Heather Carmody practices in the area of corporate law, with a focus in mergers and acquisitions, securities law, private equity, venture capital, corporate finance and general corporate matters. She has experience representing private and public companies in connection with stock and asset sales as well as capital-raising activities, including private placements and public offerings of equity and debt securities. In addition, Ms. Carmody advises companies with respect to SEC regulations, governance issues and other corporate and securities law matters.
Ms. Carmody is a 2003 graduate of Rutgers University School of Law-Camden and a 1997 graduate of the College of Wooster.
Areas of Practice
· Mergers and Acquisitions
· Securities Law
· Represented Philadelphia Consolidated Holding Corp. (Formerly NASDAQ: PHLY) in its securities and transactional matters, including the sale of the company to Tokio Marine Holdings, Inc. for consideration totaling approximately $4.7 billion.
· Represented a NYSE MKT-traded company in its acquisition of all of the equity of a private brokerage firm for consideration totaling approximately $21 million in a mix of cash, public company equity and equity in a subsidiary of the public company.
· Represented a private investment firm in its merger with a subsidiary of a public REIT involving transaction consideration of $61 million in registered common stock.
· Represented The Bon-Ton Stores, Inc. (NASDAQ: BONT) in comprehensive $1.8 billion financing of the acquisition of assets comprising 140 stores from Saks Incorporated, which included $1.0 billion in senior secured debt, $510 million in notes issued under Rule 144A, and $260 million in real-estate-backed securities.
· Represented The Bon-Ton Stores, Inc. (NASDAQ: BONT) in its exchange of $510 million in notes issued under Rule 144A for registered notes in the same principal amount.
· Represented Petroleum Development Corporation (now known as PDC Energy, Inc. (Nasdaq: PDCE) in a $48 million common stock offering.
· Represented Quaker Chemical Corporation (NYSE: KWR) in its $50 million common stock offering.
· Represented a NYSE MKT-traded company in the preparation, filing and obtaining effectiveness of a $300 million universal shelf registration.
· Represented The Bon-Ton Stores, Inc. (NASDAQ: BONT) in the preparation, filing and obtaining effectiveness of a $150 million universal shelf registration.
· Represented a subsidiary of a NYSE MKT-traded company in its role as creditor in a bankruptcy restructuring, which involved the sale of Trust Preferred securities back to the issuer and foreclosure on certain collateral pledged to support payments due under such Trust Preferred securities.
· Represented Guardian Capital Partners in the acquisition of a controlling interest in Kwik Tek Inc. for an undisclosed sum.
· Represented Argosy Partners and Capital Solutions, Inc. in their acquisition of an international industrial lubricant reprocessing division of a multi-national oil company for consideration totaling $24 million.
· Represented a commercial printer in the acquisition of a distribution and fulfillment company for an undisclosed sum.
· Represented security services company in multiple asset acquisitions of target companies, including synergistic and complementary business lines, for consideration ranging from $8 million to $27 million.
· Duane Morris LLP
- Partner, 2012-present
- Associate, 2009-2011
· WolfBlock LLP
- Associate, 2005-2009
· Dechert LLP
- Associate, 2003-2005
· Theatre Alliance of Greater Philadelphia
· Co-author, "SEC Proposes Disqualifying "Bad Actors" from Rule 506 Offerings," Duane Morris Alert, June 6, 2011
· Co-author, "Words Matter: Financial Advisors Need to Be Careful Using Form Engagement Letters," Duane Morris Alert, November 6, 2009
· Noted in "On the Boards," The Philadelphia Inquirer, January 30, 2012