Scott Adamson represents public and private company clients in buy-and sell-side transactions, including leveraged buyout, carve-out, 363 asset sales, and going-private transactions. He advises clients across a broad spectrum of industries, including health care, technology, manufacturing, service, and construction, and has completed cross-border transactions in Japan, Mexico, Ireland, Australia, Canada, and the United Kingdom.
Scott executes complex transaction structures, including stock sales, asset sales, statutory mergers, and tender offers, and transactions structured as tax-free reorganizations, spinoffs, and contributions. He represents buyers and sellers of companies bought and sold through auctions and advises clients on alternative liquidity strategies, including sale, leveraged recapitalization, private placement, and employee stock ownership plan (ESOP) transactions. In addition, Scott counsels clients engaged in debt and equity financing involving funds, mezzanine lenders, and banks.
Scott has structured, implemented, and executed many of the largest and most complex transactions involving ESOPs to create liquidity on a tax-advantaged basis; to facilitate management buyout of a subsidiary, division, or portfolio company; to engage in a roll-up transaction; or to permit private equity investment on a tax advantaged basis. He has led some of the most significant transactions undertaken involving the sale of ESOP-owned companies to equity sponsors and strategic buyers.
Scott’s representative experience includes:
- Represented an NYSE-listed aerospace and defense company in a bid to acquire an ESOP-owned aerospace and defense engineering firm with a sales price of $1.65 billion.
- Represented a payroll processing company in a $200 million CAD cross-border Canadian acquisition.
- Represented the manager of a $70 billion portfolio in the $65 million sale to a publicly traded strategic acquirer of a majority-owned company engaged in the auto parts business.
- Represented an advanced military training solutions company in an auction and subsequent sale to a New York private equity firm for approximately $335 million.
- Represented a dental practice management company in its auction and subsequent $330 million recapitalization and minority sale to a Chicago-based private equity firm.
- Represented a leading dental practice management company in its financing of mezzanine debt funded by a leading private-equity-backed mezzanine fund.
- Represented a Japanese pharmaceutical company in a cross-border tender offer to acquire an Irish medical device manufacturer with a wholly-owned California subsidiary.
- Represented a nationally recognized leader in the education finance industry in the acquisition of the assets of a private student loan servicing company.
- Represented the owners of a captive insurance company in the redomestication of the company and its subsequent sale.
- Represented a Fortune 500 NYSE energy company in a going-private transaction involving a second NYSE company engaged in industrial materials manufacturing.
- Represented a Chicago-based financier, as special ESOP counsel, in the acquisition of an NYSE media company in an $8.2 billion going-private transaction using an ESOP.
- Represented a global engineered metal parts manufacturer in the capitalization and sale of a 14.5 percent interest to an ESOP for $222 million financed by a 144A note offering.
- Represented a manufacturer of concrete pipe in the acquisition of five manufacturing plants from a competitor publicly traded on Nasdaq in exchange for a combination of a manufacturing facility and cash.
- Represented the trustee of a newly formed ESOP in the acquisition of 100 percent of the stock of a commercial construction and project management company.
- Represented the trustee of an ESOP in the tax-free split off of a division of a manufacturer of forged, machined, finished, and assembled components.
- Represented a startup engaged in the development, manufacture, and distribution of wind turbine and ventilation products in a Series A preferred stock offering.
- Represented a European provider of mobile asset management technology in a joint venture with a leading Japanese mobile communications company.
- Represented a publicly-traded French multinational company in the strategic acquisition of a flexible plastic packing company in Mexico.
- Represented a leading manufacturer of contact lenses in a joint venture with a German firm engaged in research and development of refractive surgery technologies.
- Represented a manufacturer of drilling equipment in the sale of assets in the US, Australia, and Canada to a St. Louis private equity firm.
- Represented the owners of outpatient dialysis facilities in the sale of assets to a publicly-traded German multinational pharmaceutical company.
- Represented a cold-storage company in a tax-deferred stock-for-stock exchange with a public London-based multinational company.
- Represented the trustee of an ESOP in an asset sale of a Washington-based defense consulting firm to a Fortune 500 publicly traded aerospace company.
- Represented a pipeline construction company in a management-led ESOP buyout financed with senior debt and subordinated debt with detachable warrants.
- Represented a diversified utility construction company in the capitalization and sale of its stock to a newly formed ESOP.
- Represented a forest product brokerage company in a $290 million spinoff from a public company using an ESOP partially financed by a plan-to-plan transfer.
- Represented an environmental consulting services company in the sale of its assets and the simultaneous redemption of its stock from the ESOP.
- Represented the trustee of an ESOP of a multistate grocery chain in a $235 million recapitalization using an LLC financed in part by an Oregon-based private equity firm.
Prior to joining Arent Fox, Scott was a partner at a large international law firm.
Publications, Presentations & Recognitions
Scott has been recognized by Legal 500 United States in the M&A/Corporate and Commercial M&A- Middle-Market (Sub-$500M) category.
Scott’s articles, publications and speaking engagements include:
- Restructuring the ESOP Company, June 9, 2020.
- Qualifying and Applying for the SBA's Coronavirus Relief Programs, April 7, 2020.
- A Guide to Financing ESOP Transactions, The ESOP Association, 2012.
- Employee-Owned S Corporations of America (ESCA), Advisory Committee
- The ESOP Association, Finance Committee
Bar & Court Admissions
- California Bar
University of Southern California Gould School of LawJD,1988University of California, Los AngelesBA,1985