Michael R. Neidell

Michael R. Neidell has extensive experience structuring, negotiating and closing a broad range of corporate transactions.

Michael represents both public and private companies in mergers, tender offers and asset and stock purchases and sales. He also represents issuers and investors in public and private equity and debt financings, including private equity and venture capital investments, initial public and secondary securities offerings, PIPEs and Rule 144A offerings.

As a member of Olshan’s Activist group, Michael counsels shareholder clients regarding Schedule 13D investments in public companies, proxy contests, hostile takeovers and other related matters.

Michael regularly advises clients regarding the preparation and filing of SEC reports and on corporate governance, securities laws and stock exchange matters. He also negotiates joint ventures and commercial contracts on behalf of corporate clients.

Prior to joining the firm, Michael was a Director and Senior Transactional Counsel at Ramius, LLC, an investment management firm, where he was the primary attorney responsible for PIPE and activist investments. He was an associate at Proskauer Rose LLP from September 1996 to December 2004.

Mergers & Acquisitions

• Represented Hallmark Financial Services, Inc. in its $60 million sale of assets related to its excess and surplus lines operations to Core Specialty Insurance Holdings, Inc.
• Represented Chatham Asset Management in its successful acquisition of R.R. Donnelley & Sons Company following its unsolicited bid to acquire the company.
• Represented an affiliate of Michael Gorzynski in its $90 million acquisition of Continental Insurance Group from HC2 Holdings, Inc.
• Represented I.D. Systems in its $140 million cash and stock acquisition of Pointer Telocation Ltd., an Israeli public company, and reorganization pursuant to which I.D. Systems and Pointer became wholly-owned subsidiaries of PowerFleet, Inc., a new public holding company dual-listed on the Nasdaq Global Market and the Tel Aviv Stock Exchange.
• Represented George Feldenkreis, founder and former Executive Chairman of Perry Ellis International, Inc., in his $437 million acquisition of Perry Ellis.
• Represented Steel Partners Holdings L.P. in its registered exchange offers for Steel Excel Inc. and Handy & Harman Ltd., a NASDAQ-listed company, in which shares of common stock of the acquired companies were exchanged for newly issued 6.0% Series A preferred units of Steel Partners listed on the NYSE.
• Represented Landry’s, Inc. in its acquisition of B.R. Guest Holdings, which owns and operates restaurant concepts including Atlantic Grill, Bill’s Bar and Burger, Blue Water Grill, Dos Caminos, Isabella’s and Strip House, from an affiliate of Starwood Capital Group. 
• Represented an affiliate of Steel Partners Holdings L.P. in its $163.8 million tender offer and going-private transaction for SL Industries, Inc.
• Represented Landry’s, Inc. in its $130 million tender offer for McCormick & Schmick’s Seafood Restaurants, Inc.
• Represented Mooney Aviation Company, Inc., a manufacturer of single-engine aircraft, in the $17.5 million sale of its assets to Soaring America Aviation Corporation, an affiliate of Shicheng Yurun (Beijing) Investment Co., Ltd.
• Represented Tilman J. Fertitta, Chairman and Chief Executive Officer of Landry’s, Inc., in a $1 billion management buyout of Landry’s.
• Represented dELiA*s, Inc., a direct marketing and retail company, in the $100 million sale of assets related to its CCS business to Foot Locker, Inc.
• Represented Alcatel in the $63.5 million sale by Alcatel and Corning Incorporated of their optical components businesses to Avanex Corporation.
• Represented Donna Karan International Inc. in its $240 million acquisition by an entity owned by LVMH Moet Hennessy Louis Vuitton S.A., Donna Karan and Stephan Weiss.
• Represented Woody Johnson in his acquisition of the New York Jets.

Private Equity, PIPE and Venture Capital Investments

• Represented founders of Torchy’s Tacos in $325 million sale of their membership interests to affiliates of T. Rowe Price, D1 Capital Partners, Lone Pine Capital and XN Capital.
• Represented PowerFleet, Inc., a Nasdaq-listed company, in a $55 million convertible note and preferred stock financing with affiliates of Abry Partners II.
• Represented Success Foods Management Group, LLC (d/b/a Torchy’s Tacos) in a significant minority private equity investment by General Atlantic.
• Represented Omni New York in a majority private equity investment by Stone Point Capital.
• Represented Firebirds International, LLC, which owns and operates Firebirds Wood Fired Grill locations nationwide, in its acquisition by Angelo, Gordon & Co.’s Private Equity Group.
• Represented NuCO₂ Inc., a Nasdaq-listed company, in its $487 million acquisition by Aurora Capital Group, a private equity firm.
• Represented Lone Star Steakhouse & Saloon, Inc., owner of the high-end Del Frisco Double Eagle Steakhouse restaurants, in its $600 million acquisition by Lone Star Funds, a private equity firm.
• Represented Portside Growth and Opportunity Fund, a Ramius fund, in over 50 PIPE transactions.
• Represented NBC in its $30 million common stock investment in World Wrestling Entertainment, Inc.
• Represented venture capital firms InFocus Capital Partners, The Argentum Group and First Analysis Corporation in a number of preferred equity investments.

Activist Matters

• Represent a number of clients in connection with M&A-related and other event-driven activist investments.
• Represented Lakeview Investment Group in the successful negotiation of a cooperation agreement with TESSCO Technologies Incorporated providing for the addition of a new independent director to the board.
• Represented Engaged Capital in its agreement with SunOpta Inc. pursuant to which Engaged Capital and Oaktree Capital Management, L.P. agreed to invest up to $60 million in the form of exchangeable preferred shares. Engaged Capital also received board representation as part of the transaction.
• Represented Ancora Advisors in its unsolicited acquisition proposal for, and successful withhold campaign at, J. Alexander’s Holdings.
• Represented SevenSaoi Capital in connection with the addition of a new independent director to the board of PDL BioPharma, Inc.
• Represented Steel Partners in its investment in ModusLink Global Solutions Inc., including the negotiation of a $30 million investment agreement and a settlement agreement resulting in the election of two Steel nominees to the board.
• Represented Dolphin Limited Partnership III, L.P. in the successful negotiation of a settlement agreement with Qumu Corporation (f/k/a Rimage Corporation), providing for the election of two new independent directors to the board.
• Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with Tellabs, Inc., resulting in the appointment of three new independent directors to the board.
• Represented Cadian Capital Management, LLC in its successful “Just Say No” campaign at Comverse Technology, Inc.
• Represented Dialectic Capital Partners, LP in the successful negotiation of a settlement agreement with California Micro Devices Corporation, resulting in the appointment of three Dialectic nominees to the board.
• Represented Steel Partners in its unsolicited $100 million cash tender offer for Bairnco Corporation, a NYSE-listed company. After commencing a consent solicitation to remove Bairnco’s board of directors, successfully negotiated a friendly merger transaction.

Securities Offerings

• Represented Aerojet Rocketdyne Holdings, Inc. (f/k/a GenCorp Inc.), a NYSE-listed company, in its $200 million Rule 144A offering of convertible subordinated debentures.
• Represented GlobalOptions Group, Inc., a NASDAQ-listed company, in its capital restructuring and $20 million underwritten public offering.
• Represented Golden Nugget, Inc. in its $155 million tender offer and consent solicitation for its 8.75% senior secured notes.
• Represented Comtech Telecommunications Corp. in its $105 million Rule 144A offering of senior convertible notes.
• Represented 24/7 Real Media, Inc. in its $55 million underwritten public offering of common stock.
• Represented Celgene Corporation in its $400 million Rule 144A offering of senior convertible notes.

Press Releases