Scott M.
Sontag

Global Co-Chair of the Tax Department, Scott M. Sontag is experienced in international and domestic transactions, including structuring and negotiating complex merger and acquisition and restructuring transactions for public companies and private equity funds and their portfolio companies. In addition, Scott advises clients extensively on transactions involving the formation and acquisition of real estate investment trusts (REITs) and on real estate acquisitions, dispositions and workouts.

Scott is recognized as a leading lawyer by Chambers USA and The Legal 500 and has been named among the leading Bankruptcy Tax Specialists in the nation’s major law firms by Turnarounds and Workouts magazine. Most recently, Scott has been named “Tax Practice Leader of the Year” in North America by International Tax Review and has been named one of the “500 Leading Global Tax Lawyers” by Lawdragon. In 2013, he was named as one of five “MVPs” in the tax category by Law360 in its annual ranking of law firm partners who have demonstrated “exceptional work in transactions.”

Scott’s experience includes his representation of:

• Funds managed by affiliates of Apollo Global Management in their acquisition and related debt financing of Covis Pharma, a pharmaceutical company, from funds managed by Cerberus Capital Management, a private equity firm
• Ares Management in several significant matters, including in:
  • its acquisition of Form Technologies and the related recapitalization of Form
  • a $550 million growth investment in Virgin Voyages cruise line
  • its investment, alongside Providence Equity Partners, of $400 million total equity securities in OUTFRONT Media, an outdoor advertising company
  • its combined $180 million investment in Infrastructure and Energy Alternatives, an infrastructure construction company with specialized energy and heavy civil expertise and a focus on renewable energy projects
• AR Global in connection with the internalization of management as part of an all-stock merger agreement between Global Net Lease and The Necessity Retail REIT
• Bain Capital in its $1.2 billion strategic joint venture with Warner Music Group to purchase legendary music catalogs across both recorded music and music publishing
• Berkshire Partners, an investment firm, in several significant matters, including in:
  • its acquisition of a majority stake in Harvey Performance Company, a designer and manufacturer of specialized cutting tools for precision machining applications, from Summit Partners
  • its investment in Mielle Organics, a natural hair care and beauty brand
  • its acquisition of FoodChain ID, a food-safety and food-quality products and services business, from Paine Schwartz Partners, a private equity firm
  • its investment in Kendra Scott Design, a fashion accessories brand
• Bioverativ, a biopharmaceutical company focused on therapies for hemophilia and other rare blood disorders, in its $11.6 billion acquisition by Sanofi
• Brigade Capital Management, alongside Macellum Capital Management, in its over $1 billion acquisition of Family Dollar
• Brookfield Asset Management:
  • in its $1.5 billion strategic partnership with Castlelake, an investment firm
  • in its acquisition of a significant minority stake in Primary Wave Music, an independent publisher of iconic and legendary music, as part of a new strategic partnership valued at over $2 billion, and its additional $1.7 billion capital funding commitment
  • and Simon Property Group in their acquisition of certain assets of J.C. Penney Company, in connection with J.C. Penney’s chapter 11 case
• Brookfield Infrastructure Partners in its:
  • Forever 21, a retail clothing chain, in the company’s chapter 11 case in the U.S. Bankruptcy Court in the District of Delaware
  • pending acquisition and strategic investment in Hotwire Communications, a pioneering provider of all-fiber broadband and telecommunication services
  • $775 million acquisition of Cyxtera, a data center and digital infrastructure provider, in connection with its chapter 11 case
• Caisse de dépôt et placement du Québec (CDPQ) in several significant matters, including in:
  • its acquisition of a significant stake in ICR, a strategic communications and advisory services company
  • its acquisition of Medical Solutions, a travel nursing company
  • its $200 million minority investment in Zevia, a beverage company
  • the approximately $6.7 billion acquisition of Sedgwick, a provider of technology-enabled risk, benefits and integrated business solutions, by funds The Carlyle Group, CDPQ and Stone Point Capital from KKR
