Earley, Michelle

Michelle Earley




Michelle Earley is a Partner in the Austin and Dallas offices of Locke Lord ‎LLP and a member of Locke Lord’s Executive Committee. She is also the ‎Co-Chair of the Firm's Diversity Committee and serves on the Legal ‎Personnel and Partnership Admissions Committee and Lateral Hire ‎Committee. In her practice, she handles a wide range of corporate and ‎securities matters for public and private companies with a strong focus on ‎securities offerings and disclosures, mergers and acquisitions and corporate ‎governance. Michelle has extensive experience in representing issuers, ‎underwriters and selling stockholders in registered public offerings, Rule ‎‎144A transactions as well as equity and debt private placements, and ‎merger and acquisition transactions. She also advises management and ‎boards of directors on general ‎corporate governance matters.

Michelle is an active member of the Austin community serving on the ‎Executive Committee of the Austin Area Research Organization (AARO) ‎and the Board of Directors of Austin Ed Fund and Westcave Outdoor ‎Discovery Center.  She served as General Counsel to the Austin ‎Chamber of Commerce in 2017 and participates as a member of the Junior ‎League of Austin, the Austin Chapter of Jack and Jill of America Inc., and ‎Impact Austin. Michelle, together with her children, are also regular volunteers for Meals on Wheels. She is a ‎Leadership Austin Class of 2011 Alumni and 2016 AARO McBee Fellow. ‎In 2016, she was selected to participate as a Leadership Council on Legal ‎Diversity Fellow.‎

Representative Experience

Capital Market Transactions

  • Represented Lamar Advertising in its $400 million at-the-market ‎offering and its $400 million Rule 144A offering of Senior Notes
  • Advised the Conflicts Committee of Spectra Energy Partners, LP ‎‎(SEP) in the completed conversion of all of Enbridge Inc.’s incentive ‎distribution rights (IDRs) and general partner economic interests in ‎SEP into 172.5 million newly issued SEP common units
  • Represented large offshore oil and gas operator in its $100 million at-‎the-market offering
  • Represented oil field service company in two separate $50 million at-‎the-market offering
  • Represented regulated utility company in its $175 million private ‎placement of its unsecured senior notes and  its $835 million exchange ‎offer of senior secured notes
  • Represented large offshore oil and gas operator in its $200 million ‎public senior convertible notes offering
  • Represented master limited partnership in its private placement of ‎payment-in-kind securities,  Rule 144A offering of senior notes,  public ‎offerings of equity securities, and private debt offerings and subsequent exchange offers
  • Represented various issuers in Rule 144A note offerings, exchange ‎offers, high yield note offerings and other equity and debt offerings ‎‎(registered and private)‎
  • Represents several Fortune 1000 clients in Securities Exchange Act and ‎Securities Act matters

Recent Mergers and Acquisition Transactions

  • Represented outdoor advertising company in its $418.5 million ‎acquisition of another outdoor advertising company
  • Represented a publicly traded utility in its $4.7 billion acquisition by an investor group
  • Represented a publicly traded industrial services company in its $335 million acquisition of a publicly traded industrial services company
  • Represented a publicly traded software company in its $135 million acquisition of a company engaged in end-user experience and web application performance monitoring
  • Represented a publicly traded distributor and contract manufacturer of specialized components in multiple acquisitions, dispositions and securities matters
  • Represented privately held data analytics company in its sell to a private equity group

Professional History

  • Partner, Locke Lord LLP
  • Member, Firm Executive Committee
  • Board of Directors, Adams Resources & Energy, Inc.‎
  • Law clerk for the Honorable Thomas M. Reavley, Fifth Circuit Court of Appeals (1997 - 1998)

Professional Affiliations and Recognitions

  • Member, American Law Institute
  • Member, State Bar of Texas
  • Fellow, Texas Bar Foundation
  • Member, Austin Bar Association
  • Member, Austin Black Bar Association
  • Fellow, Leadership Council on Legal Diversity (2016)
  • Frank McBee Jr. Fellow, Austin Area Research Organization (2016)
  • Leadership Austin Class of 2011
  • Rising Star, Texas Super Lawyers (2005 and 2009)
  • Power Pipeline Class of 2006
  • Leadership Texas Alumnae Association
  • ‎2019 Top 10 Super Lawyer by Austin Black Business Journal

Community Leadership

  • Austin Area Research Organization, Executive Committee (2018)‎
  • Austin Ed Fund, Board of Directors/Executive Committee
  • Westcave Outdoor Discovery Center, Board of Directors
  • IMPACT Austin, Member
  • Junior League of Austin (2007 - Present)
  • Jack and Jill of America Inc., Austin Chapter (2008 - Present)
  • Meals on Wheels Groceries to Go (Regular Volunteer)