Scott Adamson

Representative Experience

Scott has led the following transactions:

Mergers & Acquisitions/Private Equity

• Represented a provider of education content and resources in the acquisition of a consumer-permissioned data platform in a reverse triangular merger for cash and contingent value rights and a subsequent preferred stock offering.
• 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 nationally-known third-party provider of student loan services that currently manages a portfolio of over $26 billion in its cash acquisition, a financing platform for boot camps and tech skill training schools.
• 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 a private equity fund in the formation of an acquisition vehicle with qualified small business stock (QSBS) and subsequent asset acquisition of a PaaS that automates DevOps.
• Represented an issuer engaged in the design, marketing, and distribution of NFTs in a seed round and follow on Series A round. 
• Represented a travel healthcare business in a joint venture with a healthcare staffing, search, and technology organization serving over 1M patients.
• 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 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 an 100% employee-owned payroll processing company in a $100 million acquisition of a competitor.
• Represented a student loan servicer in its $88 million sale of 99% of its subsidiary holding $5.29 billion in student loan assets.
• Represented a private equity-backed manufacturer of components for utility equipment in its $180 million sale to an NYSE company.
• Represented a student loan company in its sale to a private equity firm for approximately $189 million.
• Represented an international uniform rental company in its bid to acquire a California-based multistate laundry service for more than $210 million.
• 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 the 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 a national dental practice management company in its acquisition of a dental practice located in Dallas-Fort Worth.
• Represented a California-based contractor license and permit bond underwriter in its sale to a publicly traded Texas holding company.
• Represented a national dental practice management company in its acquisition of a Texas-based dental practice.
• Represented a private equity firm in a bid to finance and acquire a staffing business.
• Represented a furniture manufacturer in a leveraged recapitalization financed by a sale and leaseback of company-owned real estate, senior debt, and subordinated notes.
• Represented a European provider of mobile asset management technology in a joint venture with a leading Japanese mobile communications company.
• Represented a printer cartridge manufacturer in the spinning off of its real estate and sale to a key customer.
• Represented an international uniform rental company in the strategic acquisitions of a multistate laundry service in the Pacific Northwest.
• Represented a privately held building materials company in its acquisition of a regional building materials company.
• Represented a publicly traded French multinational company in its acquisition of a manufacturer of medical packaging.
• Represented a publicly traded water company in the strategic acquisition of a wastewater and water systems construction, operations, and maintenance company.
• Represented a publicly traded water company in the acquisition of a company engaged in the business of selling, installing, and servicing utility meters.
• Represented a start-up engaged in the distribution and marketing of credit cards to the subprime market in connection with a credit facility with warrants.
• Represented a radiology group in the sale of its outpatient radiology diagnostic services company to a rational hospital operator.
• Represented a publicly traded French multinational company in the acquisition of an aluminum manufacturing company.
• Represented a Fortune 500 company in the acquisition of a Southern California-based machine tool remanufacturing company. 
• Represented a Fortune 500 company in an asset exchange of its metal finishing, screen links, and electrodialysis businesses for a semiconductor materials business.
• Represented a manufacturer of components for name-brand earth-moving equipment in the acquisition of a manufacturing division from an NYSE company.
• Represented a manufacturer of drilling equipment in the sale of assets in the United States, Australia, and Canada to a St. Louis-based private equity firm.
• Represented a privately-owned operating company in the sale of a portfolio company engaged in the manufacture of corrugated tubular metal products and hoses.
• Represented the shareholders of a distributor of medical equipment in the sale to a national medical supply company.
• Represented a privately owned operating company in the sale of a portfolio company engaged in the international manufacture of tube and pipe-bending equipment.
• Represented a privately owned operating company in the acquisition from a Fortune 500 company of an international manufacturer of percussive mining drill products.
• Represented a mattress and bedding-related products manufacturer in connection with the sale of its stock.
• Represented a privately owned operating company in the acquisition of an aircraft parts division of a Canada-based multinational company. 

