Scott Adamson

• 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 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.

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 wide 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 largest transactions undertaken involving the sale of ESOP-owned companies to equity sponsors and strategic buyers.

From 2015 to 2017, Scott was recognized by Legal 500 United States in the M&A/Corporate and Commercial – M&A – Middle-Market (Sub-$500M) category.

Bar Admissions

• California

Education

• University of Southern California (J.D., 1988)
• University of California, Los Angeles (B.A., 1985)

Memberships