Heather M. Ducat

Heather focuses her practice on the representation of public companies in connection with corporate governance, Sarbanes-Oxley, securities regulations, NYSE and Nasdaq listing standards, and securities offerings (including 144A debt offerings). She has represented public companies and underwriters in securities offerings, including equity and secured and unsecured debt, exceeding $1 billion.

Heather also represents both public and private companies in merger and acquisition transactions ranging in size to more than $8 billion, and she advises public companies on internal restructuring projects, including consolidations, inversions, and spinoff transactions.

Heather has served as outside counsel to a variety of clients, including a global leader in entertainment, communications, and networking technology; a leading payments technology company, an energy holding company; a leading global provider of technology products and solutions; a Fortune 1000 natural gas energy company; one of the world’s largest cash management companies; and a leading global agricultural product supplier.

Heather’s responsibilities include advising public companies on compliance with federal securities laws, communicating with and advising senior executives and directors, drafting public disclosure documents, and drafting and negotiating public offering documents. Heather also has experience representing underwriters in securities offerings and navigating FINRA corporate financing compliance.

• Served as company counsel for more than $1 billion in consecutive primary and secondary offerings for newly public up-C structured electronics payments company, including a concurrent common stock and 144A convertible notes offering.
• Served as company counsel for private placements of mortgage bonds and senior notes by various energy utilities, including more than $1 billion in 2020.
• Served as underwriters counsel for the first equity offering by a BDC of more than $1 billion.
• Served as company counsel for the $440 million private placement of senior notes by global leader in cash management.
• Served as company counsel for the underwritten offering of more than $500 million in mandatory convertible preferred stock by a global leader in high-quality, end-to-end signal transmission solutions.
• Counseled a major coal company with respect to its $1 billion public offering of convertible debt and common stock and a related $335 million tender offer.
• Representing PNM Resources, Inc. in connection with their merger with Avangrid, valued at $8.3 billion, terminated following rejection by state utility commission.
• Represented ARRIS International plc in its sale to CommScope, valued at more than $7 billion.
• Represented ARRIS in its acquisition of Pace for $2.1 billion and the related inversion transaction.
• Represented Lumos Networks Corp. in its sale to EQT Infrastructure for $950 million.
• Represented EarthLink Holdings Corp. in its merger with Windstream, valued at $1.1 billion.
• Advised on the acquisition of Matria Healthcare Inc. by Inverness Medical for $1.1 billion.
• Counseled New River Pharmaceuticals Inc. in its acquisition by Shire for $2.6 billion.
• Represented Belden Inc. in the sale of Grass Valley Business to Black Dragon Capital.

• Rising Star, Securities and Corporate Finance, Law & Politics and Atlanta Magazine (2009, 2012, 2017)