Employee Stock Ownership Plan

• 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 the Trustee of a newly-formed ESOP in the $412.5M acquisition of one of the largest multifamily general contractors in the country.
• Represented the Trustee of an ESOP in the pass-thru vote and $46.5M sale of a specialty engineering firm in the energy industry to a family office.
• 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 the Trustee of a newly-formed entity in the acquisition of all of the outstanding equity of an advertising agency located in New York.
• 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 the trustee of a newly formed ESOP in a $160 million acquisition of 30% of the stock grower of lettuce and vegetables qualifying for deferred capital gains treatment.
• 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.
• Represented the trustee of an ESOP in its acquisition of 100% of the outstanding equity of one of the leading full mechanical contracting firms in California.
• Represented a company engaged in the production of commercials in a $10M minority ESOP recapitalization qualifying for deferred capital gains treatment.
• Represented the trustee of a newly formed ESOP in a $160M acquisition of 30 percent of the stock grower of lettuce and vegetables qualifying for deferred capital gains treatment.
• 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 with respect to the tax-free split off of a division of a manufacturer of forged, machined, finished and assembled components.
• Represented a nationally known specialty finance company in the sale of stock to an existing ESOP for more than $500 million.
• Represented the trustee of an ESOP in the acquisition of a private equity-backed New York-based legal outsourcing business.
• Represented the trustee of an ESOP in an asset sale of a Washington-based defense consulting firm to a strategic buyer.
• Represented the trustee of an ESOP in its acquisition of a minority interest in a California specialty contractor for large-scale nonprofit construction projects.
• Represented an engineering services and planning firm in a redemption followed by an ESOP purchase partially financed by a plan-to-plan transfer.
• Represented a group of precision-engineered products companies in a management-sponsored ESOP buyout partially financed by a plan-to-plan transfer.
• Represented the trustee of an ESOP in the sale of stock of a national specialty window manufacturer to a nationally known window manufacturer for $225 million.
• Represented a leading dealer of office products in an offer to redeem shares for notes with detachable warrants, with the company’s ESOP becoming the sole shareholder.
• Represented a manufacturer of fine home cabinetry in a tender offer of notes with detachable warrants for shares and the subsequent ESOP purchase of company stock.
• Represented the trustee of an ESOP in the sale of an information management company servicing the U.S. government to a national aerospace firm for $130 million.
• Represented a manufacturer and distributor of neon signs in a tax-free reorganization and sale to an ESOP partially financed by notes with warrants.
• Represented a student loan provider in a tender offer to acquire options from outstanding option holders and a subsequent sale of stock to an ESOP.
• Represented a property management holding company in the roll-up of eight property management firms and its subsequent sale to an existing ESOP.
• Represented a dental practice management company in a tender offer followed by a squeeze-out merger and its subsequent sale to an ESOP.
• Represented a diversified utility construction company in the capitalization and sale of its stock to a newly formed ESOP.
• Represented a management association in an ESOP stock sale and a redemption from outstanding holders partially financed by a plan-to-plan transfer.
• Represented the trustee of an ESOP in its acquisition of preferred stock of a California-based health­ management organization.
• Represented an independent fiduciary in the sale of stock held by an ESOP as part of a sale of assets of an engineering company to a publicly traded acquirer.
• Represented a document communications services provider in the redemption of its stock and a simultaneous ESOP purchase from the company.
• Represented the trustee of an ESOP in the recapitalization and purchase of stock of a Southern California paint manufacturer for approximately $112 million.
• Represented a dental practice management company in a reorganization and recapitalization followed by a sale to an ESOP.
• Represented a provider of industrial services in the sale to an ESOP followed by the contribution of the operating assets of the business to an LLC and an offering to employees.
• Represented the trustee of an ESOP in a $167-million management-led buyout of assets of a payroll-processing firm for the entertainment business.
• Represented a pipeline construction company in a management-led ESOP buyout financed with senior debt and subordinated debt with detachable warrants.
• Represented a trustee of an ESOP in the sale of an information technology management company servicing the U.S. government to a national aerospace firm for $130 million.
• Represented a manufacturer and distributor of neon signs in a tax-free reorganization and sale to an ESOP partially financed by notes with warrants.
• Represented a student loan provider in a tender offer to acquire options from outstanding option holders and a subsequent sale of stock to an ESOP.
• Represented the trustee of an ESOP in the recapitalization and purchase of stock of a Southern California paint manufacturer for approximately $112 million.
• 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.
• Represented a dental practice management company in a reorganization and recapitalization followed by a sale to an ESOP.
• Represented a provider or industrial services in the sale to an ESOP followed by the contribution of the operating assets of the business to an LLC and an offering to employees.
• Represented the trustee of an ESOP in a $167 million management-led buyout of assets of a payroll-processing firm for the entertainment business. 

