SCOTT WILLIAMS is a partner in the Mergers and Acquisitions practice group in the Chicago office. Scott has experience representing clients across a broad spectrum of industries, including financial services, insurance, energy, healthcare and life sciences, consulting, retail, consumer products, machine industrial and food services. Scott is known for his work on highly-complex and first-in-kind transactions. His work over his 20 plus years of practice has included public and private mergers and acquisitions, spinoffs, carveout sales of businesses, joint ventures, significant investments, and bankruptcy reorganizations.
Scott has played a significant role in transactions with an aggregate value in excess of $250 billion. Representations include:
Public Company Mergers
- Publicly traded Broadmark Realty Capital Inc. in its pending merger with Ready Capital Corporation.
- Publicly traded Regal Rexnord Corporation in its $4.95 billion acquisition of publicly traded Altra Industrial Motions Corp.
- Publicly traded Regal Beloit Corporation in its $9.1 billion combination with the PMC Business of Rexnord Corporation by way of a reverse morris trust.
- Publicly traded MTS Systems Corporation in connection with its response to multiple unsolicited takeover proposals, review of strategic alternatives and ultimate sale to Amphenol Corporation for approximately $1.7 billion.
- Publicly traded Cubic Corporation in its sale to funds affiliated with Veritas Capital Fund Management LLC and Elliott Management for approximately $3.0 billion, including Cubic’s response to Veritas Capital and Elliott Management’s unsolicited takeover proposal and a competing proposal from Singapore Technologies Engineering.
- Funds of I Squared Capital in connection with the acquisition of publicly traded Atlantic Power Corporation for approximately $961 million.
- Publicly traded InnerWorkings, Inc. in its review of strategic alternatives and ultimate sale to HH Global, a portfolio company of Blackstone Opportunities Tactical Fund for approximately $303 million.
- Publicly traded Navigant Consulting, Inc. in connection with its $1.1 billion sale to Guidehouse LLP, an affiliate of Veritas Capital Fund Management LLC.
- Jones Lang LaSalle in connection with the $2 billion acquisition of publicly traded HFF, Inc.
- Publicly traded KapStone Paper and Packaging Corporation in its $4.9 billion sale to WestRock Company.
- Publicly traded Cabela’s Incorporated in connection with its $5 billion sale to Bass Pro Group and the related $2 billion sale of its credit card portfolio.
- Publicly traded Sigma-Aldrich Corporation in its $17 billion sale to Merck KGA.
- Publicly traded Catamaran Corporation in connection with its:
- $13.5 billion sale to UnitedHealth Group
- $4 billion acquisition of publicly traded Catalyst Health Solutions, Inc. and the related debt and equity financings
- $143 million acquisition of publicly traded National Medical Health Card Systems, Inc.
- GSO Capital Partners in connection with its $2.4 billion acquisition of publicly traded NewStar Financial Inc.’s loan portfolio and the related acquisition by First Eagle Investment Management of NewStar.
- Clearlake Capital in its $5.2 billion acquisition of publicly traded Cornerstone OnDemand, Inc.
- Constant Contact, Inc., an affiliate of Clearlake Capital, in its acquisition of publicly traded SharpSpring, Inc.
- Funds managed by affiliates of Apollo Global Management LLC in connection with the $2.6 billion acquisition of publicly traded Aspen Insurance Holdings Ltd.
- Markel Corporation in its $920 million acquisition of publicly traded State National Companies Inc.
- A special committee of the board of directors of Coty, Inc. in reviewing a $1.75 billion tender offer by an affiliate of JAB Partners.
- Publicly traded Care Capital Properties Inc. in connection with its approximate $7.5 billion combination with Sabra Health Care REIT, Inc.
- Publicly traded Con-way Inc. in its $3 billion sale to XPO Logistics, Inc.
- BorgWarner Inc. in its $1.2 billion acquisition of publicly traded Remy International Inc.
- Discover Financial Services in connection with its:
- $600 million acquisition of publicly traded The Student Loan Corporation
- $15 billion spinoff from Morgan Stanley
- Exelon Corporation in connection with its:
- $14.2 billion unsolicited exchange offer for NRG Energy, Inc. and the related proxy contest
- attempted $26 billion acquisition of Public Service Enterprise Group Incorporated
- Alberto-Culver in connection with its:
- $3.7 billion sale to Unilever
- “sponsored spinoff” of its Sally Beauty/BSG Distribution Business in which Alberto-Culver separated from its Sally/BSG Distribution Business, Sally/BSG paid a $25 per share dividend to Alberto-Culver’s stockholders and an investment vehicle formed by a fund managed by Clayton, Dubilier & Rice invested $575 million in Sally/BSG, reflecting a value for Sally/BSG of approximately $3 billion
- First Data Corporation in a number of transactions, including its:
- $29 billion sale to KKR
- $18 billion spinoff of The Western Union Company, including the related debt-for-debt exchange and other financings
- Equity Office Properties Trust in its $39 billion sale to The Blackstone Group.
- Walgreens Boots Alliance in connection with its $409 million acquisition of publicly traded drugstore.com.
- Publicly traded Meadowbrook Insurance Group, Inc. in its $450 million sale to Fosun International.
- Ingredion Corporation in connection with its $340 million acquisition of publicly traded Penford Corporation.
