Heyward D. Armstrong

Heyward Armstrong joined Smith Anderson in July 2006, where his practice focuses on corporate and securities law, including advising companies and their officers and directors on public company securities compliance, public and private offerings, mergers and acquisitions, divestitures and corporate governance matters. These matters involve a variety of industries, including a focus on the pharmaceutical, biotech and other life sciences areas. Heyward leads Smith Anderson’s Public Companies practice group.

Before joining Smith Anderson, Heyward practiced law at an international law firm in London, England, where his practice focused on advising U.S. and non-U.S. private investment funds and fund managers on a broad range of legal issues arising under U.S. federal and state securities laws and regulations. 

Before working in London, Heyward clerked for the Honorable James A. Beaty, Jr., United States District Judge for the Middle District of North Carolina.

While in law school, Heyward interned with the U.S. Securities and Exchange Commission’s Division of Enforcement, where he assisted in cases involving accounting fraud, insider trading and other securities law violations.

Prior to attending law school, Heyward was employed as a Senior Accountant with a global accounting firm in Raleigh, N.C., in its Assurance and Advisory Business Services group, where he supervised the planning and completion of audits of a number of public and private companies. He is licensed as a Certified Public Accountant.

Recognition

• The Best Lawyers in America®
  
  • Securities / Capital Markets Law (2024-2025)
    
  • Securities Regulation (2024-2025)
  • Corporate Law (2025)
  • Mergers and Acquisitions Law (2025)
• IFLR1000: The Guide to the World's Leading Financial Law Firms, M&A 
  • "Notable Practitioner" (2023-2024)
  • "Rising Star" (2018-2021)
• Silver Medal, North Carolina CPA exam, May 1998

Clerkships

• Clerked for the Honorable James A. Beaty, Jr., United States District Judge for the Middle District of North Carolina

Education

• University of North Carolina, J.D., high honors, 2003
  • Executive Articles Editor, North Carolina Law Review
  • Staff Member, North Carolina Law Review
  • Order of the Coif
• Wake Forest University, M.S. in Accountancy, 1998
• Wake Forest University, B.S. in Accountancy, magna cum laude, 1998

Bar & Court Admissions

Certifications

• American Institute of Certified Public Accountants
• North Carolina Association of Certified Public Accountants
• North Carolina Bar Association
• Member and Past Chair, Symposium Conference Committee, North Carolina Association of Certified Public Accountants
• Raleigh Chamber, Leadership Raleigh, Class 30
• Immediate Past Chair, Board of Directors, The Center for Volunteer Caregiving
• Former Member, Finance Committee, Hudson Memorial Presbyterian Church

