Nanette C. Heide practices corporate law in the area of transactions and general corporate counseling. Ms. Heide represents private equity and venture capital investors, multinational and domestic corporations (public and private), in a wide spectrum of corporate finance transactions, including private equity and venture capital investments, institutional private placements, cross-border transactions, debt and equity structuring transactions, mergers and acquisitions, reverse mergers, joint ventures and strategic alliances. She also has experience in fund formation of both private equity and hedge funds.
Ms. Heide serves as outside counsel for many mid-sized companies on issues of corporate governance, securities law compliance, general commercial transactions and disclosure issues. Her clients span a wide variety of industries, from pharmaceutical and medical technology to communications, media and Internet-based businesses and companies in the retail and consumer products industries, including fashion and apparel.
Ms. Heide previously served as general counsel and chief financial officer of two technology companies. She is a 1990 graduate of Washington and Lee University School of Law, where she was editor in chief of Washington and Lee Law News, and is a graduate of West Virginia University.
Areas of Practice
- Corporate Law
- Corporate Finance
- Mergers and Acquisitions
- Represented Naked Brand Group Inc., an innovative inner fashion and lifestyle brand, in the filing of its registration statement on Form S-1 with the U.S. Securities and Exchange Commission for a planned underwritten public offering, with gross proceeds of up to $8.625 million, and the submission of application materials for a concurrent uplisting to the NASDAQ Capital Market.
- Represented Naked Brand Group Inc., an innovative inner fashion and lifestyle brand, in raising $2.34 million from a warrant exercise tender offer.
- Represented Naked Brand Group Inc., an innovative inner fashion and lifestyle brand, in a partnership deal with Wade Enterprises, LLC, which is run by Dwyane Wade, a basketball player for the NBA's Miami Heat.
- Represented Yonder Music Inc. in its receipt of a preferred equity investment of $10 million by Axiata Digital Services Sdn Bhd, one of the largest telecommunications companies in Asia. The transaction provided funding for the launch of a service-tier-bundle of digital music services on smart devices through a commercial licensing agreement with Celcom Mobile Sdn Bhd, one of Axiata's subsidiaries in Malaysia, under which the Yonder digital music application will be made available to more than 13 million Celcom subscribers in Malaysia.
- Represented a national pharmacy in a transaction which granted an option to a strategic to purchase the business for an aggregate purchase price of $230 million.
- Advised Metric Capital Partners in completing its fundraising for its second pan-European special situation fund in the amount of €465 million.
- Represented National Securities Corporation in connection with a capital raise in the amount of $8 million for a provider of mobile marketing software, based in Texas, which handles marketing to consumer smart phones and tablets.
- Represented an affiliate of Sleepy's LLC in its winning bid to acquire 100% of the membership interests in Mattress Discounters Group, LLC, an 80-store mattress chain in Virginia, for $11.9 million.
- Represented Four Springs Capital Trust in the formation of a REIT and its offering of up to $100 million Series A Preferred Shares.
- Represented EQT Partners as part of international team in its acquisition of the U.S. assets, in the amount of $270 million, of UC4 Software Group.
- Represented GrainCorp. Limited, an Australian publicly held grain supplier agribusiness, as lead of the U.S. legal team, in its acquisition of United Malt Holdings, the world's fourth-largest commercial manufacturer of malt, for $655 million.
- Lead counsel for investment advisor and placement agent in connection with $2 billion capital raise for fund focused on sub-prime auto loans and leases.
- Represented an international portfolio services company in the sale of its business to a single purchaser for $300 million.
- Represented seller in $41.5 million sale of food manufacturer to private-equity-fund-sponsored buyer.
- Represented stockholders in the sale of majority interests for cash and stock with value of $55 million to new company sponsored by private equity fund, involving complex disclosure documents for share exchange to nonaccredited investors.
- Represented Winston Laboratories, Inc. in a reverse merger with Getting Ready Corp. (OTCBB:GTRY), including proxy solicitation and attendant successive registration-exempt placements of preferred stock.
- Represented Health Care Providers Direct, Inc. in a reverse merger with Alpha Motorsport, Inc. (OTCBB:HPRD).
- Represented an emerging growth company specializing in personalized selling tools for the retail industry in series of private-placement offerings of equity and convertible debt totaling $25 million.
- Represented Prescient Medical, Inc., a medical technology company, as borrower in connection with a bridge offering by Cambridge Holding Ltd. (OTCBB: CDGD) of convertible promissory notes and warrants to accredited investors.
- Represented Precyse Technologies, Inc., a developer of wireless asset networks, as issuer of $9.5 million in Series B convertible preferred stock and warrants to institutional and accredited investors, as well as previous equity and debt financings.
- Represented Antique and Vintage Woods, LLC in its acquisition of assets from Antique and Vintage Woods of America, LLC.
- Represented Intuitive Venture Partners, LLC in the formation of a fund for a private-equity offering of $7.09 million, with a target investment in a hedge fund.
- Represented Intuitive Venture Partners, LLC in the formation of a fund for a $3.9 million offering, with a target investment in an entertainment studio and new-media platform created to empower artists to co-produce, distribute and monetize original, episodic video content.
