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    Home /  Lawyers /  Heather L. Coleman

    Heather L. Coleman

    Partner

    Heather L. Coleman Headshot Photo Portrait backdrop

    New York

    +1-212-558-4000

    |

    colemanh@sullcrom.com

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    Heather Coleman is a partner in Sullivan & Cromwell’s General Practice Group, focusing her practice on a variety of executive compensation, corporate governance and securities matters. She is also active in the Firm’s restructuring practice. Ms. Coleman has broad experience advising public and private companies and individual senior executives on executive compensation and benefits matters in a range of corporate transactions and in a regular advisory role. She also frequently counsels clients on ongoing public company matters, including their Securities Exchange Act of 1934 reports and corporate governance and disclosure compliance.

    Ms. Coleman is an Empire State Counsel pro bono honoree and a visiting lecturer in law at Yale Law School, where she teaches Corporate Crisis Management.

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    Spotlight

    xAI and X Merge in a $113 Billion Transaction

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    S&C Advises Industrious in $800 Million Acquisition by CBRE

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    S&C Advises United Rentals in $4.8 Billion Acquisition of H&E Equipment Services

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    S&C Advises HomeStreet in Merger Agreement with FirstSun Capital

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    S&C Advises Amgen in Obtaining FTC and Global Clearances of Its $27.8 Billion Acquisition of Horizon Therapeutics, Leading to Deal’s Closing

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    Experience

    Experience

    Mergers and Acquisitions

    • TricorBraun in its acquisition of Veritiv Containers
    • Baxter International in the $3.8 billion acquisition of its Kidney Care Segment, Vantive, by Carlyle, $4.25 billion divestiture of BioPharma Solutions to Advent International and Warburg Pincus and acquisition of Hillrom for a total enterprise value of $12.4 billion
    • FGS Global in connection with KKR’s acquisition of WPP’s full equity position in FGS, on governance and certain U.S. corporate and securities law matters, in connection with its acquisition of Longview Communications and Public Affairs, and in its investment by KKR
    • Electronic Merchant Systems in a strategic majority investment by BharCap Partners
    • Cornerstone Building Brands in its $475 million acquisition of Mueller Supply Company, $5.8 billion acquisition by Clayton, Dubilier & Rice and $245 million acquisition of Cascade Windows
    • Joe Tsai, chairman and co-founder of Alibaba Group, in connection with the issuance of a minority interest in BSE Global, the parent company of the Brooklyn Nets, New York Liberty and Barclays Center, to investors Julia Koch and her children and in his acquisition of the Brooklyn Nets and the Barclays Center