• Represented a private-equity owned, industry leading contract development and manufacturing organization (CDMO) in its acquisition of a Nasdaq- listed contract development and manufacturing organization, with a deal value of approximately $183 million.
• Advised a Nasdaq-listed pharmaceutical development company in the acquisition of a specialty dermatology company for up to $51 million in up-front and contingent consideration.
• Represented a Nasdaq-listed bank holding company in a public offering of subordinated notes for aggregate proceeds of $350 million.
• Represented a Nasdaq-listed bank holding company in a public offering of depositary shares representing interests in preferred stock for aggregate proceeds of $345 million.
• Represented a leading genome editing company in its approximately $2.7 billion research collaboration, including an upfront payment of $135 million, with a global, publicly-traded pharmaceutical company to develop and commercialize gene editing-based gene therapies for up to six targets, a deal that won a 2021 "Impact Deal of the Year" award from LMG Life Sciences.
• Represented a private equity fund in its acquisition of a leading contract research organization and contract development and manufacturing organization specializing in cell and gene therapy.
• Advised a specialty pharmaceutical company in a definitive agreement to acquire product rights from a specialty pharmaceutical company.
• Advised an international research-oriented healthcare group in its acquisition of worldwide product rights to a rare disease therapy.
• Advised a global semiconductor company on the sale of its radio frequency (RF) product line for $75 million in cash plus stock valued at approximately $60 million.
• Represented an international research-oriented healthcare group in the acquisition of worldwide product rights from a Canadian pharmaceutical company.
• Advised a company specializing in video game and software development in a definitive agreement to acquire a company that developed a presence-based social networking platform connecting users online through live video on mobile and desktop apps.
• Advised a private equity fund in its acquisition of a leading provider of staffing resources to the biotechnology, pharmaceutical and medical device companies for clinical trial needs.
• Represented a leading genome editing company dedicated to improving life in its $145.4 million initial public offering of 9,085,000 shares of common stock at a public offering price of $16.00 per share.
• Representation of a sports blockchain start-up in the launch of the first initial coin offering (ICO) pre-sale on Indiegogo's and MicroVentures’ joint global ICO platform and its ongoing preparation for the planned launch of its public utility token offering.
• Advised a multinational Fortune 500 provider of product development and integrated healthcare services in its merger with a NYSE-listed global information and technology services company, creating a leading information and tech-enabled healthcare service provider. The equity market capitalization of the joined companies was more than $17.6 billion at closing.
• Represented a global solid state LED lighting and semiconductor manufacturing company in connection with its announced agreement for its $850 million sale of assets to a publicly traded German semiconductor company. The transaction was terminated before completion due to regulatory considerations.
• Represented a NYSE-listed energy company in a strategic alliance with an on-site power generation systems company to integrate an energy platform with smart storage solutions, including an initial 50 megawatt project involving distributed generation systems at over 150 sites.
• Represented an international health care group and its U.S. specialty pharmaceutical company subsidiary in obtaining multinational rights to three cardiovascular drugs from a large public pharmaceutical company for $264 million in cash at closing, up to $480 million in milestone and royalty payments, and the assumption of up to $50 million in milestone payment obligations.
• Represented a global provider of biopharmaceutical development services and commercial outsourcing services in its $1.1 billion initial public offering and listing on the New York Stock Exchange and in subsequent secondary offerings totaling approximately $3 billion.
• Advised a semiconductor and LED company on the divestiture of its lighting products business unit for an initial cash payment of $225 million plus the potential to receive an earn-out payment based on the business’s post-closing performance.
• Represented a public specialty pharmaceutical company in its $150 million acquisition of a private specialty pharmaceutical company.
• Represented an international healthcare group in the acquisition of multinational product rights from a large public pharmaceutical company for an upfront payment of $72.2 million, with additional milestone payments based on sales targets.
• Advised a UK-based drug development services organization in its acquisition of an expert clinical pharmacology business.
• Advised a UK-based drug development services organization in the acquisitions of multiple pharmaceutical contract development and manufacturing organizations.
• Assisted a global pharmaceutical contract manufacturing and development company with its $30 million subscription rights offering.
• Advised a private equity fund on the acquisition, equity and debt financing of a reference laboratory.
• Represented a leading provider of open source enterprise IT products and services in its acquisition of a provider of open source integration and messaging.
• Represented a global financial services technology company in its acquisition of a leading provider of deal analytics and valuation technology.
• Represented a global solid state LED lighting and semiconductor manufacturing company in connection with its $525 million stock acquisition of a manufacturer and distributor of commercial lighting products.
• Assisted a global pharmaceutical contract manufacturing and development company with the registration of its shares under the Securities Exchange Act.
• Represented a global provider of biopharmaceutical development services and commercial outsourcing services with its $525 million offering of senior notes and a related holding company reorganization and spinoff of a subsidiary to its shareholders.
• Represented a private specialty pharmaceutical company in its reverse merger acquisition of a Nasdaq-listed specialty pharmaceutical company.
• Advised a specialty pharmaceutical company in the sale of a subsidiary to and its investment in a privately held specialty pharmaceutical company.
• Represented a global provider of biopharmaceutical development services and commercial outsourcing services in connection with a private equity transaction that reconstituted the company’s ownership and provided liquidity to its existing security holders.
• Represented a leading supplier of aggregates and heavy building materials in its $420 million sale of its California cement business.
• Advised a U.S. subsidiary of an international health care group in an agreement to acquire rights to certain intellectual property and know-how relating to a cardiovascular therapeutic product.