• Canada Pension Plan Investment Board in its approximately $843 million (C$1.2 billion) investment in Tallgrass Energy, an energy infrastructure company
• The Carlyle Group in several significant matters, including in:
  • its investment in Bonotel Exclusive Travel, a luxury inbound tour operator
  • the sale of its portfolio company Prime Clerk, a claims administrator, to Duff & Phelps, a valuation and corporate finance advisor
• Charlesbank Capital Partners and Neptune Retail Solutions, a retail marketing company, in Neptune’s all-cash take-private acquisition of Quotient Technology, a software development company and the parent company of Coupons.com
• CI Capital Partners, a private equity firm, and its portfolio companies in several significant matters, including:
  • Cadmus, a portfolio company of CI Capital Partners, in its acquisition of Ventera, a technology consulting firm
  • PRA, a portfolio company of CI Capital Partners, in its sale to EagleTree Capital
  • Epiphany Dermatology, a multi-regional provider of medical, surgical, cosmetic, and related dermatological services and a portfolio company of CI Capital Partners, in its sale to Leonard Green & Partners
  • WTS International, provider of hospitality and amenity services and a portfolio company of CI Capital Partners, in its acquisition of Meet Hospitality Services, a provider of design and management services for conferences and amenity centers
  • SavATree, a provider of professional tree, shrub and lawn care services in 27 states and a portfolio company of CI Capital Partners, in its sale to funds advised by Apax
  • in the sale of its portfolio company Impact Group, a sales and marketing agency, to Acosta, an integrated sales and marketing services provider in the consumer packaged goods industry
• Continental Grain Company, an investor, owner and operator of companies across the food and agribusiness spectrum, in its joint venture with Cargill, a food corporation, to acquire Sanderson Farms, a producer and distributor of fresh, frozen and minimally prepared chicken, for a total equity value of $4.53 billion
• Elanco Animal Health, an animal health company that develops products and knowledge services to prevent and treat disease in food animals and pets, in its $7.6 billion acquisition of the animal health business of Bayer, an enterprise with core competencies in the life science fields of health care and nutrition
• General Electric in its $30 billion combination of its jet leasing unit, GE Capital Aviation Services (GECAS), with AerCap Holdings
• Global Infrastructure Partners in its $15 billion acquisition (together with KKR) of CyrusOne
• International Business Machines Corp. in numerous matters including:
  • Red Hat in its acquisition of Neural Magic, a provider of software and algorithms that speed up generative AI inference workloads
  • in its strategic partnership with Palo Alto Networks, a cybersecurity company
  • in its $6.4 billion acquisition of HashiCorp
  • in its sale of The Weather Company to Francisco Partners
  • in its $4.6 billion acquisition of Apptio
  • in its acquisition of NS1
  • in its acquisition of Neudesic, a cloud services consultancy
  • in its acquisition of Envizi, a data and analytics software provider for environmental performance management
  • in its $34 billion acquisition of Red Hat, creating the world’s largest hybrid cloud provider
• JCPenney in its all-equity combination with SPARC Group, a New York-based retail group, to form a new organization known as Catalyst Brands
• John Hancock, a division of Manulife Financial Corporation, a leading international financial services group, in:
  • its equity investment in ExteNet Systems, a provider of distributed networks enabling outdoor and indoor wireless connectivity
  • its acquisition of a controlling interest in Serverfarm, a telecommunications operator
• Lennar Corporation, a $45 billion publicly traded homebuilder, in its acquisition of Rausch Coleman Homes, a residential homebuilder
• Madison Dearborn Capital Partners as sponsor and DIP lender in the chapter 11 cases of Benefytt Technologies, a technology-driven distributor of insurance products. Upon consummation of the chapter 11 plan, Benefytt will receive $64 million in new money financing, including a $35 million DIP facility, to fund a new operating company with investors owning 92.5%
