Nanette C. Heide

Partner

  • Nanette C. Heide
  • Phone: +1 212 692 1003

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  • Duane Morris LLP
    1540 Broadway
    New York, NY 10036-4086
    USA

Nanette C. Heide is a partner in Duane Morris’ Corporate Practice Group, Co-Chair of its Private Equity Division and team lead of the firmwide Private Equity Industry Group. Ms. Heide has significant experience handling complex transactions and providing general corporate counseling. She regularly 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, mergers and acquisitions, institutional private placements, cross-border transactions, debt and equity structuring transactions, joint ventures and strategic alliances. She also has formed and structured private equity and hedge funds. She is the Senior Advisory Partner to the firm's Fashion/Retail/Consumer Branded Products Group, and a member of the firm's Partners Board. Ms. Heide was recently named to The Deal’s list of “Top Women in Dealmaking 2023” for her “ability to navigate complex transactions over the past 12 months while maintaining strong client relationships, and leading in and out of the boardroom.” For four consecutive years, from 2018 through 2021, Mergers & Acquisitions named Ms. Heide one of the Most Influential Women in Mid-Market M&A.

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 consumer products to cannabis, medical and personal wellness devices, communications, media and Internet-based businesses.

Ms. Heide previously served as general counsel and chief financial officer of two technology companies. She is a 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.

Representative Matters

    Mergers and Acquisitions

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.) a vertically integrated cannabis enterprise, in its $43.8 million acquisition of 100% of the issued and outstanding equity of Sublimation Inc., a cannabis manufacturing company located in Oakland, California. 

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of LPF JV Corporation, a leading manufacturer, cultivator and distributor of award-winning cannabis brands in California.

  • Represented StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a California-focused, vertically integrated cannabis enterprise, in its acquisition of UL Holdings Inc., a top California cannabis retailer with a dominant position in Southern California.

  • Represented Jonas Software USA LLC, a subsidiary of Constellation Software (TSX: CSU), and Jonas Collections and Recovery Inc., as buyer, in connection with a purchase agreement with Fair Isaac Corporation (NYSE:FICO), and Fair Isaac Holdings, Inc., in which Jonas agreed to purchase the outstanding equity interests of CR Software, LLC and other assets that involve developing, marketing, offering, selling and maintaining consumer collections and recovery software products.

  • Represented a cosmetics developer in the $80 million sale of 100% of its equity interests along with its non-U.S. subsidiary to private equity sponsored platform company in complex transaction.

  • Represented private equity firm Camden Partners in the $750 million sale of its portfolio company Ranir Global Holdings, the world's largest private label oral care company, to Perrigo Company PLC (NYSE, TASE: PRGO), a manufacturer of over-the-counter pharmaceuticals.

  • Represented FLRish, Inc. d/b/a StateHouse Holdings Inc. (OTCMKTS: STHZF) (formerly Harborside Inc.), a private vertically integrated California cannabis company, in its reverse takeover of Canada-based Lineage Grow Company (CSE:BUDD); their combined value exceeds $250 million, and the transaction enabled FLRish to complete an inversion transaction and a contemporaneous private placement Regulation S offering.

  • Represented Australian infrastructure and environmental services consulting firm Cardno Limited (ASX: CDD) in its $55 million acquisition of Raba Kistner Inc., a Texas-based 470-person engineering services firm; Raba Kistner becomes part of Cardno’s Construction Sciences division – a leading construction materials testing business in Australia – and significantly expands Construction Sciences’ geographic footprint.

  • Represented Naked Brand Group Inc. (Nasdaq: NAKD), an innovative fashion and lifestyle brand, in its merger with privately held Bendon Limited, a New Zealand/Australian entity and global leader in intimate apparel and swimwear in approved Merger Agreement, under which Naked and Bendon became wholly-owned subsidiaries of Naked Brand Group Limited.

  • 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.
  • 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 an affiliate of New Jersey-based Four Springs Capital Trust, a newly formed real estate investment trust, in its purchase of a 14,560-square foot Walgreens in Greenville, North Carolina for $5.625 million. The single-tenant, net-leased transaction included an assumption of the existing commercial mortgage-backed security (CMBS) loan.
  • 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.
  • 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 Antique and Vintage Woods, LLC in its acquisition of assets from Antique and Vintage Woods of America, LLC.