    • United Rentals in multiple transactions, including its $4.8 billion proposed acquisition of H&E Equipment Services, later terminated, $1.1 billion acquisition of Yak Access, Yak Mat and New South Access & Environmental Solutions from Platinum Equity, $2 billion acquisition of Ahern Rentals, acquisition of Franklin Equipment, $996 million acquisition of General Finance, $2.1 billion acquisition of Vander Holdings Corporation and its subsidiaries including BlueLine Rental, LLC, $715 million acquisition of BakerCorp International Holdings, Inc., $1.3 billion acquisition of Neff Corporation and $965 million acquisition of NES Rental Holdings II, Inc.
    • Kering Beauté in its acquisition of House Creed
    • Temasek in Artémis’, the Pinault family’s investment company, acquisition of a majority stake in Creative Artists Agency (CAA) previously held by TPG
    • American Equity Investment Life Holding Company in its approximately $4.3 billion acquisition by Brookfield Reinsurance
    • AcBel Polytech in its $505 million acquisition of ABB's Power Conversion division (f/k/a Lineage Power)
    • CONMED in its acquisition of Biorez for up to $250 million, in its acquisition of In2Bones Global for up to $255 million, change of its state of incorporation from New York to Delaware and $365 million acquisition of Buffalo Filter
    • Kering and Kering Eyewear in connection with Kering Eyewear’s acquisition of Maui Jim
    • Raymond James Financial in its $1.3 billion acquisition of TriState Capital
    • Columbia Banking System, Inc. in multiple transactions, including its merger with Umpqua Holdings, which combined the two banks to create one of the largest banks headquartered in the West with more than $50 billion in assets, $256 million acquisition of Bank of Commerce Holdings, $644.1 million acquisition of Pacific Continental Corporation and $121.5 million acquisition of Intermountain Community Bancorp
    • Mitsubishi UFJ Financial Group in its $8 billion sale of MUFG Union Bank to U.S. Bancorp
    • Goldman Sachs as sole placement agent in connection with Stripe’s Series I fundraise of more than $6.5 billion at a $50 billion valuation, The Goldman Sachs Group in its $2.25 billion acquisition of GreenSky, €1.7 billion acquisition of NN Investment Partners from NN Group, and Goldman Sachs Asset Management Division and Altor in their $1.05 billion sale of Navico to Brunswick Corporation
    • Citizens Financial Group in its $149 million acquisition of JMP Group and $3.5 billion merger with Investors Bancorp
    • Oaktree Capital Management in its $250 million investment in Priority Power Management
    • GAF, a Standard Industries company, in its acquisition of FT Synthetics
    • Brown Brothers Harriman & Co. in its $3.5 billion proposed sale of its Investor Services business to State Street, later terminated
    • Atlantic Capital Bancshares in its $542 million merger with South State Corporation
    • Thimble Point Acquisition Corp., a SPAC, in its $1.6 billion combination with Pear Therapeutics
    • Standard Industries Holdings in its $7 billion acquisition of W. R. Grace & Co.
    • Knoll in multiple transactions, including its $1.8 billion acquisition by Herman Miller and $164 million PIPE transaction, consisting of the sale of newly issued convertible preferred stock to Investindustrial VII L.P.
    • BancorpSouth Bank in its $6 billion merger with Cadence Bancorporation
    • Ontario Teachers’ Pension Plan in its strategic investment in Mitratech
    • Reinvent Technology Partners Z, a SPAC led by Reid Hoffman, Mark Pincus and Michael Thompson, in its $5 billion acquisition of Hippo Enterprises, under which the combined company became publicly traded, and the $550 million PIPE in connection with the merger
    • Amgen in its $27.8 billion acquisition of Horizon Therapeutics, its approximately $1.9 billion acquisition of Five Prime Therapeutics and its $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Corporation in connection with Celgene’s merger with Bristol-Myers Squibb
    • M&T Bank in its $8.3 billion acquisition of People’s United Financial
    • Ares Management and Ontario Teachers’ Pension Plan Board in their acquisition of a majority interest in TricorBraun
    • Integra LifeSciences in its acquisition of Acell for up to $400 million
    • Navistar International in its $3.7 billion acquisition by TRATON (formerly Volkswagen Truck & Bus) and strategic alliance with TRATON
    • Garrett Motion in its $2.6 billion proposed acquisition by KPS Capital Partners, its enhanced proposal from a consortium of stockholders led by Centerbridge Partners and Oaktree Capital Management, and successful emergence from Chapter 11
    • Tiffany & Co. in its approximately $16 billion acquisition by LVMH Moët Hennessy Louis Vuitton
    • Novartis in its $9.7 billion acquisition of The Medicines Company
    • Insight Enterprises in its $581 million acquisition of PCM
    • Rabobank Group in its $2.1 billion sale of its U.S. national bank subsidiary, Rabobank, N.A., to Mechanics Bank
    • Forest City Realty Trust in its $11.4 billion acquisition by Brookfield Asset Management
    • Andeavor in its $35.6 billion acquisition by Marathon Petroleum and $6.4 billion acquisition of Western Refining
    • Verifone Systems Inc. in its $3.4 billion acquisition by an investor group led by Francisco Partners
    • Impax in its $5.5 billion merger with Amneal Pharmaceuticals
    • Ron Shaich founder, chairman and CEO of Panera Bread in connection with his investment vehicle Act III Holdings’ significant equity investment in Cava Group, to finance the $300 million acquisition of Zoe’s Kitchen
    • Teva Pharmaceutical Industries in its $40.5 billion acquisition of Allergan Generics
    • Kraft Foods Group Inc. in its $55 billion merger with H.J. Heinz Holding Corp. to create The Kraft Heinz Company
    • Panera Bread in its $7.5 billion acquisition by JAB
    • American International Group, Inc. in its acquisition of Hamilton USA, its sale of United Guaranty Corporation to Arch Capital Group and its sale of AIG Advisor Group
    • AT&T in its $2.5 billion purchase of Mexican wireless company Iusacell from Grupo Salinas and in its $1.875 billion purchase of Nextel Mexico from NII Holdings, Inc.
    • Axel Springer SE in its acquisition of Business Insider

