Scott R. Williams

Scott has played a significant role in transactions with an aggregate value in excess of $250 billion. Representations include:

Public Company Mergers

• Publicly traded International Game Technology PLC in connection with its $6.3 billion sale of its Global Gaming and PlayDigital Businesses to funds managed by affiliates of Apollo Global Management, Inc. and the related acquisition by such funds of Everi Holdings Inc.
• Publicly traded International Game Technology PLC in connection with its $6.2 billion spin-off of its Global Gaming and PlayDigital businesses and the combination of those businesses with Everi Holdings Inc. (terminated).
• 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.

• 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

• Publicly traded Telephone and Data Systems Inc. in the $4.4 billion sale of United States Cellular Corporation’s wireless operations and select spectrum assets to T-Mobile US, Inc., including a combination of cash and up to approximately $2 billion of assumed debt.
• 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.

• 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.