Michael S. Darby

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Michael S. Darby

Associate

Philadelphia | Cira Centre, 2929 Arch Street, Philadelphia, PA 19104-2808
+1 215 994 2088 | +1 215 994 2222

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Michael Darby focuses his practice on corporate and securities matters, with an emphasis on mergers and acquisitions and capital markets transactions.

Prior to joining the firm, Mr. Darby was an associate in the corporate group at a premier U.S. law firm in New York City. 

Experience

Consumer and Retail

  • B&G Foods, Inc. in connection with its US$365 million acquisition of the spices and seasonings business of ACH Food Companies, Inc., its US$162.5 million acquisition of Back to Nature Foods Company, LLC and its US$70 million acquisition of Victoria Fine Foods Holding Company, as well as various registered debt and equity offerings.
  • Underwriters in connection with the US$92 million initial public offering of Boot Barn Holdings, Inc., a portfolio company of private equity sponsor Freeman Spogli & Co.
  • Underwriters in connection with a US$500 million registered senior debt offering and a €650 million registered senior debt offering of Expedia, Inc.

Business Development Companies and Financial Institutions

  • Corporate Capital Trust, Inc., a business development company sponsored by KKR Credit, in connection with the listing of its shares on the NYSE and a related tender offer, as well as general corporate matters.
  • Corporate Capital Trust II, a business development company co-sponsored by CNL Financial Group and KKR Credit, in connection with its multi-billion dollar continuous equity offering and general corporate matters.
  • Hercules Capital, Inc. in connection with its US$125 million acquisition of venture lending portfolio assets from Ares Capital Corporation.
  • The special committee of the board of directors of Delphi Financial Group, Inc. in connection with its approximately US$2.7 billion acquisition by Tokio Marine Holdings, Inc.

Energy and Natural Resources

  • The Williams Companies, Inc. in connection with its proposed combination with Energy Transfer Equity, L.P. in a transaction valued at approximately US$38 billion.
  • Underwriters in connection with a US$3.0 billion registered high-yield senior debt offering of, and concurrent senior notes tender offer by, Chesapeake Energy Corporation.
  • Initial purchasers in connection with a US$500 million 144A/Reg. S high-yield senior debt offering of, and concurrent senior notes tender offer by, Ocean Rig UDW Inc.

Industrials

  • Crown Holdings, Inc. in connection with its approximately US$3.9 billion proposed acquisition of Signode Industrial Group Holdings (Bermuda) Ltd. from The Carlyle Group.
  • Hertz Global Holdings, Inc. in connection with its approximately US$2.3 billion acquisition of Dollar Thrifty Automotive Group, Inc.
  • Olin Corporation in connection with its approximately US$328 million acquisition of K. A. Steel Chemicals, Inc.
  • Crown Castle International Corp. in connection with various matters, including a US$1 billion offering of senior secured notes.
  • Underwriters in connection with a US$1.025 billion registered senior debt offering and a €700 million Reg. S debt offering of Albemarle Corporation to finance its acquisition of Rockwood Holdings, Inc.
  • Initial purchasers in connection with a US$250 million 144A/Reg. S high-yield senior debt offering of Affinia Group Inc., a portfolio company of private equity sponsor Cypress Group L.L.C.
  • Underwriters in connection with a US$400 million registered high-yield senior debt offering of American Axle & Manufacturing, Inc.

Technology

  • IBM in connection with several acquisitions.
  • Blackboard Inc., an affiliate of Providence Equity Partners, in connection with its approximately US$260 million acquisition of Higher One Holdings, Inc.
  • Affiliates of GIC in its acquisition of a substantial equity stake (along with Silver Lake Partners) in Ancestry.com.

Health

  • Evolent Health, Inc. in connection with its US$225 million initial public offering and related reorganization to implement an Up C structure.
  • Initial purchasers in connection with a US$250 million 144A/Reg. S high-yield senior debt offering and underwriters in connection with a US$268 million registered secondary offering of common stock of Surgical Care Affiliates, Inc., a portfolio company of private equity sponsor TPG.

Includes matters handled at Dechert or prior to joining the firm. 

Education
  • University of Delaware, B.S., Civil Engineering, 2005
  • Harvard Law School, J.D., 2010
Admissions
  • Pennsylvania
  • New York
Clerkships
  • Delaware Supreme Court, Honorable Henry duPont Ridgely