    Capital Markets

    • The underwriters in the $470.6 million IPO of Clear Secure
    • The underwriters in the $492.3 million SEC-registered IPO and NYSE listing by ON24, Inc.
    • Coronado Global Resources, Inc. in its A$773.7 million ($551.7 million) IPO
    • The underwriters in the $263.5 million IPO of Anaplan
    • Byline Bancorp in its IPO
    • First Hawaiian Bank in its $555.7 million IPO
    • Orion Engineered Carbons in its IPO

    Restructuring and Governance

    • LSC Communications Inc. and its subsidiaries in their Chapter 11 proceedings
    • White Star Petroleum in its Chapter 11 bankruptcy and acquisition by Contango Oil & Gas Company
    • Quality Care Properties in its bankruptcy acquisition of HCR ManorCare
    • The official creditors committee in the Chapter 11 proceedings of Energy Future Holdings Corp. (EFH) and of Dendreon Corp
    • Eastman Kodak Company in connection with its bankruptcy proceedings, including approval of contested incentive arrangements
    • American International Group, Inc. in a series of integrated transactions to recapitalize the company and in a range of corporate governance matters, including with respect to compensation matters under TARP
    • Executives and boards in connection with senior executive appointments and transitions, including Satya Nadella for Microsoft, Robert Kelly and Gerald Hassell for BNYMellon and Tracey Wolstencroft at Heidrick & Struggles
    • Numerous hedge funds, private equity managers and investment professionals in governance, employment and compensation matters
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    News

    News

    • xAI and X Merge in a $113 Billion Transaction

      March 28, 2025
    • S&C Advises Industrious in $800 Million Acquisition by CBRE

      January 27, 2025
    • S&C Advises United Rentals in $4.8 Billion Acquisition of H&E Equipment Services

      January 14, 2025
    • S&C Advises Baxter in $3.8 Billion Sale of Vantive Kidney Care Segment to Carlyle

      August 15, 2024
    • S&C Advises FGS Global in Acquisition by KKR Valued at $1.7 Billion

      August 8, 2024
    • S&C Advises Tsai Family in Sale of Sports Business Minority Stake to Koch Family

      July 15, 2024
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    Publications, Videos and Podcasts

    Publications, Videos and Podcasts

    • Melissa Sawyer, Heather Coleman and June Hu Present Webinar on Lessons From the 2023 Proxy Season and Trends for 2024

      Webinars September 18, 2023
    • 2023 Proxy Season Review

      Emerging Issues
    • ESG Trends and Hot Topics

      Newsletters May 31, 2022
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    Credentials

    Credentials

    Education

    • Yale Law School, J.D., 2007
    • Washington and Lee University, B.A., 2004

    Bar Admissions

    • New York
    • New Jersey

    Clerkships

    • The Honorable Michael A. Chagares, United States Court of Appeals, Third Circuit, 2007-2008
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    Related Practices

    Related Practices

    • General Practice
    • Capital Markets
    • Corporate Governance
    • Environmental, Social and Governance (ESG)
    • Executive Compensation
    • Investment Management
    • Mergers & Acquisitions
    • Restructuring
    • Trade Secrets
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