MICHAEL A. ADELSTEIN
Partner
(212) 808-7540 (212) 808-7540
MICHAEL A. ADELSTEIN Partner

Michael Adelstein is one of the foremost attorneys in the field of “alternative investments” and is the chair of Kelley Drye’s PIPEs and Alternative Investments group.  Michael represents investors, underwriters, placement agents, companies, funds, family offices and other private investment vehicles in the structuring, negotiation and development of PIPEs (private investment in public equity), registered direct transactions, primary and secondary public offerings, CMPOs, ADR/ADS offerings, Special Purpose Acquisition Companies (SPACs), 144A offerings, venture capital, private equity and convertible securities transactions. 

Modern capital raising demands a high level of specialized knowledge in the technical aspects of federal securities laws, including Reg D, Reg S, Rule 144A and the applicable SEC no-action letters.  Michael is one of few attorneys in the country who offers such honed skills.  Michael is well-versed in evaluating, structuring, negotiating and implementing investment structures from concept through fund raising and strategic management of later developments and exit events.

Michael also counsels clients regarding all aspects of corporate representation, including joint ventures, strategic investments and corporate structuring, securities and indenture defaults and interpretation, securities defeasance and 1934 Act compliance, including Sections 13 and 16, Rule 144, Rule 144A, short selling, Reg M/Rule 105, Reg SHO and insider trading compliance/10b-5 compliance.  Moreover, Michael has dealt with public and private acquisitions, dispositions and mergers, including reverse mergers, §363 transactions, leveraged buy-outs, auction transactions, bankruptcy and cross-border transactions.

Whether the transaction involves hundreds of thousands, millions or billions of dollars, Michael consistently delivers on structuring, negotiating and closing even the most challenging, difficult or complicated transactions imaginable.

Represented the lead investor in the $1 billion registered direct offering by Weatherford International plc, consisting of $456 million in ordinary shares and $543 million in warrants to purchase ordinary shares of Weatherford International plc.

Represented the sole investor in the $100 million registered direct offering by DryShips Inc. (DRYS) of convertible preferred stock, warrants to purchase convertible preferred stock, warrants to purchase common stock and shares of common stock of DryShips Inc.

Represented the sole investor in the $5.68 million PIPE issuance by Helios and Matheson Analytics Inc. of senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets).

Represented the sole investor in the $6.7 million PIPE issuance by Helios and Matheson Analytics Inc. of senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets).

Represented Great Basin Scientific, Inc. in the company's PIPE issuance of $75 million of senior secured convertible notes and warrants.

Represented Great Basin Scientific, Inc. in the company's restructuring of senior secured convertible notes into convertible preferred stock.

Represented Canaccord Genuity in a $35 million offering of common stock and three tranches of warrants for EnteroMedics.

Represented Canaccord Genuity in a $35 million offering of common stock and two tranches of warrants for Aeterna Zentaris.

Represented the underwriter in a $3.1 million offering of common stock and warrants of Clean Diesel Energy.

Represented the underwriter in a $5.1 million registered direct offering of common stock and warrants of Clean Diesel Energy.

Represented the underwriter in a $1.9 million offering of common stock of Ocean Power Technologies, Inc.

Represented the underwriter in a $4 million offering of common stock and warrants of Ocean Power Technologies Inc.

Represented the lead investor in the $1.26 billion common stock and preferred stock PIPE investment in XPO Logistics, Inc.

Represented the lead investor in a $30 million multi-tranche preferred stock offering by RLJ Entertainment, Inc.

Represented the lead investor in $35 million of convertible notes, convertible preferred stock and warrants offering by Ascent Solar Technologies,Inc.

Represented the lead investor in $27 million of convertible notes and warrants offering by The Wet Seal, Inc.

Represented the investor in an $11 million common stock offering by MRI Interventions, Inc.

Represented the investor in a $17.5 million convertible notes offering by Cadiz, Inc.

Represented the lead investor in a $38 million convertible notes offering by FuelCell Energy, Inc. 

Represented the lead investor in a $26.3 million common stock and warrants offering by Kandi Technologies Group.

Represented the lead investor in a $98 million ADR/ADS, ordinary shares and warrants offering by JA Solar Holdings, Inc.

