- Represented a New York-based, multi-strategy real estate finance company in its $787 million acquisition of a Washington-based company specializing in owning, developing, and managing real estate properties.
- Acting for Wall Street’s leading investment banks in their capacities as underwriters on debt and equity transactions aggregating nearly $10 billion across a range of sectors, including real estate, insurance, fintech, and specialty finance.
- Represented a leading investment bank with the exchange offer and issuance by a REIT holding company of four series of bonds with an aggregate principal balance of $1.15 billion in exchange for an equal amount of existing bonds issued by a health-care-focused REIT.
- Represented a leading private equity firm in its acquisition of a residential mortgage originator and servicer.
- Represented a U.S.-based residential and commercial lender in its sale to a publicly traded financial services company.
- Represented one of the two minority shareholders of the world’s largest retailer’s Central American operations during its takeover by the retailer’s Mexican business.
- Represented a multi-strategy real estate finance company in its $550 million acquisition of a series of privately held, real estate structured finance opportunities funds managed by a registered investment adviser.
- Represented an industry-leading mortgage REIT on its merger with a specialty finance REIT that focuses primarily on investments in residential mortgage-backed securities.
- Represented the underwriters in SEC-registered note offerings by a company engaged primarily in the ownership, operation, and management of apartment communities.
- Represented a company in its acquisition of a leading technology-driven platform that provides working capital to small and medium sized businesses across all 50 states.
- Represented a finance company that provides funding for clean-energy infrastructure projects on its reorganization and concurrent NYSE IPO, several follow-on public capital raises, and ongoing corporate governance and public company reporting obligations.
- Represented a REIT that buys, manages, and services small balance commercial loans on its reorganization involving the contribution of hedge fund assets to a newly formed permanent capital REIT and subsequent private capital raises.
- Represented a REIT that invests in and manages residential mortgage-backed securities and other residential mortgage assets on corporate finance transactions and ongoing corporate governance and public company reporting obligations.
- Represented an owner and operator of single-family rental homes on the reorganization of its business in parallel with its merger into one of the largest publicly traded single-family rental-home owners.
- Represented a real estate firm focused on the ownership, operation, and acquisition of self-storage properties in the U.S. on its formation transaction and IPO on the NYSE.
- Represented a REIT that primarily invests in residential mortgage-backed securities on the reorganization of its fund structure into a permanent capital REIT followed by its NYSE IPO as well as on its ongoing corporate governance and public company reporting obligations.
An experienced and versatile securities lawyer, Michael Kessler advises companies, underwriters, private equity sponsors, and fund managers on mergers and acquisitions transactions and capital-raising initiatives. He focuses his practice on the real estate, specialty finance, REIT, banking, private equity, insurance, and technology sectors, particularly novel financing structures. He is recognized for his innovative expansion of the REIT sector into new asset classes, such as energy efficiency and clean-energy loans. He helps develop new fund structures, including migrating fund vehicles into public company and permanent capital formats. Michael has deep experience with unsolicited and hostile mergers and acquisitions transactions and shareholder activism.
Michael advises special committees dealing with conflicting interest strategic transactions. He acts for clients on public and private M&A transactions and on equity and debt capital markets projects, including IPOs, SEC-registered and cross-border Rule 144A/Regulation S offerings, convertible, high-yield, and investment-grade bonds, and liability management. Michael has a deep understanding of finance, restructuring, and private credit.
Michael’s thorough knowledge of regulatory compliance and reporting requirements helps clients navigate complex legal and tax issues. He also serves as outside counsel on corporate governance matters, including executive compensation, board fiduciary duties, risk management, and corporate social responsibility.
Michael is recognized by Chambers USA in the REITs category. He earned the 2016 Lawyers Alliance for New York’s Cornerstone Award, honoring outstanding pro bono legal services to nonprofits.
- Georgetown University (法學博士, 2005)
- University of Florida (B.S., 2002)
- Oliver Scholars, which prepares high-achieving African-American and Latino students from underserved NYC communities for success at top independent high schools and prestigious colleges; board of directors, Nominating and Governance Committee, chairman
- Children’s Arts Guild, which offers arts education to underserved children; board