- R.R. Donnelley & Sons Company in connection with its:
- acquisition of publicly traded Courier Corporation
- acquisition of publicly traded EDGAR Online
- Tellabs, Inc. in its $1.5 billion acquisition of publicly traded Advanced Fibre Communications, Inc.
- Publicly traded United Holdings Insurance Corporation in connection with its strategic combination with American Costal Insurance Company, a combination that created a $1 billion premium company and one of the leading CAT writers in the United States.
Spinoffs
- Fortune Brands Home & Security, Inc. in connection with the spinoff of its Cabinets business.
- Regal Beloit in its $9.1 billion reverse morris trust.
- First Data in connection with its $18 billion spinoff of The Western Union Company.
- Discover Financial Services in connection with its $13 billion spinoff from Morgan Stanley.Alberto-Culver/Sally Beauty in connection with its $3 billion “sponsored spinoff.
- Sara Lee Corporation spinoff of Hanes Brands.
- Kimberly-Clark spinoff of Neenah Paper, Inc.
Carve Out Transactions
- Cornerstone OnDemand in connection with its $200 million acquisition of SumTotal of Skillsoft.
Cornerstone OnDemand in connection with its acquisition of EdCast. - Symplr in its agreement to acquire Midas Health Analytics Solutions from Conduent Incorporated for $340 million.
- Beacon Roofing Supply, Inc. in the sale of its interiors business for $850 million to funds affiliated with American Securities LLC.
- The Western Union Company in connection with the $750 million sale of its SpeedPay business.
- Navigant Consulting, Inc. in connection with the $470 million sale of its Disputes, Forensics and Legal Technology and Transaction Advisory Services businesses.
- Brunswick Corporation in connection with the $270 million sale of its North American retail bowling center business to Bowlmor AMF.
- The Hillshire Brands Company in a number of transactions, including its:
- sale of its U.S. Fresh Bakery Business
- sale of its Spanish Fresh Bakery Business
- $550 million sale of its international Direct Selling Business.
- MidCap Financial in connection with a number of transactions, including (a) an approximately $800 million capital raise in 2021, (b) an approximately $300 million preferred capital raise in 2020 and (c) capital raises in 2015.
- Exelon Corporation in connection with its acquisition of the James A. FitzPatrick Nuclear Power Plant.
Joint Ventures and Multiparty Investments
- Clearlake Capital Group, L.P. in a significant new equity investment in Dodge Construction Network.
- Coty, Inc. in connection with the formation of its $1 billion Younique joint venture.
- MidCap Financial, a non-bank commercial lender managed by Apollo Capital Management, L.P., in connection with its
- $1.5 billion formation, structuring and capitalization
- 2015 capital raise
- $300 million preferred capital raise in 2020
- $800 million capital raise in 2021
- First Data Corporation in connection with its Paymentech joint venture.
- Deutsche Bank in connection with its equity stake in Station Casinos.
Other Transactions
Other notable transactions in which Scott has played a significant role include:
- Clearlake Capital in its $5.4 billion acquisition of Quest Software.
- Walgreens Boots Alliance, Inc. in a number of transactions, including its:
- proposed $950 million sale of certain retail stores to Fred’s, Inc. (terminated)
- $438 million acquisition of the USA Drug drugstore business
- Ardent Health Services in connection with its acquisition of LHP Hospital Group, Inc.
- CorePharma in its $700 million sale to Impax Laboratories, Inc.
- R.R. Donnelley & Sons Company in a number of transactions, including its:
- acquisition of Helium, Inc., its $122 million acquisition of Pro Line Printing, Inc.
- $122 million acquisition of Cardinal Brands, Inc.
Scott regularly advises publicly-traded companies on governance matters. These assignments include activist and hostile takeover defense, including the following recent assignments:
- Cubic Corporation in connection with its response to an unsolicited takeover proposal from Elliott Management.
- MTS Systems Corporation in connection with its response to multiple unsolicited takeover proposals.
- Apogee Enterprises Inc. in connection with its activist defense against Engaged Capital.
- Navigant Consulting, Inc. in connection with its proxy contest defense against Engine Capital.
- Cabela’s in connection with its activist defense against Elliott Management.
- PulteGroup, Inc. in connection with its activist defense against Elliott Management.
Scott also has experience representing debtors and creditors in reorganizations both in and out of bankruptcy, including representing:
- Deutsche Bank in connection with the $1 billion plus reorganization of Station Casinos.
- Fronton Holdings in connection with its acquisition of the assets of Florida Gaming Centers.
- General Electric in the reorganization of Malden Mills Inc.
- Budget Group Inc. in its 363 sale out of bankruptcy.
Scott is listed as a “Best Lawyer” in the 2015–2021 editions of The Best Lawyers in America and was listed as a rising star by Super Lawyers. He is also a member of the Firm’s Assignment and Compensation of Associates Committee.
Scott joined the firm in 2001. Prior to joining the firm, Scott served as a law clerk to the Honorable Cornelia Kennedy of the U.S. Court of Appeals for the Sixth Circuit during the 2000–2001 term. Scott graduated from Notre Dame Law School in 2000. While at Notre Dame, Scott served as articles editor for the Notre Dame Law Review.