Nanette C. Heide

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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 formed and structured private equity and hedge funds. She is Chair of Duane Morris' Fashion, Retail & Consumer Products Group and is a member of the firm's Partners Board.

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 fashion, retail and consumer products to communications, media and Internet-based businesses.

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.

Representative Matters

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

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
    - Private Equity Subcommittee
    - Vice Chair, 2017 to present
    - Secretary, 2015-2017
  • Association for Corporate Growth (ACG) New York Chapter
    -Board Member, 2016 to present
  • Member, Duane Morris Women's Impact Network for Success
  • Member, Duane Morris Diversity & Inclusion Steering Committee

Professional Activities

  • Member of Lexis Practice Advisor Expert Panel for Private Equity
  • Association for Corporate Growth (ACG) New York Chapter
    - Committee for Women's Programs, 2008-present
  • Member, Retail Marketing Society
  • Former Chair, ACG New York Chapter Women of Leadership Committee, 2016-2017

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

  • Nominated for Mergers & Acquisitions Magazine: Most Influential Women in Middle-Market M&A, 2018
  • Recipient, Cheryl Blackwell Bryson Leadership Award, Duane Morris Women's Initiative, October 2014

Selected Publications

Selected Speaking Engagements

  • 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
  • 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