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Michelle R. McCreery Repp

Partner
+1.412.355.8317
Fax +1.412.355.6501
Ms. Repp concentrates her practice primarily on corporate, transactional and securities matters. She has experience in representing publicly-traded and privately-held clients in domestic and international mergers and acquisitions transactions, joint ventures, and finance and investment transactions. Ms. Repp’s practice also includes registered securities offerings, private placements of securities under Rule 144A and Regulation D, shelf registrations, exchange offers, tender offers and securities compliance matters. She regularly provides corporate governance and general corporate advice to emerging growth, middle market and Fortune 500 companies. She has advised clients operating in a broad variety of industries, including manufacturing, energy, financial services and healthcare.

Professional Background

After practicing for nearly ten years with K&L Gates, Ms. Repp served as Director of Legal Affairs of a publicly-traded engineered products company, where she focused on securities compliance and corporate governance matters, as well as acquisition transactions and other general corporate and commercial matters, before returning to private practice at the firm.

Professional/Civic Activities

  • Women’s Energy Network, Appalachia Chapter
  • National Association of Women Lawyers
  • United Way Women’s Leadership Council
  • United Way Bridges Society
  • Mentor, Leadership Counsel on Legal Diversity Success in Law School Mentoring Program
  • Recruiting and Diversity Committees, K&L Gates LLP, Pittsburgh

Manufacturing and Services

  • Advised Koppers Inc., a wholly-owned subsidiary of Koppers Holdings Inc. (NYSE: KOP) in connection with a $500 million offering of new senior notes pursuant to Rule 144A and a concurrent tender offer for its existing senior notes.
  • Advised Koppers Holdings Inc. (NYSE: KOP) in connection with the filing of an automatically effective shelf registration statement on Form S-3.
  • Represented II-VI Incorporated (Nasdaq: IIVI) in its acquisition of ANADIGICS, Inc. by means of a public tender offer and second-step merger valued at $78 million.
  • Represented Allegheny Technologies Incorporated (NYSE: ATI) in its disposition of substantially all of its assets related to its business of manufacturing and selling tungsten powders, tools and component parts to Kennametal Inc. for $605 million.
  • Advised various subsidiaries and business units of United Technologies Corporation (NYSE: UTX) in multiple transactions involving the purchase and sale of divisions, assets and equity, as well as several joint venture transactions.
  • Assisted certain wholly-owned subsidiaries of Alcoa Inc. (NYSE: AA) in the disposition of Alcoa’s joint venture interest in Jamalco, a bauxite mining and alumina refining operation located in Jamaica, to an affiliate of Noble Group Limited.
  • Advised PRC-Desoto International, Inc., a wholly-owned subsidiary of PPG Industries Inc. (NYSE: PPG), in connection with its acquisition of certain assets of Deft, Incorporated, a manufacturer of coatings and wood care products.
  • Represented Protech Chemicals, a manufacturer of powder coatings based in Montreal, Canada, in multiple acquisitions of U.S.-based manufacturers of powder coatings and related products.
  • Advised PPG Industries Inc. (NYSE: PPG) in connection with its disposition of assets related to its automotive glass and related services businesses to private equity firm Kohlberg & Co. for a purchase price of approximately $330 million and a 40% ownership interest in the acquiring company.

Energy

  • Co-authored a white paper directed to the members of the American Public Power Association regarding the implications of federal and state securities laws on community solar projects.
  • Represented Duquesne Light Holdings, Inc., the parent company of Duquesne Light Company, in two offerings of senior notes exempt from registration under the Securities Act in accordance with Rule 144A, totaling $800 million aggregate principal amount.
  • Represented Duquesne Light Company in connection with multiple private placements of First Mortgage Bonds totaling approximately $950 million in principal amount, as well as a reoffering of $62.655 million of Pollution Control Revenue Refunding Bonds.
  • Represented Trans-Allegheny Interstate Line Company, a subsidiary of Allegheny Energy, Inc. (now part of FirstEnergy, one of the nation’s largest investor-owned electric systems), in connection with an offering of $450 million aggregate principal amount of notes in accordance with Rule 144A.
  • Represented Allegheny Energy Supply Company, a subsidiary of Allegheny Energy, Inc. (now part of FirstEnergy, one of the nation’s largest investor-owned electric systems), in connection with concurrent offerings in accordance with Rule 144A of notes totaling $600 million aggregate principal amount, as well as multiple issuer tender offers for outstanding series of notes.
  • Advised Arch Coal, Inc. in multiple debt and equity security offerings, including an offering of $600 million aggregate principal amount of senior notes in accordance with Rule 144A and a subsequent exchange offer for registered notes of an equal principal amount; a shelf takedown offering of $342 million of common stock; a shelf takedown offering of $500 million aggregate principal amount of senior notes; and a tender offer and redemption of $450 million aggregate principal amount of senior notes of Arch Western Finance, LLC, a subsidiary of Arch Coal, Inc.

Financial Services

  • Represented GreatBanc Trust Company as ESOP Trustee in connection with the acquisition of EYP Holdings, Inc. by an employee stock ownership plan (ESOP).
  • Advised Parametric Portfolio Associates LLC, an affiliate of Eaton Vance Corp., in connection with its acquisition of substantially all assets of The Clifton Group Investment Management Company, a registered investment adviser, including advisory agreements and other operational assets.
  • Represented Eaton Vance Management Canada Ltd. in its acquisition of a 49% ownership interest in Hexavest Inc.
  • Advised Eaton Vance Corp. in its purchase of certain assets of Managed ETFs LLC and its members, primarily related to the acquisition of intellectual property related to the development and marketing of non-transparent licensed ETFs.
  • Represented NestWise LLC, a wholly-owned subsidiary of LPL Investment Holdings, Inc. (Nasdaq: LPLA), in connection with the acquisition of all of the issued and outstanding common stock of Veritat Advisors, Inc.
  • Represented LPL Holdings, Inc., the largest independent contractor broker-dealer in the financial services industry, in its acquisition of the assets of National Retirement Partners (NRP), an investment adviser and broker-dealer based in California.
  • Advised Fitch Group, Inc. in its disposition of its share ownership of Algorithmics, a risk analytics firm based in Toronto, Canada, to International Business Machines Corporation for a purchase price of approximately $387 million.
  • Advised Federated Investors, Inc. (NYSE: FII) in its acquisition of certain assets of Equitrust Investment Management Services, Inc., an affiliate of FBL Financial Group, Inc., related to its business of providing investment advisory and investment management services to certain retail and variable funds to which Equitrust acted as investment adviser, the reorganization of the Equitrust funds into Federated funds.
  • Represented WesBanco, Inc. in its acquisition of Fidelity Bancorp, Inc.

Healthcare

  • Represented Jvion, Inc. in connection with its Series A financing.
  • Represented Mount Nittany Physician Group in its acquisition of the assets of Fit for Play, Inc., a physical therapy practice based in State College, Pennsylvania.
  • Represented Excela Health in its acquisition of an ownership interest in a physical therapy practice based in Latrobe, Pennsylvania.
  • Represented Titusville Area Hospital in its affiliation with Meadville Medical Center.
  • Representative securities compliance and corporate governance clients:
    • Allegheny Technologies Incorporated (NYSE: ATI)
    • II-VI Incorporated (Nasdaq: IIVI)
    • Koppers Holdings Inc. (NYSE: KOP)
    • PPG Industries, Inc. (NYSE: PPG)
    • WesBanco, Inc. (Nasdaq: WSBC)
    • Wesco International, Inc. (NYSE: WCC)
    • Westinghouse Air Brake Technologies Corporation (NYSE: WAB)