• NewPoint Real Estate Capital, a Texas-based commercial real estate finance company, and its equity holders including Stone Point Capital, in the sale to Franklin BSP Realty Trust (FBRT), a New York-based real estate investment trust
• NorthStar Realty Finance Corp., a REIT, in its sale of an approximately $1 billion joint venture interest in its $6.1 billion healthcare real estate portfolio to Taikang Insurance Group, an insurance company
• Ontario Teachers’ Pension Plan in its acquisition, alongside Brookfield Infrastructure and its institutional partners, of Compass Datacenters
• Roark Capital Group, a private equity firm focused on customer brands and multi-unit businesses, and its portfolio companies in several significant matters, including:
  • alongside Kohlberg & Company, in its strategic partnership with Ground Penetrating Radar Systems (GPRS)
  • in its acquisition of Subway, a fast food restaurant franchise
  • in its acquisition of School of Rock, a music education program, from Sterling Partners
  • in its acquisition of Mathnasium, a franchisor and operator of math learning centers
  • in its $1.553 billion acquisition of the ServiceMaster Brands businesses from ServiceMaster Global Holdings, a provider of services to residential and commercial customers in the termite, pest control, health-based cleaning and restoration markets
  • in its $1 billion acquisition of Dave’s Hot Chicken, a global restaurant chain that specializes in Nashville-style hot chicken
  • ServiceMaster Brands, a provider of residential and commercial cleaning, restoration and moving services and a portfolio company of Roark Capital, in its acquisition of TWO MEN AND A TRUCK/International, a franchised moving company
  • Inspire Brands, a multi-brand restaurant owner and an affiliate of Roark Capital Group, in its $11.3 billion acquisition of Dunkin’ Brands Group, the parent company of Dunkin’ and Baskin-Robbins
  • Driven Brands, an automotive franchise company engaged in providing aftermarket services and a portfolio company of Roark Capital, in its acquisition of International Car Wash Group, a car wash company; and in its acquisition of All Star Glass, an auto glass repair company
• RXO, a transportation solutions provider, in its $1.025 billion acquisition of Coyote Logistics, an asset-light freight brokerage business, from UPS
• Sagewind Capital and its portfolio companies in several significant matters, including:
  • in its investments in Aechelon Technology, Federal Advisory Partners, GCOM Software, QuantiTech, Sabel Systems Technology Solutions and Sigma Defense Systems
  • Tria Federal, a portfolio company of Sagewind Capital, in its acquisition of Softrams
  • Federal Advisory Partners, a portfolio company of Sagewind Capital, in its acquisition of Favor TechConsulting
  • GCOM Software, a portfolio company of Sagewind Capital, in its acquisitions of ASR Analytics, Qlarion and Three Sigma Software
  • QuantiTech, a portfolio company of Sagewind Capital, in its acquisitions of Millennium Engineering and Integration Company and Systems Engineering Group (SEG)
  • Sigma Defense, a provider of airborne intelligence, surveillance, reconnaissance systems and sensors and a portfolio company of Sagewind Capital, in its acquisition of EWA, a cybersecurity defense company
• Savers Value Village in its $461.4 million initial public offering
• SOFIE Biosciences, a radiopharmaceuticals manufacturer, in its growth investment by Trilantic North America, a private equity firm
• Tricon Residential, a rental housing company, in:
  • its $3.5 billion take-private sale to Blackstone Real Estate Partners X and Blackstone Real Estate Income Trust
  • the formation of a $5 billion joint venture with Teacher Retirement System of Texas, Pacific Life Insurance Company and a global investor to acquire single-family rental homes targeting the middle-market demographic in the U.S. Sun Belt
  • its U.S. initial public offering of $513 million of common shares and $57 million private placement of common shares to Blackstone Real Estate Investment Trust (BREIT), for total gross proceeds of $570 million, lead managed by Morgan Stanley, RBC Capital Markets, Citigroup, Goldman Sachs, Scotiabank and Keefe, Bruyette & Woods
• Trivest Partners:
  • alongside its portfolio company Pave America, an asphalt and concrete provider, in its strategic partnership with Central States Paving & Concrete, a concrete construction company
  • in the combination of its portfolio company, Brothers National with Pavement Partners Holding

Scott is a Certified Public Accountant (CPA).