Represented the lead investor in a $13 million convertible notes and warrants offering by OCZ Technology Group, Inc.

Represented the investor in a $10 million convertible notes and warrants offering by Odyssey Marine Exploration, Inc.

Represented the investor in a $32.9 million common stock and warrants offering by American Standard Energy Corp.

Represented the investor in a $50 million convertible notes and warrants offering by A123 Systems Inc.

Represented the lead investor in a $10.4 million convertible preferred stock offering by Pershing Gold Corporation.

Represented the lead investor in a $25 million convertible notes and warrants offering by American Superconductor Corporation.

Represented the investor in a $400 million convertible preferred stock offering by Halcon Resources Corporation.

Represented the investor in a $225 million common stock offering by Acacia Research Corporation.

Represented the investor in a $12 million convertible notes and warrants offering by Liquidmetal Technologies Inc.

Represented investor in $10.7 million common stock and warrants offering by USA Technologies, Inc. 

Represented the investor in a $15 million common stock offering by Biodelivery Sciences International, Inc.

Represented the investor in a $35 million common stock and warrants offering by Tengion, Inc. 

Represented the investor in a $32 million common stock offering by KV Pharmaceutical Company.

Represented the investor in a $12 million common stock and warrants offering by Cereplast, Inc.

Represented the investor in a $3.8 billion common stock and warrants offering by General Growth Properties, Inc.

Represented the lead investor in a $35 million convertible notes and warrants offering by Pacific Ethanol, Inc.

Represented the lead investor in a $10 million common stock and warrants offering by Armco Metals Holdings, Inc.

Represented the lead investor in an $83 million common stock and warrants offering by A-Power Energy Generation Systems Ltd.

Represented the lead investor in a $10 million convertible notes and warrants offering by Kandi Technologies Group.

Represented XO Communications, Inc. in the bankruptcy restructuring of approximately $1 billion of senior debt and $4.2 billion of senior and subordinated notes and subsequent the $216 million rights offering.

Represented a manufacturing company in its $105 million acquisition of a floor care company.

Listed in New York Super Lawyers, 2014-2016 and as a “Rising Star,” 2012-2013.

American Bar Association

New York State Bar Association

About

Michael Adelstein is one of the foremost attorneys in the field of “alternative investments” and is the chair of Kelley Drye’s PIPEs and Alternative Investments group.  Michael represents investors, underwriters, placement agents, companies, funds, family offices and other private investment vehicles in the structuring, negotiation and development of PIPEs (private investment in public equity), registered direct transactions, primary and secondary public offerings, CMPOs, ADR/ADS offerings, Special Purpose Acquisition Companies (SPACs), 144A offerings, venture capital, private equity and convertible securities transactions. 

Modern capital raising demands a high level of specialized knowledge in the technical aspects of federal securities laws, including Reg D, Reg S, Rule 144A and the applicable SEC no-action letters.  Michael is one of few attorneys in the country who offers such honed skills.  Michael is well-versed in evaluating, structuring, negotiating and implementing investment structures from concept through fund raising and strategic management of later developments and exit events.

Michael also counsels clients regarding all aspects of corporate representation, including joint ventures, strategic investments and corporate structuring, securities and indenture defaults and interpretation, securities defeasance and 1934 Act compliance, including Sections 13 and 16, Rule 144, Rule 144A, short selling, Reg M/Rule 105, Reg SHO and insider trading compliance/10b-5 compliance.  Moreover, Michael has dealt with public and private acquisitions, dispositions and mergers, including reverse mergers, §363 transactions, leveraged buy-outs, auction transactions, bankruptcy and cross-border transactions.

Whether the transaction involves hundreds of thousands, millions or billions of dollars, Michael consistently delivers on structuring, negotiating and closing even the most challenging, difficult or complicated transactions imaginable.

Experience

Represented the lead investor in the $1 billion registered direct offering by Weatherford International plc, consisting of $456 million in ordinary shares and $543 million in warrants to purchase ordinary shares of Weatherford International plc.

Represented the sole investor in the $100 million registered direct offering by DryShips Inc. (DRYS) of convertible preferred stock, warrants to purchase convertible preferred stock, warrants to purchase common stock and shares of common stock of DryShips Inc.

