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Heather L. Coleman

Partner

Heather L. Coleman

Partner
New York +1-212-558-4000+1-212-558-4000 +1-212-558-3588+1-212-558-3588
[email protected]

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.



SELECTED REPRESENTATIONS

Mergers and Acquisitions
  • Columbia Banking System, Inc. in multiple transactions, including its pending merger with Umpqua Holdings, creating a combined organization that will be a leading West Coast franchise 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 pending sale of MUFG Union Bank to U.S. Bancorp
  • The Goldman Sachs Group in its $2.25 billion pending acquisition of GreenSky, €1.6 billion pending 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 pending acquisition of JMP Group and $3.5 billion pending merger with Investors Bancorp
  • Oaktree Capital Management in its $250 million investment in Priority Power Management
  • GAF, a Standard Industries company, in its pending acquisition of FT Synthetics
  • Brown Brothers Harriman & Co. in its $3.5 billion pending sale of its Investor Services business to State Street
  • Baxter International in its pending acquisition of Hillrom for a total enterprise value of $12.4 billion
  • Cornerstone Building Brands in its $245 million acquisition of Cascade Windows
  • Atlantic Capital Bancshares in its $542 million pending merger with South State Corporation
  • Thimble Point Acquisition Corp., a SPAC, in its $1.6 billion pending combination with Pear Therapeutics
  • Standard Industries Holdings in its $7 billion acquisition of W. R. Grace & Co. 
  • United Rentals in its 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.
  • 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 pending 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 approximately $1.9 billion acquisition of Five Prime Therapeutics
  • M&T Bank in its $7.6 billion pending 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
  • Joe Tsai, executive vice chairman and co-founder of Alibaba Group, in his acquisition of the Brooklyn Nets and the Barclays Center
  • Amgen in its $13.4 billion acquisition of worldwide rights to Otezla® (apremilast) from Celgene Corporation in connection with Celgene’s merger with Bristol-Myers Squibb
  • 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
  • CONMED in the change of its state of incorporation from New York to Delaware and its $365 million acquisition of Buffalo Filter
  • 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 Amgen 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