- New York
- U.S. District Court for the Eastern District of New York
- U.S. District Court for the Southern District of New York
- U.S. District Court for the Southern District of West Virginia
- Washington and Lee University School of Law, J.D., 1990
- Editor in Chief, Washington and Lee Law News, 1989-1990
- Class President, 1988-1990
- West Virginia University, B.S., 1987
- West Virginia University, B.A., 1986
- Duane Morris LLP
- Partner, 2009-present
- Seyfarth Shaw LLP
- Partner, 2006-2009
- K&L Gates LLP
- Senior Corporate Associate, 2001-2006
- Tribute International Corp. d/b/a VideoSnap
- General Counsel and Chief Financial Officer, 2000-2001
- Galaxy Systems, Inc.
- General Counsel and Chief Financial Officer, 1997-2000
- Brown Raysman Millstein Felder & Steiner LLP
- Associate, 1993-1997
- Spilman Thomas & Battle
- Associate, 1990-1993
- Member, IBA Corporate and M&A Committee
- Secretary, Private Equity Subcommittee, 2015
- Association for Corporate Growth New York Chapter
- Committee for Women's Programs, 2008-present
Honors and Awards
- Recipient, Cheryl Blackwell Bryson Leadership Award, Duane Morris Women's Initiative, October 2014
Civic and Charitable Activities
- The New York Junior League
- Chair of Audit Committee, 2011- 2014
- Treasurer, 2008-2010
- Board of Directors, 2009-2010
- Member of the Audit Committee, 2007-2008
- Contributor, Duane Morris Capital Markets Blog
- Co-author, "Top Issues Shaping M&A in 2013," ACG Global's Middle Market Growth, June/July 2013
- Co-author, "SEC Enforcement Actions Against Private Equity: Get Ready for More," Duane Morris Alert, February 6, 2013
- Co-author, "Proposed FTC Labeling Regulations Would Impact Manufacturers and Importers of Wearing Apparel," Duane Morris Alert, September 25, 2012
- Co-author, "The Table is Set: Ten Trends for M&A in 2012," Mergers and Acquisitions Magazine, July 2012
- Co-author, "JOBS Act Enacted, Imposes Substantial Deregulation on the Mechanics of Securities Offerings," Duane Morris Alert, April 13, 2012
- Co-author, "Reading the Tea Leaves: Ten Trends in Mergers and Acquisitions in 2011," Mergers & Acquisitions, July 2011
- Quoted in "How to Break Into the Fashion Industry," Inc., June 14, 2010
- Co-author, "Seven Steps for Making a Fashion Dream Come True," Apparel, June 9, 2010
- Co-Author, "Financial Statement Requirements Relating to a Merger Between a Private Operating Company and a Public Shell Company," Corporate Finance Review, November/December 2007. To be republished in Reverse Mergers: Issues and Perspectives, Icfai University Press
Selected Speaking Engagements
- Panelist, "Recent Trends in Private Equity Around the Globe," Annual Conference of the International Bar Association, Vienna, October 7, 2015
- Panelist, "Inside the Private Equity Investors' Studio: What Goes on Behind Closed Doors," Retail Marketing Society Program, New York City, March 18, 2015
- Speaker, "Deal Certainty and Contingent Consideration," Tokyo Annual Conference of the International Bar Association, Tokyo, October 21, 2014
- Moderator, "REITs Keep on Rollin: The Trillion Dollar Moneyball," Global REITs Summit: Listed, Non-Traded & Private REITs, New York, October 1, 2014
- Moderator, "The Successful Hondeler: Emerging Issues in Negotiation and Deal Points," ACG InterGrowth 2014, April 30, 2014, Las Vegas, NV
- Moderator, "Private Equity and Its Role as an Asset Class," ACG New York, Women of Leadership Summit, January 23, 2014
- Panelist, "Reverse Mergers & Smaller IPOs: New Deal Structures to Avoid Shell Status, Examining the Recent Crop of Companies and What's Made Some of Them Successful," 10th Annual PIPE's Conference, New York, November 5, 2013
- Panelist, "Strategic Investors' Acquisitions," International Bar Association's Grow or Sell: Private Companies at the Crossroads Conference, São Paulo, Brazil, June 6, 2013
- Panelist, "2010 Deal Making in Retail," Argyle Executive Forum, New York City, February 11, 2010
- Presenter, "Sarbanes-Oxley and Director's Fiduciary Duties," Boardroom Bound - Board Pipeline Seminar, San Francisco, January 2008; St. Louis, March 2008; Chicago, May 2008; Washington, D.C., June 2008; New York, September 2008
- Panelist, "SPAC Offerings, Reverse Mergers and PIPE Financings - The Good, the Bad and the Ugly," American Bar Association Section of Business Law, Annual Meeting, New York, 2008
- Panelist, "Navigating the Corporate Governance, Compliance and Regulatory Maze," Alternative Public Strategies Conference, New York, 2008
- Panelist, "Strategic vs. Financial Buyers: How Do the Risk Factors in Due Diligence Change?" ACG 4th Annual Due Diligence Symposium, Iselin, New Jersey, 2008
- Panelist, "International Due Diligence," ACG 5th Annual Tri-State Conference, New York, 2008
- Panelist, "What You Don't Know Can Hurt You . . . 415, 144 and You," Belmont Capital Partners Webinar, 2007
- Panelist, "Reverse Mergers: Latest Developments," DealLawyers.com Webcast, 2007
- Panelist, "Compliance and Regulatory Issues," Alternative Public Strategies Conference, Washington, D.C., 2007