Represented the sole investor in the $5.68 million PIPE issuance by Helios and Matheson Analytics Inc. of senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets).

Represented the sole investor in the $6.7 million PIPE issuance by Helios and Matheson Analytics Inc. of senior secured convertible notes (purchased with cash and a promissory note secured by cash and G10 assets).

Represented Great Basin Scientific, Inc. in the company's PIPE issuance of $75 million of senior secured convertible notes and warrants.

Represented Great Basin Scientific, Inc. in the company's restructuring of senior secured convertible notes into convertible preferred stock.

Represented Canaccord Genuity in a $35 million offering of common stock and three tranches of warrants for EnteroMedics.

Represented Canaccord Genuity in a $35 million offering of common stock and two tranches of warrants for Aeterna Zentaris.

Represented the underwriter in a $3.1 million offering of common stock and warrants of Clean Diesel Energy.

Represented the underwriter in a $5.1 million registered direct offering of common stock and warrants of Clean Diesel Energy.

Represented the underwriter in a $1.9 million offering of common stock of Ocean Power Technologies, Inc.

Represented the underwriter in a $4 million offering of common stock and warrants of Ocean Power Technologies Inc.

Represented the lead investor in the $1.26 billion common stock and preferred stock PIPE investment in XPO Logistics, Inc.

Represented the lead investor in a $30 million multi-tranche preferred stock offering by RLJ Entertainment, Inc.

Represented the lead investor in $35 million of convertible notes, convertible preferred stock and warrants offering by Ascent Solar Technologies,Inc.

Represented the lead investor in $27 million of convertible notes and warrants offering by The Wet Seal, Inc.

Represented the investor in an $11 million common stock offering by MRI Interventions, Inc.

Represented the investor in a $17.5 million convertible notes offering by Cadiz, Inc.

Represented the lead investor in a $38 million convertible notes offering by FuelCell Energy, Inc. 

Represented the lead investor in a $26.3 million common stock and warrants offering by Kandi Technologies Group.

Represented the lead investor in a $98 million ADR/ADS, ordinary shares and warrants offering by JA Solar Holdings, Inc.

Represented the lead investor in a $13 million convertible notes and warrants offering by OCZ Technology Group, Inc.

Represented the investor in a $10 million convertible notes and warrants offering by Odyssey Marine Exploration, Inc.

Represented the investor in a $32.9 million common stock and warrants offering by American Standard Energy Corp.

Represented the investor in a $50 million convertible notes and warrants offering by A123 Systems Inc.

Represented the lead investor in a $10.4 million convertible preferred stock offering by Pershing Gold Corporation.

Represented the lead investor in a $25 million convertible notes and warrants offering by American Superconductor Corporation.

Represented the investor in a $400 million convertible preferred stock offering by Halcon Resources Corporation.

Represented the investor in a $225 million common stock offering by Acacia Research Corporation.

Represented the investor in a $12 million convertible notes and warrants offering by Liquidmetal Technologies Inc.

Represented investor in $10.7 million common stock and warrants offering by USA Technologies, Inc. 

Represented the investor in a $15 million common stock offering by Biodelivery Sciences International, Inc.

Represented the investor in a $35 million common stock and warrants offering by Tengion, Inc. 

Represented the investor in a $32 million common stock offering by KV Pharmaceutical Company.

Represented the investor in a $12 million common stock and warrants offering by Cereplast, Inc.

Represented the investor in a $3.8 billion common stock and warrants offering by General Growth Properties, Inc.

Represented the lead investor in a $35 million convertible notes and warrants offering by Pacific Ethanol, Inc.

Represented the lead investor in a $10 million common stock and warrants offering by Armco Metals Holdings, Inc.

Represented the lead investor in an $83 million common stock and warrants offering by A-Power Energy Generation Systems Ltd.

Represented the lead investor in a $10 million convertible notes and warrants offering by Kandi Technologies Group.

Represented XO Communications, Inc. in the bankruptcy restructuring of approximately $1 billion of senior debt and $4.2 billion of senior and subordinated notes and subsequent the $216 million rights offering.

Represented a manufacturing company in its $105 million acquisition of a floor care company.

Honors

Listed in New York Super Lawyers, 2014-2016 and as a “Rising Star,” 2012-2013.

Memberships

American Bar Association

New York State Bar Association