    • Capital Markets/Securities

  • Represented Corner Growth Acquisition Corp. 2, a Nasdaq-listed Cayman SPAC, in managing all filings with the SEC to extend its termination date; the extension was approved by shareholders and the company’s amended and restated memorandum and articles of association were amended accordingly and filed in the Caymans. Additionally, on March 10, CGA Sponsor 2, LLC, the company’s sponsor, elected to convert its Class B Ordinary Shares into Class A Ordinary Shares on a one-to-one basis pursuant to the terms of the company’s amended and restated memorandum and articles of association. 

  • Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $59 million overnight marketed offering.

  • Represented as U.S. securities counsel Jushi Holdings Inc. (CSE: JUSH) (OTCMKTS: JUSHF), a global cannabis and hemp company, in its $32 million public offering, pursuant to a takedown on a Canadian shelf registration.

  • Represented Four Springs Capital Trust, a real estate investment trust that invests in single-tenant net lease real estate, in its issuance of $40 million of Series E Preferred Shares to private equity funds managed by Guggenheim Investments, the global asset management and investment advisory business of Guggenheim Partners.
  • Representing Four Springs Capital Trust, a real estate investment trust, in its underwritten IPO. This deal filed but was subsequently abandoned due to market conditions.

  • Represented Naked Brand Group Inc., an innovative inner fashion and lifestyle brand, in its underwritten public offering and listing on the Nasdaq Capital Market.

    • Capital-Raising Transactions

  • Represented Naked Brand Group Inc., an innovative inner fashion and lifestyle brand, in raising $2.34 million from a warrant exercise tender offer.
  • Represented Four Springs Capital Trust in its offering of up to $50 million Series C Preferred Shares.
  • Represented Four Springs Capital Trust in its offering of up to $25 million Series B Preferred Shares.
  • 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 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.

    • Private Investment Funds

  • Represented Four Springs Capital Trust, a private REIT, in reaching a deal with The Carlyle Group Inc.’s Global Credit program whereby The Carlyle Group agreed to provide up to $300 million in growth capital for Four Springs Capital Trust, which plans to use the funds to scale its portfolio that includes 122 properties across 29 states. 

  • Represented Four Springs Capital Trust in connection with a $100 million credit facility with a syndicate of lenders to enable redemption in full of certain Series E Preferred Shares, to acquire real property and make other investments, and for general working capital purposes. 

  • Represented Four Springs Capital Trust, a real estate investment trust, and its subsidiaries in connection with the refinancing of a credit facility in the original principal amount of up to $150 million ($50 million subject to an accordion right under the Credit Agreement) with a syndicate of lenders secured by more than 52 real estate properties located in over 17 states.

  • Represented Four Springs Capital Trust, a private REIT that acquires and manages a diversified portfolio of single-tenant commercial real estate, in connection with a restructuring of its capital stock, following which a major institutional investor redeemed all its shares.

  • Acted as counsel to the administrative agent and sole lead arranger on behalf of a national bank to document, negotiate and close a $52 million syndicated cash flow credit facility for the management buyout of a travel and entertainment company.
  • Represented Four Springs Capital, LLC in formation of a series of funds for acquisition of NNN lease properties in the aggregate of $30 million.
  • Advised Metric Capital Partners in completing its fundraising for its second pan-European special situation fund in the amount of €465 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 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.

    • Joint Ventures

  • 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 former basketball player for the NBA's Chicago Bulls.
  • 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 was made available to more than 13 million Celcom subscribers in Malaysia.

Areas of Practice

  • Corporate Law
  • Corporate Finance
  • Mergers and Acquisitions
  • Fashion, Retail & Consumer Products

Board Memberships

  • Member, International Bar Association, Corporate and M&A Committee
    - Vice Chair
    - Chair, Private Equity Subcommittee, 2017-2020
    - Secretary, Private Equity Subcommittee, 2015-2017

  • Association for Corporate Growth (ACG) New York Chapter
    -Board Member, 2016-2018

  • Member, Duane Morris Women's Impact Network for Success
  • Member, Duane Morris Diversity & Inclusion Steering Committee

Professional Activities

  • Member of Lexis Practice Advisor M&A Advisory Board
  • Member of Lexis Practice Advisor Expert Panel for Private Equity
  • Member, Retail Marketing Society

