underwriting agreements, commitment papers, closing certificates, and orders. Diligence, including identifying risks we may need to disclose to potential investors. Work with auditors on comfort letters. Field calls from your counterpart at banks as they work through financial models and investor presentations. Start to learn covenant packages. Build early relationships with clients that will be long lasting. ASK QUESTIONS!
What kinds of experience can summer associates gain in this practice area at your firm?
See the answer directly above! I don’t like to distinguish between “summer associates” and “junior associates” when it comes to work experience and tasks you can tackle. You are part of the team when you walk in the door, and I want you to be fully involved from day one. You learn by doing, and there is no reason for the “doing” to wait until you are back as a first year. Hit the ground running, we’ll get you in the mix, and when you come back full time, you will have experience to build on out of the gate.