Previous Work

Prior to joining ArentFox Schiff, Scott was a partner at a large international law firm.

Recognitions, Publications & Presentations

Scott’s recognitions include:

• The Best Lawyers in America, Mergers and Acquisitions Law, 2024.
• The Legal 500 United States, M&A/Corporate and Commercial M&A- Middle-Market (Sub-$500M).

Scott’s publications include:

• A Guide to Financing ESOP Transactions, Editor-in-Chief, The ESOP Association, 2012.

Scott’s speaking engagements include:

• Emerging Trends in ESOP Transactions, ESOP Association Conference, November 14, 2022.
• Raising Capital for ESOP Companies and Transactions, The ESOP Association, June 23, 2021.
• Restructuring the ESOP Company, ESOP Association Conference, June 9, 2020.
• Qualifying and Applying for the SBA’s Coronavirus Relief Programs, April 7, 2020.
• Employee Stock Ownership Plans, American Counsel of Investment Counsel, April 7, 2016.
• Highly Leveraged ESOP Transactions, ESOP Association Conference, November 12, 2015.
• Structuring Seller Financing with Warrants, ESOP Association Conference, November 14, 2014.
• Liquidity Strategies for Private Companies, CFO Roundtable, November 14, 2013.
• Making Successful Acquisitions, ESOP Association Conference, November 11, 2013.
• Serious Fiduciary Issues in ESOP Transactions, National Center for Employee Ownership Annual Conference, April 25, 2013.
• Financing Alternatives for ESOP Companies, National Center for Employee Ownership, Employee Ownership Conference, October 15, 2012.
• Working with Banks in Hard Times, The ESOP Association, November 3, 2011.
• Financing Alternatives for ESOP Companies, The ESOP Association, November 9, 2010.
• Recessionary Impact on Minority ESOPs, The ESOP Association Winter Technical Conference, February 19, 2010.
• A Primer on Infrastructure M&A: What You Need to Know About Deals Involving Infrastructure Companies and Assets, February 4, 2010.
• At the Crossroads of Liquidity: Liquidity & Wealth Preservation Considerations for Business Owners, The Century City Chamber of Commerce, November 10, 2009.
• Managing Through Difficult Times: How the Board and the Trustee Should Interact, February 18, 2009.
• Capital Planning for Successful ESOPs, The ESOP Association, November 14, 2008.
• Acquisitions Using S-Corporation ESOPs, 10th Annual S-Corporation ESOP Seminar, February 22, 2008.
• Using ESOPs as an Acquisition Tool, The ESOP Association, November 28, 2006.
• Hidden Liabilities in Business Transactions, The Association of Corporate Counsel, November 28, 2006.
• Rights and Responsibilities of Employee Owners, The ESOP Association Western States Chapter, November 28, 2006.
• Lending Issues in ESOP Buyouts, The ESOP Association, October 19, 2006.
• Using ESOPs in Corporate Transactions, The ESOP Association, April 11, 2006.
• What Not to Do: Examples of Poor Corporate Governance, The ESOP Association, January 1, 2006.
• Basic Financing for ESOP Transactions, The ESOP Association, January 1, 2006.
• The Role of Internal and External Trustees and Fiduciaries: Who Will Guard Your Tent?, The ESOP Association - Western States Chapter, September 30, 2005.
• How to Cash Out in This “Perfect Mergers & Acquisitions Storm”, The Executive Briefing Conference, April 26, 2005.
• Lateral Transfer of Other Qualified Plan Assets to an ESOP, The ESOP Association, April 7, 2005.
• Handling the Repurchase Obligation, The National Center for Employee Ownership, January 1, 2005.

Professional Activities

• Employee-Owned S Corporations of America (ESCA), Advisory Committee
• The ESOP Association, Finance Committee