MICHAEL WAGER is chair of Taft’s national Business & Finance Group.
Michael represents private and publicly-held entities in mergers and acquisitions, securities offerings, corporate finance, corporate governance and regulatory compliance (including SEC and CFTC matters), and strategic growth initiatives. He also advises private equity and venture capital firms in connection with portfolio company investments, acquisitions and dispositions, fund formation and structuring, and securities and corporate law matters. He also has extensive experience representing companies and investors in change-of-control transactions. Michael was the chair of a Cleveland-based private equity firm and has served as adviser to, and director of, several private and public companies, including as lead director of a Dutch-based, NYSE-listed private utility company.
Mergers and Acquisitions; Joint Ventures
- Represented Shanghai-listed mining company in investment in, and joint venture with, U.S.-based metals trading company.
- Represented private equity fund in sale of U.S.-based underwriter of orbital and space-related insurance products.
- Represented privately-held managed care company in US$225 million sale to NYSE-listed integrated health care services company.
- Represented NYSE-listed integrated pharmacy health care services company in US$300 million acquisition of a privately-held pharmacy health care services company.
- Represented NYSE-listed integrated pharmacy health care services company in US$30 million acquisition of a privately-held home health care services company.
- Represented NYSE-listed retailer in US$215 million acquisition of U.S. toy retailer.
- Represented NYSE-listed retailer in US$1.1 billion acquisition of U.S. close-out retailer.
- Represented NASDAQ-listed enterprise software company in sale to publicly-held technology company.
- Representing NYSE-listed water utility company in its acquisition of privately-held desalination operations in Antigua and St, Maarten.
- Representing NYSE-listed real estate investment trust in joint venture with German-based real estate partnership for development of shopping centers in Ukraine and Russia.
- Represented privately-held Dutch holding company with tobacco packaging operations in Latin America to publicly-held Swiss-based global packaging company.
- Represented German-based car manufacturer in joint venture with U.S.-based global financial institution.
- Represented private U.S. investor group in sale of corporate data services company to Canadian-based publicly-held information services company.
- Represented private equity fund in acquisition of retail auto repair operations from U.K. public company.
- Represented NASDAQ-listed e-business service company in sale of on-line automobile sales and marketing platform to NYSE-listed global technology company.
- Represented private equity fund in several acquisitions of Mexican-based consumer packaging manufacturers.
- Represented private equity fund in sale of Mexican-based packaging operations to Austrian-based packaging company.
- Represented NASDAQ-listed jewelry manufacturer in sale of U.S. and Dominican operations to privately-held U.S. manufacturer.
- Represented private equity fund in sale of U.S.-based gear manufacturing operations.
- Represented private equity fund in acquisition of U.S.-based SaaS company engaged in hospitality and restaurant sector.
- Represented NYSE-listed global communications company in several acquisitions and divestitures involving over 40 cable television systems.
- Represented NASDAQ-listed information technology company in the strategic acquisition of operating divisions of publicly-held defense contractor.
- Represented publicly-held Australian media company in its acquisition of two U.S. magazine businesses.
- Represented registered investment advisor in sale on non-controlling interest to private equity fund.
- Represented registered investment advisor in acquisition of general partner interests in several U.S. private funds.
- Represented private U.K. company in its joint venture with Dutch-based utility.
- Represented NYSE-listed global communications company in joint ventures for build and operation of U.S. urban cable television systems.
- Represented U.S. private equity group in joint venture with NASDAQ-listed technology company for new retail concept.
Capital Market Transactions
- Represented the underwriters of public offerings (initial, secondary and follow-on) of common stock for U.S. and foreign private issuers in information technology, manufacturing, utilities, pharmacy health care services, biotechnology, healthcare, restaurants and hospitality, and retail.
- Represented the underwriters of public offerings of common stock by an NASDAQ-listed producer of natural gas, aggregate proceeds in excess of $60 million.
- Represented NASDAQ-listed e-services consulting business in $27 million initial public offering.
- Representing a private investor group as stand-by purchaser common stock purchase rights by NYSE-listed integrated pharmacy health care services company.
- Represented AMEX-listed jewelry manufacturer in initial public offering and follow-on offerings.
- Represented NYSE-listed retailer in US$100 million offering of senior subordinated notes.
- Represented NYSE-listed retailer in US$220 million public offering of common stock.
- Represented NASDAQ-listed information technology company in US$40 million offering of convertible subordinated debentures.
- Represented Dutch-based water utilities company in its initial public offering of $145 million.
- Represented NYSE-listed retailer in US$100 million offering of short-term subordinated notes.
Venture Capital Transactions
- Representing a NYSE-listed retailer in its formation and capitalization of on-line retailer.
- Represented NASDAQ-listed e-business service company in its formation and capitalization of on-line automobile sales and marketing platform.
- Representing a U.S. investor group in its US $6.5 million equity investment in an mobile computing company.
- Representing a U.S. investor group in its US$4 million equity investment in SaaS company engaged in hospitality and restaurant sector.
- Representing a U.S-based fund in numerous seed capital investments in portfolio companies in U.S., Mexico, Chile, United Kingdom and Australia.
- Representing founders in the formation and capitalization of a startup information services company.
- Representing founders in the formation and capitalization of a startup retail food service company.
He is a member of the adjunct faculty at Case Western Reserve University. He is also a past chair of the board of the Cleveland-Cuyahoga County Port Authority and has served on the board of the Clean Ohio Council - Ohio's $400 million Brownfield Revitalization Fund.
Michael served as chair of the selection committee for the American Marshall Memorial Fellowship and as a member of the boards of the following organizations:
- Northeast Ohio Development Fund
- National Leadership Council, University Hospital Seidman Cancer Center
- Cuyahoga County Renewable Energy Task Force
- Gateway Economic Development Corporation of Greater Cleveland
- Cleveland Foundation’s Task Force on Economic Development
- Mayor’s Convention Center Task Force
- White House Business Council
Michael received his J.D. from NYU School of Law; his M.A. from Columbia University; and his B.A. from The American University. He is admitted to practice in Ohio and New York.
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