  • Former Chair, Association for Corporate Growth (ACG) New York Chapter Women of Leadership Committee, 2016-2017, Member, Committee for Women's Programs, 2008-2017

Admissions

  • 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

Education

  • 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. (Economics), 1987
  • West Virginia University, B.A. (Chemistry), 1986

Experience

  • 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

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

Honors and Awards

  • Recognized as one of The Deal’s Top Women in Dealmaking 2023 – Mergers & Acquisitions
  • Named a Trailblazer in Cannabis Law by the National Law Journal, 2022
  • Selected for the Roll of Distinguished Alumni for the West Virginia University College of Business and Economics, 2021

  • Named one of the Most Influential Women in Mid-Market M&A, Mergers & Acquisitions, 2018-2021

  • Recipient, Cheryl Blackwell Bryson Leadership Award, Duane Morris Women's Initiative, October 2014

Selected Publications

Media Hits

Selected Speaking Engagements

  • Speaker, "Drafting Shareholder Agreements for Private Equity M&A Deals," Strafford Webinar, May 3, 2023
  • Panelist, "Drafting Shareholder Agreements for Private Equity M&A Deals," Strafford Webinar, August 18, 2021
  • Speaker, "Engaged, Impactful and Socially Responsible Investment Strategies – The How, The Where and The Why," Environmental, Social and Governance (ESG) Webinar Series, May 26, 2021
  • Speaker, "Alternative Financing Options in M&A: Seller Notes, Asset-Backed, Mezzanine, Joint Ventures, Private Equity," Strafford, Webinar, May 5, 2021
  • Panelist, "International Women’s Day #ChooseToChallenge Event," Datasite Virtual Event, March 8, 2021
  • Moderator, "SPACs: Right for the Middle Market?," Mergers & Acquisitions’ Most Influential Women Speak, February 24, 2021
  • Featured Speaker, "What’s New in PPP Loans," Exponent Women, Virtual Coffee Chat, February 22, 2021
  • Moderator, "Structuring Deals: How to Allocate Risks in the Current Environment," iGlobal Forum’s 10th Independent Sponsors Summit, January 28, 2021
  • Panelist, "Reestablishing Investor Confidence: Corporate Governance," INCBA Cannabis Law Institute 2020, October 8, 2020
  • Speaker, "CARES Act Webinar: Latest Developments and Insights," Duane Morris Institute (DMi), Webinar, April 3, 2020
  • Interviewed for ACG NY WOL Summit 2020, February 19, 2020

  • Moderator, "Private Equity Investing in Fashion and Retail," ACG Annual Consumer & Retail Conference, New York City, October 17, 2019

  • Speaker, "Legal Overview of Cannabis," ARCVIEW Women’s Investor Network Retreat, New York City, October 5, 2019

  • Moderator, "The M&A Primer," INCBA Cannabis Law Institute, New York City, October 4, 2019

  • Moderator, "Hot Topics in Private Equity," IBA Annual Conference, Seoul, South Korea, September 26, 2019

  • Panelist, "How to Access the Best Managers via GP-Co Investments or Direct Investment Structures," Opal Family Office Winter Forum, New York City, March 6, 2019

  • Moderator, "The Rise and Fall (and Rescue) of the Brand: The Importance of Protecting the Brand (Real Case Studies)," European Fashion & Luxury Law Conference, Milan, Italy, June 21, 2018

  • Interviewed on Marketplace with Kai Ryssdal on the AT&T/Time Warner merger, March 16, 2018

  • Moderator, "Building a Better Mousetrap: Structuring PE Investments in Today's Economic Environment," International Bar Association Annual Meeting, Australia, October 9, 2017
  • Interviewed in, "Uber Says Changes Are Coming, Kalanick Fate Unclear," Bloomberg TV, June 12, 2017

  • Moderator, The Leadership Parity: How Women Have Risen to the Top Seats in Private Equity and Actions to Continue the Trend, ACG New York, Women of Leadership Summit, January 19, 2017

  • Panelist, "Fueling the Fire: How leading firms are accelerating growth and closing deals," Liquidity and Capital Raising National Forum, October 24, 2016
  • Moderator, "Dealmakers Series: PE Investing in Consumer and Retail," New York City, August 2, 2016
  • Featured on "The Challenges Facing the Daily Mail in a Yahoo Bid," Bloomberg News Video, April 11, 2016
  • 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